AMENDMENT NO. 2

This AMENDMENT NO. 2, dated as of April 24, 2019 (this “ Amendment ”), amends the Credit Agreement, dated as of March 8, 2018 (as amended by Amendment No. 1, dated as of March 15, 2018, and as may be further amended, restated, supplemented or otherwise modified from time to time prior to the date hereof, the “ Credit Agreement ”), by and among CNX Midstream Partners LP (the “ Borrower ”), the guarantors party thereto, the lenders party thereto, and PNC Bank, National Association, as administrative agent for the Lenders (the “ Administrative Agent ”) and as collateral agent (the “ Collateral Agent ” and, together with the Administrative Agent, the “ Agents ”). Capitalized terms used but not defined herein shall have the meanings given them in the Credit Agreement as amended by this Amendment.

WITNESSETH

WHEREAS , the Borrower desires to amend the Credit Agreement on the terms set forth herein;

WHEREAS , PNC Capital Markets LLC, JPMorgan Chase Bank, N.A., Credit Suisse Securities (USA) LLC and MUFG Union Bank, N.A. are acting as joint lead arrangers and joint bookrunners for this Amendment; and

WHEREAS , Credit Suisse AG and MUFG Bank, Ltd. are acting as co-documentation agents for this Amendment and JPMorgan Chase Bank, N.A. is acting as syndication agent for this Amendment.

NOW, THEREFORE , the parties hereto, in consideration of the mutual covenants and agreements herein contained and intending to be legally bound hereby, covenant and agree as follows:

1.      Credit Agreement Amendments .

(a)    Effective as of the Amendment No. 2 Effective Date, (i) the Credit Agreement is hereby amended to be as set forth in the conformed copy of the Credit Agreement as amended by this Amendment attached as Exhibit A hereto, (ii) Exhibit 8.3.4 attached hereto replaces in its entirety Exhibit 8.3.4 to the Credit Agreement and (iii) Schedule 1.1(B) attached hereto (the “ Amended Commitment Schedule ”) hereby amends and restates Schedule 1.1(B) attached to the Credit Agreement as originally executed.

(b)    Each Lender, by execution of this Amendment, agrees that, upon effectiveness of this Amendment, its Revolving Credit Commitment is as set forth on the Amended Commitment Schedule. If (x) such Person was not a Lender immediately prior to the effectiveness of this Amendment and is a Lender immediately after giving effect to this Amendment (a “New Lender”) or (y) any such Lender’s Revolving Credit Commitment as set forth on the Amended Commitment Schedule is higher than such Lender’s Revolving Credit Commitment immediately prior to the effectiveness of this Amendment (an “Increased Lender”), subject to the terms and conditions set forth in Section 2 of this Amendment, such Lender agrees to fund on the Amendment No. 2 Effective Date such amounts to the Administrative Agent to the extent necessary so that its Revolving Credit Loans and Participation Advances have been funded by such Lender in accordance with its Ratable Share and to acquire participations in Letters of Credit and Swing Loans so that such Lender’s participations therein are in accordance with its Ratable Share. Any such amounts received by the Administrative Agent shall be disbursed to (i) Persons that were Lenders immediately prior to the effectiveness of this Amendment and are not Lenders after giving effect to this Amendment (“Non-Extending Lenders”) and (ii) each Lender whose Revolving Credit Commitment as set forth on the Amended Commitment Schedule is lower than its Revolving Credit Commitment immediately prior to the effectiveness of this Amendment (each such Lender, a “Decreased Lender”), so that after such fundings and disbursements the Revolving Credit Loans and Participation Advances have been funded in accordance with each Lender’s Ratable Share. Each Lender that is a signatory to this Amendment waives (x) the payment of any breakage costs pursuant to Section 5.9 of the Credit Agreement in connection with payments on account of its Revolving Credit Loans pursuant to this paragraph, (y) delivery of any Loan Requests and notices of prepayment in connection with the adjustments pursuant to this paragraph and (z) minimum borrowing and prepayment amounts in connection with the adjustments pursuant to this paragraph. For the avoidance of doubt, the reallocation of Revolving Credit Commitments among Lenders on the Amendment No. 2 Effective Date pursuant to this Section 1(b) shall not constitute a reduction in Revolving Credit Commitments for purposes of Section 2.4.3 of the Credit Agreement or a termination of Commitments pursuant to the definition of the term “Payment Date” in the Credit Agreement; therefore, accrued Commitment Fees, Letter of Credit Fees and interest shall be paid on the Amendment No. 2 Effective Date only to Non-Extending Lenders and not to Decreased Lenders (and the Decreased Lenders shall be paid accrued Commitment Fees, Letter of Credit Fees and interest when otherwise payable pursuant to the terms of the Credit Agreement).

2.           Conditions Precedent . This Amendment shall be effective upon satisfaction of each of the following conditions (the date of such effectiveness, the “ Amendment No. 2 Effective Date ”):

(a)     Execution and Delivery of Amendment . The Borrower, the Guarantors, the Agents and each Lender that is listed on the Amended Commitment Schedule shall have executed and delivered this Amendment.

(b)     Officer’s Certificate . (i) The representations and warranties of each of the Loan Parties contained in the Loan Documents shall be true and correct in all material respects on and as of the Amendment No. 2 Effective Date with the same effect as though such representations and warranties had been made on and as of such date (except (x) that any representation and warranty that is already qualified as to materiality shall be true and correct in all respects as so qualified and (y) 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); (ii) no Event of Default or Potential Default shall have occurred and be continuing; (iii) since December 31, 2018, there shall not have occurred any event or condition that has had or could reasonably be expected, either individually or in the aggregate, to constitute a Material Adverse Change; and (iv) no Mortgaged Property has any Building located on it other than as set forth in the Perfection Certificate dated as of March 8, 2018, as supplemented by the Perfection Certificate of CNX Midstream SP Holdings LLC dated as of April 17, 2018 and as supplemented by the Perfection Certificate Supplement dated as of March 28, 2019, and the Borrower shall have delivered to the Administrative Agent for the benefit of each Lender a certificate of the Borrower, dated the Amendment No. 2 Effective Date and signed by a Responsible Officer or Authorized Officer of the Borrower, to each effect in clauses (i) through (iv).

(c)     Secretary’s Certificates . The Administrative Agent shall have received:

(i)    a certificate dated the Amendment No. 2 Effective Date and signed by an Authorized Officer of the Borrower, certifying (A) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors of the Borrower authorizing the execution, delivery and performance of this Amendment and the other Loan Documents to be executed and delivered in connection herewith, and that such resolutions have not been modified, rescinded or amended and are in full force and effect on the Amendment No. 2 Effective Date; (B) the names of the officer or officers authorized to sign this Amendment and the other Loan Documents to be executed and delivered in connection herewith and the true signatures of such officer or officers and specifying the Authorized Officers permitted to act on behalf of the Borrower for purposes of this Amendment and such other Loan Documents and the true signatures of such officers, on which the Administrative Agent, the Issuing Lenders, and each Lender may conclusively rely; and (C) copies of its certificate of limited partnership (recently certified by the Secretary of State of the State of Delaware) and partnership agreement as in effect on the Amendment No. 2 Effective Date, together with recently dated certificates from the Secretary of State of the State of Delaware as to the continued existence and good standing of the Borrower; and

(ii)    a certificate dated the Amendment No. 2 Effective Date and signed by an Authorized Officer of each of the Loan Parties (other than the Borrower), certifying (A) 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 this Amendment and the other Loan Documents to be executed and delivered in connection herewith, and that such resolutions have not been modified, rescinded or amended and are in full force and effect on the Amendment No. 2 Effective Date; (B) the names of the officer or officers authorized to sign this Amendment and the other Loan Documents to be executed and delivered in connection herewith 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 Amendment and such other Loan Documents and the true signatures of such officers, on which the Administrative Agent, the Issuing Lenders, and each Lender may conclusively rely; and (C) 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 Amendment No. 2 Effective Date, recently certified by the appropriate state official where such documents are filed in a state office (or, in the alternative, certifying that such organizational documents have not been amended since the Closing Date, and that such organizational documents are in full force and effect), 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.

(d)     Solvency Certificate . The Administrative Agent shall have received a certificate of the chief financial officer of the Borrower stating that, after giving effect to this Amendment, the Loan Parties, taken as a whole, are Solvent.

(e)     Legal Opinion . The Administrative Agent shall have received 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 Amendment No. 2 Effective Date, addressed to the Lenders, the Issuing Lenders, the Swingline Lender and each Agent, substantially in the form agreed with the Administrative Agent prior to the Amendment No. 2 Effective Date.

(f)     Lien Searches . The Agents shall have received bring-down lien searches with a scope substantially similar to those delivered on the Closing Date, and each Agent shall be satisfied with the results thereof.

(g)     Insurance . The Collateral Agent shall have received evidence that adequate insurance (other than flood insurance) required to be maintained under the Loan Documents is in full force and effect.

(h)     PATRIOT Act . The Administrative Agent and the Lenders shall have received at least three Business Days prior to the Amendment No. 2 Effective Date (i) all documentation and other information required by regulatory authorities under applicable “ know your customer ” and anti-money laundering rules and regulations, including without limitation the Patriot Act, in each case to the extent requested at least five Business Days prior to the Amendment No. 2 Effective Date and (ii) a Beneficial Ownership Certification.

(i)     Lender Fee . The Borrower shall have paid to the Administrative Agent for the account of each Lender that has executed and delivered to the Administrative Agent a signature page hereto prior to 5:00 p.m., New York City time, on April 23, 2019 or such later date and time specified by the Borrower and notified in writing to the Lenders by the Administrative Agent, the fees specified in the Lender Presentation dated April 3, 2019.

(j)     Fees and Expenses . All fees and expenses payable on or before the Amendment No. 2 Effective Date by the Borrower to the Administrative Agent (or its Affiliates) in connection with this Amendment shall have been paid, including the reasonable fees charges and disbursements of counsel for the Administrative Agent.

(k)     Required Flood Materials . The Collateral Agent shall have received the Required Flood Materials with respect to each existing Mortgage.

(l)     Interest and Fees . The Borrower shall have paid to the Administrative Agent for the account of each Non-Extending Lender, interest on its Revolving Credit Loans and Commitment Fees and Letter of Credit Fees that have accrued to (and not including), and are unpaid as of, the Amendment No. 2 Effective Date.

(m)     Promissory Notes . The Borrower shall deliver, substantially concurrently with the effectiveness of this Amendment, to the Administrative Agent for further delivery to each New Lender or Increased Lender that requests at least two Business Days prior to the Amendment No. 2 Effective Date, a Revolving Credit Note reflecting its Revolving Credit Commitment as set forth on the Amended Commitment Schedule.

3.           Post-Closing Actions . Not later than 60 days after the Amendment No. 2 Effective Date, unless extended by the Collateral Agent in its sole discretion upon reasonable request of the Borrower, the Borrower shall deliver (or cause to be delivered) to the Collateral Agent, with respect to each existing Mortgage, the following, in each case in form and substance reasonably acceptable to the Collateral Agent:

(a)    an amendment to such Mortgage identifying any new Collateral encumbered thereby and such other matters as the parties may jointly agree (each, a “ Mortgage Amendment ”), duly executed and acknowledged by the applicable Loan Party, and in proper form for recording in the land records in the jurisdiction in which the applicable mortgaged property is located and sufficient to create a valid and enforceable mortgage lien on such mortgaged property, in favor of the Collateral Agent for the benefit of the Secured Parties (as defined in such Mortgage), securing the Secured Debt (as defined in such Mortgage);

(b)    a datedown endorsement (or such other title product as acceptable to the Collateral Agent if a datedown endorsement is not available in the applicable jurisdiction) (each, a “Title Endorsement”) to any existing title insurance policy for such Mortgage, insuring the Collateral Agent that the lien of such Mortgage, as amended by the applicable Mortgage Amendment, is a valid and enforceable first priority lien on the mortgaged property described therein, in favor of the Collateral Agent for the benefit of the Secured Parties (as defined in such Mortgage) free and clear of all defects, encumbrances and liens except for Permitted Liens; and

(c)    with respect to each such Mortgage Amendment, an opinion of (x) local counsel in the jurisdiction where such mortgaged property is located with respect to the enforceability and perfection of the Mortgage, as amended by the Mortgage Amendment, and other matters customarily included in such opinions and (y) counsel regarding the due authorization, execution and delivery of the Mortgage Amendment and other matters customarily included in such opinions.

4.           Full Force and Effect; Reaffirmation . All of the terms, conditions, representations, warranties and covenants contained in the Loan Documents shall continue in full force and effect, in each case, as expressly modified by this Amendment. This Amendment shall constitute a Loan Document for purposes of the Credit Agreement (as amended by this Amendment) and the other Loan Documents. All references to the Credit Agreement in any Loan Document, unless expressly provided otherwise, shall mean and be a reference to the Credit Agreement as amended by this Amendment. Each Loan Party, by its signature below, hereby affirms and confirms that, after giving effect to this Amendment, (i) its obligations under each of the Loan Documents to which it is a party and (ii) its guarantee of the Obligations and the pledge of and/or grant of a security interest in its assets as Collateral to secure the Obligations, and acknowledges and agrees that such guarantee, pledge and/or grant continue in full force and effect in respect of, and to secure, the Obligations. The amendment of the Credit Agreement pursuant to this Amendment and all other Loan Documents amended and/or executed and delivered in connection herewith is not intended to, and shall not, constitute a novation of the Credit Agreement or any of the other Loan Documents as in effect immediately prior to the Amendment No. 2 Effective Date.

5.           Issuing Lender Consent . Each Lender that is an Issuing Lender, by execution of this Amendment, consents in its capacity as Issuing Lender to this Amendment.

6.           Counterparts . This Amendment may be executed by different parties hereto in 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 counterpart of this Amendment by telecopy or e-mail shall be effective as delivery of a manually executed counterpart of this Amendment.

7.           Severability . If any term of this Amendment or any application thereof shall be held to be invalid, illegal or unenforceable, the validity of other terms of this Amendment or any other application of such term shall in no way be affected thereby.

8.           Entire Agreement . This Amendment sets forth the entire agreement and understanding of the parties with respect to the subject matter hereof and supersedes all prior understandings and agreements, whether written or oral, among the parties hereto relating to such subject matter. For the avoidance of doubt, there are no unwritten oral agreements among the parties hereto. No representation, promise, inducement or statement of intention has been made by any party that is not embodied in this Amendment, and no party shall be bound by or liable for any alleged representation, promise, inducement or statement of intention not set forth herein.

9.           Governing Law . This Amendment shall be governed by and construed in accordance with the laws of the State of New York without regard to its conflict of laws principles. The provisions of Section 11.11.2 through 11.11.5 of the Credit Agreement shall apply to this Amendment mutatis mutandis .

[SIGNATURE PAGES FOLLOW]

IN WITNESS WHEREOF, the parties hereto, by their officers thereunto duly authorized, have executed this Amendment as of the day and year first above written.

CNX MIDSTREAM PARTNERS LP

By: CNX MIDSTREAM GP LLC,

its general partner

By: /s/ Donald W. Rush    

Name: Donald W. Rush    

Title: Chief Financial Officer    

GUARANTORS:

CNX MIDSTREAM DEVCO I GP LLC

CNX MIDSTREAM DEVCO I LP

By: CNX MIDSTREAM DEVCO I GP LLC,

its general partner

CNX MIDSTREAM DEVCO III GP LLC

CNX MIDSTREAM FINANCE CORP.

CNX MIDSTREAM OPERATING COMPANY LLC

CNX MIDSTREAM SP HOLDINGS LLC

By: /s/ Donald W. Rush    

Name: Donald W. Rush    

Title: Chief Financial Officer    

PNC BANK, NATIONAL ASSOCIATION ,
as Administrative Agent, Lender, Swingline Lender and Collateral Agent

By: /s/ John Engel    

Name: John Engel

Title: Vice President

CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as a Lender

By:     /s/ Nupur Kuman    

Name: Nupur Kuman

Title: Authorized Signatory

By:     /s/ Christopher Zybrick    

Name: Christopher Zybrick

Title: Authorized Signatory

JPMORGAN CHASE BANK, N.A., as a Lender

By:     /s/ Anson Williams    

Name: Anson Williams

Title: Authorized Officer

MUFG BANK, LTD. (f/k/a THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.), as a Lender

By:     /s/ Kevin Sparks    

Name: Kevin Sparks

Title: Director

BANK OF AMERICA, N.A., as a Lender

By:     /s/ Stephen FitzPatrick    

Name: Stephen FitzPatrick

Title: Associate

CANADIAN IMPERIAL BANK OF COMMERCE, NEW YORK BRANCH, as a Lender

By:     /s/ Donovan C. Broussard    

Name: Donovan C. Broussard

Title: Authorized Signatory

By:     /s/ Scott W. Danvers    

Name: Scott W. Danvers

Title: Authorized Signatory

CAPITAL ONE, NATIONAL ASSOCIATION, as a Lender

By:     /s/ Scott Mackey    

Name: Scott Mackey

Title: Director

CITIBANK, N.A., as a Lender

By:     /s/ Phil Ballard    

Name: Phil Ballard

Title: Vice President

GOLDMAN SACHS BANK USA, as a Lender

By:     /s/ Ryan Durkin    

Name: Ryan Durkin

Title: Authorized Signatory

THE TORONTO-DOMINION BANK, NEW YORK BRANCH, as a Lender

By:     /s/ Katherine Hawara    

Name: Katherine Hawara

Title: Authorized Signatory

WELLS FARGO BANK, NATIONAL ASSOCIATION, as a Lender

By:     /s/ Jacob L. Osterman    

Name: Jacob L. Osterman

Title: Director

U.S. BANK NATIONAL ASSOCIATION, as a Lender

By:     /s/ Mark E. Thompson    

Name: Mark E. Thompson

Title: Senior Vice President

BRANCH BANKING & TRUST COMPANY, as a Lender

By:     /s/ Lincoln LaCour    

Name: Lincoln LaCour

Title: Vice President

ING CAPITAL LLC, as a Lender

By:     /s/ Scott Lamoreaux    

Name: Scott Lamoreaux

Title: Director

By:     /s/ Charles Hall    

Name: Charles Hall

Title: Managing Director

SUNTRUST BANK, as a Lender

By:     /s/ Arize Agumadu    

Name: Arize Agumadu

Title: Vice President

THE HUNTINGTON NATIONAL BANK, as a Lender

By:     /s/ Christopher Renyi    

Name: Christopher Renyi

Title: Senior Vice President

BARCLAYS BANK PLC, as a Lender

By:     /s/ Sydney G. Dennis    

Name: Sydney G. Dennis

Title: Director

KEYBANK NATIONAL ASSOCIATION, as a Lender

By:     /s/ George E. McKean    

Name: George E. McKean

Title: Senior Vice President

BMO HARRIS BANK N.A., as a Lender

By:     /s/ Melissa Guzmann    

Name: Melissa Guzmann

Title: Director

FIRST NATIONAL BANK OF PENNSYLVANIA, as a Lender

By:     /s/ Robert E. Heuler    

Name: Robert E. Heuler

Title: Vice President

MORGAN STANLEY BANK, N.A., as a Lender

By:     /s/ Michael King    

Name: Michael King

Title: Authorized Signatory

TRISTATE CAPITAL BANK, as a Lender

By:     /s/ Ellen Frank    

Name: Ellen Frank

Title: Senior Vice President

EXHIBIT 8.3.4

[See attached]

EXHIBIT 8.3.4

FORM OF

QUARTERLY COMPLIANCE CERTIFICATE

_____________, 20___

PNC Bank, National Association, as Administrative Agent
The Tower at PNC Plaza
300 Fifth Avenue
Pittsburgh, Pennsylvania 15222

With a copy to:

Agency Services, PNC Bank National Association
Mail Stop: P7-PFSC-05-W

500 First Avenue, 4th Floor
Pittsburgh, Pennsylvania 15219

Ladies and Gentlemen:

I refer to the Credit Agreement dated as of March 8, 2018 (as hereafter modified, amended, supplemented or restated from time to time, the “ Credit Agreement ”) among CNX MIDSTREAM PARTNERS LP (formerly known as CONE MIDSTREAM PARTNERS LP), a Delaware limited partnership (the “ Borrower ”), the Guarantors set forth therein, the Lenders set forth therein and PNC Bank, National Association, as the administrative agent for the Lenders (the “ Administrative Agent ”) and Collateral 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.

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.      Maximum Total Leverage Ratio . (Section 8.2.14(a)) The Total Leverage Ratio is ________ to 1.00 ( insert from Item 1(C) below ), which is not greater than the permitted ratio of [___] to 1.00.

2.      [Maximum Secured Leverage Ratio . (Section 8.2.14(b)) The Secured Leverage Ratio is ________ to 1.00 ( insert from Item 2(C) below ), which is not greater than the permitted ratio of 3.50 to 1.00.]

3.      Minimum Interest Coverage Ratio . (Section 8.2.14(c)) The Interest Coverage Ratio is            to 1.00 ( insert from Item 3(C) below ), which is not less than the permitted ratio of 2.50 to 1.00.

4.      [ 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.

5.      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.

6.      [Consolidated EBITDA for the period of four fiscal quarters ended as of the Report Date includes Capital Expansion Project Adjustments related to the Capital Expansion Project[s] described on [Exhibit B] [Exhibit B-1, B-[ ].]

7.      As of the Report Date, the Mortgage Requirement [is] [is not] satisfied.

IN WITNESS WHEREOF, the undersigned has executed this Certificate this _______ day of _____________, 20____.

CNX MIDSTREAM PARTNERS LP

By:    CNX Midstream GP LLC
    its general partner

By:             
    Name:    
    Title:    

EXHIBIT A

SWAP AGREEMENTS

[Include the following table if the actual commercial operation date for any Capital Expansion Project does not occur by the Originally Scheduled Commercial Operation Date:

[Include the following table if the commercial operation date for any Capital Expansion Project has occurred prior to the Report Date:]

[Include such other as reasonably requested by Administrative Agent]

Annex I

Detailed Calculation of Projected EBITDA

SCHEDULE 1.1(B)

COMMITMENTS OF LENDERS

[See Attached]

REVOLVING CREDIT FACILITY

Dated as of March 8, 2018,

as amended as of April 24, 2019

by and among

CNX MIDSTREAM PARTNERS LP
(formerly known as CONE MIDSTREAM PARTNERS LP)

and

THE GUARANTORS PARTY HERETO FROM TIME TO TIME

and

THE LENDERS PARTY HERETO FROM TIME TO TIME

and

PNC BANK, NATIONAL ASSOCIATION,
as the Administrative Agent and the Collateral Agent

_________________

JPMORGAN CHASE BANK, N.A.,
as the Syndication Agent

and

CREDIT SUISSE AG and
MUFG BANK, LTD.,
as Co-Documentation Agents

and

PNC CAPITAL MARKETS LLC,
JPMORGAN CHASE BANK, N.A.,
CREDIT SUISSE SECURITIES (USA) LLC and

MUFG BANK, LTD.,
as Joint Lead Arrangers and Joint Bookrunners

---

TABLE OF CONTENTS

LIST OF SCHEDULES AND EXHIBITS

SCHEDULES

EXHIBITS

CREDIT AGREEMENT

THIS CREDIT AGREEMENT (the “ Agreement ”) is dated as of March 8, 2018, as amended as of April 24, 2019, and is made by and among CNX MIDSTREAM PARTNERS LP (formerly known as CONE MIDSTREAM PARTNERS LP) , a Delaware limited partnership (the “ Borrower ”), EACH OF THE GUARANTORS (as hereinafter defined), the LENDERS (as hereinafter defined), and PNC BANK, NATIONAL ASSOCIATION , as administrative agent for the Lenders under this Agreement (in such capacity, the “ Administrative Agent ”) and as collateral agent for the Lenders and the other Secured Parties (in such capacity, the “ Collateral Agent ”).

WITNESSETH:

WHEREAS, the Borrower has requested the Lenders to provide a revolving credit facility to the Loan Parties.

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:

8.      CERTAIN DEFINITIONS

8.1      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 Period ” shall mean any period commencing on the date that a Material Acquisition is consummated through and including the last day of the second full fiscal quarter following the date on which such acquisition is consummated; provided that there shall be at least one full fiscal quarter between any two Acquisition Periods.

“ 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].

“ Agents ” shall mean, collectively, the Administrative Agent and the Collateral Agent. The term “ Agent ” shall mean any of the Agents.

“ Agreement ” shall have the meaning specified in the preamble hereto.

“ Amendment No. 2 ” shall mean Amendment No. 2 to this Agreement, dated as of the Amendment No. 2 Effective Date.

“ Amendment No. 2 Effective Date ” shall mean April 24, 2019.

“ Anti-Corruption Laws ” shall mean (a) the U.S. Foreign Corrupt Practices Act and rules and regulations thereunder, (b) the UK Bribery Act and (c) other anti-corruption and anti-bribery laws and regulations of any applicable jurisdiction.

“ 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, including the USA PATRIOT Act and regulations of OFAC.

“ Applicable Account ” shall mean a Deposit Account (other than an Excluded Account), a Securities Account or a Commodity Account.

“ Applicable Commitment Fee Rate ” shall mean the percentage rate per annum based on the Total Leverage Ratio according to the applicable table on Schedule 1.1(A) below the heading “Commitment Fee.”

“ Applicable Letter of Credit Fee Rate ” shall mean the percentage rate per annum based on the Total Leverage Ratio according to the applicable table on Schedule 1.1(A) below the heading “Letter of Credit Fee.”

“ Applicable Margin ” shall mean, as applicable:

“ Applicable Notes Indenture Cap ” shall mean the maximum amount of secured Indebtedness (and, notwithstanding the definition of “Indebtedness,” with letters of credit (including Letters of Credit) being deemed to have an outstanding principal amount of Indebtedness equal to the maximum potential liability of the Borrower and its Restricted Subsidiaries thereunder) that is permitted under any Permitted Unsecured Notes Indenture; provided that if different Permitted Unsecured Notes Indentures permit different amounts of Indebtedness, the most restrictive Permitted Unsecured Notes Indenture shall govern for purposes of this definition.

“ 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) .

“ 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 Midstream GP Entity, on behalf of the Borrower, authorized to execute notices, reports and other documents on behalf of the Loan Parties required hereunder. Any document delivered hereunder that is signed by an Authorized Officer of the Midstream GP Entity, on behalf of the Borrower, shall be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of the Borrower and such Authorized Officer shall be conclusively presumed to have acted on behalf of the Borrower. The Midstream GP Entity, on behalf of the Borrower, may amend such list of individuals from time to time by giving written notice of such amendment to the Administrative Agent.

“ Auto-Extension Letter of Credit ” shall have the meaning assigned to such term in Section 2.10.1(c) [Issuance of Letters of Credit].

“ Availability ” shall mean, as of any time, the difference between (a) the Commitments at such time, minus (b) the total Revolving Exposures of all Lenders at such time.

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

“ Bail-In Action ” shall mean the exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in respect of any liability of an EEA Financial Institution.

“ Bail-In Legislation ” shall mean, with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule.

“ 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 LIBOR Rate for an Interest Period of one month, 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)(i) [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.

“ Beneficial Ownership Certification ” shall mean a certification regarding beneficial ownership as required by the Beneficial Ownership Regulation.

“ Beneficial Ownership Regulation ” shall mean 31 C.F.R. § 1010.230.

“ Benefit Plan ” shall mean any of (a) an “employee benefit plan” (as defined in ERISA) that is subject to Title I of ERISA, (b) a “plan” (as defined in Section 4975 of the Code) or (c) any Person whose assets include (for purposes of ERISA Section 3(42) or otherwise for purposes of Title I of ERISA or Section 4975 of the Code) the assets of any such “employee benefit plan” or “plan.”

“ Board of Directors ” shall mean, with respect to any Person, (a) if the Person is a corporation, the board of directors of the corporation or any committee thereof duly authorized to act on behalf of such board or a similar governing body, (b) if the Person is a partnership, the board of directors of the general partner of the partnership or any committee thereof duly authorized to act on behalf of such board or a similar governing body and (c) with respect to any other Person, the functional equivalent of the foregoing.

“ 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 the Board of Directors of the Borrower and to be in full force and effect on the date of such certification.

“ Borrower ” shall have the meaning specified in the preamble hereto.

“ 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.

“ Building ” shall mean 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 or shall have such other meaning ascribed to such term in the Flood Laws.

“ 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 Expansion Project ” shall mean any project of one or more Loan Parties (a) with respect to which such Loan Parties will have Expansion Capital Expenditures attributable thereto in excess of $20,000,000, (b) for which construction or expansion of such project has commenced, (c) that is identified in a certificate delivered by the Borrower to the Administrative Agent not less than 30 days prior to the last day of the first fiscal quarter (or such lesser period as may be reasonably acceptable to the Administrative Agent) for which the Borrower desires to commence inclusion of a Capital Expansion Project Adjustment related to such project in Consolidated EBITDA, which certificate includes the Borrower’s projected Consolidated EBITDA for such project and the Borrower’s good faith anticipated commercial operation date for such project and (d) for which the Borrower has provided to the Administrative Agent, at such times as the Administrative Agent may from time to time request, in each case in form and substance satisfactory to the Administrative Agent in its reasonable discretion, information regarding such project including, to the extent such information is applicable, updated status reports summarizing each Capital Expansion Project currently under construction and covering original anticipated and current projected costs and capital expenditures (including information on actual costs to date) for such Capital Expansion Project, the originally identified and current projected commercial operation date, volume commitments to such project, pricing arrangements, hedging agreements relating to such project, the Borrower’s expectations as to the ability of third parties to perform under any contracts relating to utilization of such project, and any other aspect of such project as the Administrative Agent may reasonably request from time to time.

“ Capital Expansion Project Adjustment ” shall mean any adjustment for any Capital Expansion Project (i) during any fiscal quarter during which construction has commenced and commercial operations have not yet commenced, (ii) for the fiscal quarter during which commercial operations commence and (iii) for the first three full fiscal quarters following the completion of such project; provided that (A) all Capital Expansion Project Adjustments shall be based on projected Consolidated EBITDA attributable to such Capital Expansion Project during the first 12-month period following commencement of commercial operations of such Capital Expansion Project (which shall be determined by the Borrower based on customer contracts relating to such Capital Expansion Project, the creditworthiness of the other parties to such contracts, and projected revenues from such contracts, capital costs and expenses, and other factors reasonably deemed appropriate by the Administrative Agent) and shall be acceptable to the Administrative Agent in its reasonable discretion; provided that after first providing such projection for any Capital Expansion Project, the Borrower shall thereafter, until the end of the first 12-month period following commencement of commercial operations of such Capital Expansion Project, re-evaluate such anticipated Consolidated EBITDA quarterly and, if there is a material decrease or increase in such amount (as reasonably determined by the Borrower), the Borrower shall deliver an updated projection and calculation thereof, which, if reasonably acceptable to the

Administrative Agent, shall become and be deemed to be the Capital Expansion Project Adjustment for such Capital Expansion Project for each calculation of Consolidated EBITDA following the date on which such updated projection is delivered to the Administrative Agent until the next such re-evaluation, (B) for in-process Capital Expansion Projects, Consolidated EBITDA credit shall be given on a percentage of completion basis, (C) in no event shall the aggregate amount of all Capital Expansion Project Adjustments during any consecutive four fiscal quarter period exceed 20% of actual Consolidated EBITDA for such period prior to giving effect to any such adjustments, (D) for in-process projects, if the actual commercial operation date for any Capital Expansion Project does not occur by the scheduled commercial operation date for such project originally identified to the Administrative Agent by the Borrower, then the amount of such Consolidated EBITDA adjustment with respect to such project shall be reduced, for quarters ending after such scheduled commercial operation date to (but excluding) the first full fiscal quarter after the actual commercial operation date, by the following percentages depending on the period of delay (based on the period of actual delay or then-estimated delay, whichever is longer):  (1) 90 days or less, 0%, (2) longer than 90 days but not more than 180 days, 25%, (3) longer than 180 days but not more than 270 days, 50%, (4) longer than 270 days but not more than 365 days, 75%, and (5) longer than 365 days, 100%. No Capital Expansion Project Adjustment may be made unless the Borrower delivers pro forma projections of Consolidated EBITDA attributable to such Capital Expansion Project to the Administrative Agent and receives its approval as described above.

“ Capital Expenditures ” shall mean for any period, with respect to any Person, the aggregate of all expenditures by such Person during such period for the acquisition or leasing (in the case of leasing, pursuant to a Capital Lease Obligation) of fixed or capital assets or additions to equipment (including replacements, capitalized repairs and improvements during such period) which are required to be capitalized under GAAP on a consolidated balance sheet of such Person.

“ Capital Lease Obligation ” shall mean an obligation that is required to be classified and accounted for as a capital lease or financing 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.

“ Capital Stock ” of any Person shall mean (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, 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 reasonably satisfactory to such Issuing Lender, and such arrangement shall also be within the meaning of

Cash Collateralize. The terms “ Cash Collateral ” and “ Cash Collateralization ” shall have correlative meanings.

“ Casualty Event ” shall mean, with respect to any assets of the Borrower or any Restricted Subsidiary, 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 Restricted Subsidiary receives insurance proceeds or proceeds of a condemnation award or any other compensation. 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 Restricted Subsidiary 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.

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

“ CFC Holdco ” shall mean a Subsidiary of the Borrower 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) 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:

“ 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 March 8, 2018, the date of this Agreement.

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

“ CNX Midstream GP ” shall mean CNX Midstream GP LLC, a Delaware limited liability company.

“ 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 (i) any asset that shall have been released, pursuant to Section 10.10 [Authorization to Release Collateral and Guarantors] or Section 11.1.1(d) [Required Consents], from the Liens created under such Security Document or (ii) any Excluded Assets.

“ 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. The aggregate amount of the Commitments as of the Amendment No. 2 Effective Date is $600,000,000.

“ Commitment Fee ” shall have the meaning specified in Section 2.3 [Commitment Fees].

“ Commodity Account ” shall mean any “commodity account” as defined in the UCC in effect in the State of New York from time to time.

“ 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].

“ Consideration ” shall mean, with respect to any 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, excluding the portion thereof not 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 clauses (8), (9) and (10) below, to the extent deducted in calculating such Consolidated Net Income (without duplication):

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) (1) to the extent increasing Consolidated Net Income for such period, gains for such period from the early extinguishment of Indebtedness, (2) except to the extent already reducing Consolidated Net Income for such period, cash payments made in such period by the Borrower and the Restricted Subsidiaries related to legacy employee liabilities and (3) deficiency payments pursuant to minimum volume commitments, minimum well commitments or similar arrangement included in the calculation of Consolidated Net Income for such period, which payments were included in the Consolidated Net Income for a prior period pursuant to clause (a)(9) above. Consolidated EBITDA shall be calculated on a Pro Forma Basis. For the purposes of calculating Consolidated EBITDA, Consolidated Net Income and the expenses and other items described above shall be adjusted with respect to the portion of Consolidated Net Income and the portion of such expenses and other items which are attributable to the Specified DevCos and any other non-wholly owned Subsidiaries of the Borrower to reflect only the Borrower’s pro rata ownership interest in such Subsidiaries.

“ Consolidated Indebtedness ” shall mean, as of any date, the sum (without duplication) of (a) the aggregate principal amount of Indebtedness of the Borrower and the Restricted Subsidiaries of the type referenced under the first instances of clause (1), (2) or (3) of the definition of “Indebtedness” outstanding on such date and (b) all obligations of the Borrower and the Restricted Subsidiaries under any drawn letters of credit, bankers’ acceptances or similar credit transactions that are not reimbursed within one Business Day following receipt by the Borrower or the relevant Restricted Subsidiary of a demand for reimbursement following payment on such letter of credit, bankers’ acceptance or similar credit transaction, in each case under clause (a) or (b), after giving effect to all incurrences and repayments of Indebtedness occurring on such date.

“ 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) write-off of deferred financing costs and (ii) accretion of interest charges on 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:

“ 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:

“ Consolidated Net Tangible Assets ” shall mean the aggregate amount of assets (less applicable reserves and other properly deductible items) after deducting therefrom all goodwill, trade names, trademarks, patents, unamortized debt discount and expense, and other like intangibles, of the Borrower and its Restricted Subsidiaries computed in accordance with GAAP, as reflected in the most recent financial statements delivered pursuant to Section 8.3.1 [Quarterly Financial Statements] or Section 8.3.2 [Annual Financial Statements].

“ Contractual Requirement ” shall have the meaning assigned to that term in Section 6.6 [No Conflict; Borrower and Subsidiaries’ Status Under CNX Debt Documents].

“ Control Agreement ” shall mean a control agreement among the Collateral Agent, the depository bank, the securities intermediary or commodities counterparty, the other parties thereto and the applicable Loan Party, establishing the Collateral Agent’s control with respect to the applicable Deposit Account, Securities Account or Commodities Account, in each case, in form and substance reasonably satisfactory to the Administrative Agent and Collateral Agent.

“ Covered Entity ” shall mean (a) the Borrower, each of the 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 (excluding, in the case of this clause (b), CNX and its Subsidiaries (other than the Borrower and its Subsidiaries)).

“ 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].

“ 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.

“ Deeds ” shall have the meaning assigned to such term in Section 6.8(d) [Properties].

“ 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, (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 or (f) has, or has a direct or indirect parent company that has, become the subject of a Bail-In Action.

As used in this definition, 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 (i) 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 or (ii) the appointment of an administrator, provisional

liquidator, 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.

“ Deposit Account ” shall mean any “deposit account” as defined in the UCC in effect in the State of New York from time to time and shall specifically include any account with a deposit function.

“ Designated Non-Cash Consideration ” shall mean the F air Market Value of non-c ash Consideration received by the Borrower or a Restricted Subsidiary of the Borrower in connection with a Disposition that is so designated as Designated Non-Cash Consideration pursuant to an Officer’s Certificate, setting forth the basis of such valuation, 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 .

“ 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) above, (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:

“ Dollar ,” “ Dollars ,” “ U.S. Dollars ” and the symbol “ $ ” shall each mean lawful money of the United States of America.

“ Easement ” shall mean any right of way agreement, easement, surface use agreement or other similar agreement relating to any Midstream Asset owned or held by any Loan Party at the time in question.

“ EEA Financial Institution ” shall mean (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clause (a) or (b) of this definition and is subject to consolidated supervision with its parent.

“ EEA Member Country ” shall mean any of the member states of the European Union, Iceland, Liechtenstein, and Norway, or any other country that is a member of the European Economic Area.

“ EEA Resolution Authority ” shall mean any public administrative authority or any Person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.

“ 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.

“ Energy Policy Act ” shall mean the Energy Policy Act of 1992, Pub.L. No. 102-486, 106 Stat. 2776 (codified as amended in scattered sections of 15, 16, 25, 20, 42 U.S.C.), and any successor thereto.

“ 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 or to occupational or miner health and safety, 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), directly or indirectly resulting from or based upon (a) actual or alleged 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.

“ 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 the 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) the Borrower or an ERISA Affiliate is informed that any Multiemployer Plan to which the Borrower or the ERISA Affiliate contributes is in endangered or critical status within the meaning of Section 432 of the Code or Section 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