Item 1.01 Entry into a Material Definitive Agreement.

Credit Facility

On November 28, 2017, the Partnership and certain of its subsidiaries (collectively, the “ Credit Parties ”) entered into an Affiliated Company Credit Agreement (the “ Credit Agreement ”) by and among the Credit Parties, CONSOL Energy, as lender and administrative agent, and PNC Bank, National Association, as collateral agent (“ PNC ”). The Credit Agreement provides for a revolving credit facility in an aggregate principal amount of up to $275 million to be provided by CONSOL Energy, as lender. In connection with the completion of the Separation and the Partnership’s entry into the Credit Agreement, the Partnership made an initial draw of $201 million, the net proceeds of which were used to repay the Old Revolver (as defined below), to provide working capital for the Partnership following the separation and for other general corporate purposes. Additional drawings under the Credit Agreement are generally available for general partnership purposes. The Credit Agreement matures on February 27, 2023. The collateral obligations under the Credit Agreement generally mirror the Old Revolver, including the list of entities that will act as guarantors thereunder.

The obligations under Credit Agreement are guaranteed by the Partnership’s subsidiaries and secured by substantially all of the assets of the Partnership and its subsidiaries pursuant to the security agreement and various mortgages.

The Credit Agreement contains certain covenants and conditions that, among other things, limit the Partnership’s ability to incur or guarantee additional debt, make cash distributions (subject to certain limited exceptions), incur certain liens or permit them to exist, make particular investments and loans, enter into certain types of transactions with affiliates, merge or consolidate with another company, and transfer, sell or otherwise dispose of assets. The Partnership is also subject to covenants that require the Partnership to maintain certain financial ratios. For example, the Partnership is obligated to maintain at the end of each fiscal quarter (a) maximum first lien gross leverage ratio of 2.75 to 1.00 and (b) a maximum total net leverage ratio of 3.25 to 1.00, each of which will be calculated on a consolidated basis for the Partnership and its restricted subsidiaries at the end of each fiscal quarter.

The description set forth above is not complete and is subject to and qualified in its entirety by reference to the complete text of the Credit Agreement, a copy of which is filed herewith as Exhibit 10.1 and the terms of which are incorporated herein by reference.

The Credit Agreement is being filed herewith solely to provide investors and security holders with information regarding its terms. It is not intended to be a source of financial, business or operational information about the Partnership or any of its subsidiaries or affiliates. The representations, warranties and covenants contained in the Credit Agreement are made solely for purposes of that agreement and are made as of specific dates; are solely for the benefit of the parties thereto; may be made for the purpose of allocating contractual risk between the parties instead of establishing matters as facts; and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors or security holders. Investors and security holders should not rely on the representations, warranties and covenants or any description thereof as characterizations of the actual state of facts or condition of the Partnership or any of its subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations, warranties and covenants may change after the date of the Credit Agreement, which subsequent information may or may not be fully reflected in public disclosures.

Receivables Financing Agreement

On November 30, 2017, (1)(i) CONSOL Marine Terminals LLC, formerly known as CNX Marine Terminals LLC, as an originator of receivables, (ii) CONSOL Pennsylvania Coal Company LLC (“ CONSOL Pennsylvania ”), as an originator of receivables and as initial servicer of the receivables for itself and the other originators (collectively, the “ Originators ”), each a wholly owned subsidiary of CONSOL Energy, and (iii) CONSOL Funding LLC (the “ SPV ”), a Delaware special purpose entity and wholly owned subsidiary of CONSOL Energy, as buyer, entered into a Purchase and Sale Agreement (the “ Purchase and Sale Agreement ”) and (2)(i) CONSOL Thermal Holdings LLC, an indirect, wholly-owned subsidiary of the Partnership, as sub-originator (the “ Sub-Originator ”), and (ii) CONSOL Pennsylvania, as buyer and as initial servicer of the receivables for itself and the Sub-Originator, entered into a Sub-Originator Sale Agreement (the “ Sub-Originator PSA ”). In addition, on that date, the SPV entered into a Receivables Financing Agreement (the “ Receivables Financing Agreement ”) by and among (i) the SPV, as borrower, (ii) CONSOL Pennsylvania, as initial servicer, (iii) PNC Bank, as administrative agent, LC Bank and lender, and (iv) the additional persons from time to time party thereto as lenders. Together, the Purchase and Sale Agreement, the Sub-Originator PSA and the Receivables Financing Agreement establish the primary terms and conditions of an accounts receivable securitization program (the “ Securitization ”).

Pursuant to the Securitization, (i) the Sub-Originator will sell current and future trade receivables to CONSOL Pennsylvania and (ii) the Originators will sell and/or contribute current and future trade receivables (including receivables sold to CONSOL Pennsylvania by the Sub-Originator) to the SPV and the SPV will, in turn, pledge its interests in the receivables to PNC Bank, which will either make loans or issue letters of credit on behalf of the SPV. The maximum amount of advances and letters of credit outstanding under the Securitization may not exceed $100 million.

Loans under the Securitization will accrue interest at a reserve-adjusted LMIR rate equal to the one-month Eurodollar rate. Loans and letters of credit under the Securitization also will accrue a program fee and participation fee, respectively, equal to 4.00% per annum . In addition, the SPV paid certain structuring fees to PNC Capital Markets LLC and will pay other customary fees to the lenders, including a fee on unused commitments.

The SPV’s assets and credit are not available to satisfy the debts and obligations owed to the creditors of the CONSOL Energy, the Sub-Originator or any of the Originators. The Sub-Originator, the Originators and CONSOL Pennsylvania as servicer are independently liable for their own customary representations, warranties, covenants and indemnities. In addition, CONSOL Energy has guaranteed the performance of the obligations of the Sub-Originator, the Originators and CONSOL Pennsylvania as servicer, and will guarantee the obligations of any additional originators or successor servicer that may become party to the Securitization. However, neither CONSOL Energy nor its affiliates will guarantee collectability of receivables or the creditworthiness of obligors thereunder.

The Securitization contains various customary representations and warranties, covenants and default provisions which provide for the termination and acceleration of the commitments and loans under the Securitization in circumstances including, but not limited to, failure to make payments when due, breach of representation, warranty or covenant, certain insolvency events or failure to maintain the security interest in the trade receivables, and defaults under other material indebtedness.

The description of Sub-Originator’s obligations set forth above is not complete and is subject to and qualified in its entirety by reference to the complete text of the Sub-Originator PSA which is filed herewith as Exhibit 10.6 and the terms of which are incorporated herein by reference.

Amended Partnership Agreement

On November 28, 2017, in connection with the Separation, the Partnership entered into the Third Amended and Restated Agreement of Limited Partnership of the Partnership (the “ Amended Partnership Agreement ”) to change the name of the Partnership to “CONSOL Coal Resources LP” from “CNX Coal Resources LP” and to delete references to the Class A Preferred Units representing limited partner interests in the Partnership, all of which have been converted into common units representing limited partner interests in the Partnership (“ Common Units ”), as previously disclosed.

The description set forth above is not complete and is subject to and qualified in its entirety by reference to the complete text of the Amended Partnership Agreement, a copy of which is filed herewith as Exhibit 3.2 and the terms of which are incorporated herein by reference.

Second Amendment to Pennsylvania Mine Complex Operating Agreement

On November 28, 2017, in connection with the Separation, CONSOL Pennsylvania Coal Company LLC, Conrhein Coal Company, CONSOL Thermal Holdings LLC, an indirect subsidiary of the Partnership, formerly known as CNX Thermal Holdings LLC (“ CONSOL Thermal ”), and the Partnership entered into the Second Amendment (the “ Operating Agreement Amendment ”) to the Pennsylvania Mine Complex Operating Agreement dated July 7, 2015, as amended by the First Amendment thereto, dated September 30, 2016 (the “ Existing Operating Agreement ”). The Operating Agreement Amendment amends the Existing Operating Agreement to permit the Partnership to enter into the Credit Agreement and to make certain other required changes.

The description set forth above is not complete and is subject to and qualified in its entirety by reference to the complete text of the Operating Agreement Amendment, a copy of which is filed herewith as Exhibit 10.2 and the terms of which are incorporated herein by reference.

First Amendment to First Amended and Restated Omnibus Agreement

On November 28, 2017, in connection with the Separation, CONSOL Coal Resources GP LLC, the general partner of the Partnership, formerly known as CNX Coal Resources GP LLC (the “ General Partner ”), the Partnership, CNX, CONSOL Energy and certain of its subsidiaries entered into the First Amendment (the “ First Amendment to Omnibus Agreement ”) to the First Amended and Restated Omnibus Agreement, dated September 30, 2016, by and among CNX, the General Partner, the Partnership and the other parties listed on Exhibit A thereto (the “ Existing Omnibus Agreement ”), to, among other things:

The description set forth above is not complete and is subject to and qualified in its entirety by reference to the complete text of the First Amendment to Omnibus Agreement, a copy of which is filed herewith as Exhibit 10.3 and the terms of which are incorporated herein by reference.

First Amendment to Water Supply Agreement

On November 28, 2017, in connection with the Separation, CNX Water Assets LLC (“ CNX Water Assets ”) and CONSOL Thermal entered into the First Amendment (the “ First Amendment to Water Supply Agreement ”) to the Water Supply and Services Agreement, dated July 7, 2015, by and between CNX Water Assets and CNX Thermal (the “ Water Supply Agreement ”) to revise and remove certain services provided under the agreement, revise the payment terms to require CNX Water Assets to deliver invoices no later than 30 days after the end of each calendar month for the water supply fees incurred during the prior calendar month, to revise the arbitration provisions applicable to the agreement and to make certain other immaterial changes.

The description set forth above is not complete and is subject to and qualified in its entirety by reference to the complete text of the First Amendment to Water Supply Agreement, a copy of which is filed herewith as Exhibit 10.4 and the terms of which are incorporated herein by reference.

First Amendment to Contract Agency Agreement

On November 28, 2017, in connection with the Separation, CONSOL Thermal, CONSOL Energy Sales Company, a subsidiary of CONSOL Energy (“ CONSOL Energy Sales ”), and certain other parties entered into the First Amendment to Contract Agency Agreement (the “ First Amendment to Contract Agency Agreement ”) to amend the terms of the Contract Agency Agreement dated July 7, 2015 (the “ Contract Agency Agreement ”) under which CONSOL Energy Sales acts as agent to market and sell the coal produced from the PAMC and administers the Partnership’s existing coal purchase and sale contracts. The First Amendment to Contract Agency Agreement amends the Contract Agency Agreement to remove from the terms of the Contract Agency Agreement certain contracts and parties that pertain to operations of CNX related to natural gas sales.

The description set forth above is not complete and is subject to and qualified in its entirety by reference to the complete text of the First Amendment to Contract Agency Agreement, a copy of which is filed herewith as Exhibit 10.5 and the terms of which are incorporated herein by reference.