WAIVER NO. 1 TO CREDIT AGREEMENT
This WAIVER No. 1, dated as of February 27, 2019 (this Waiver) is to that certain Second Amended and Restated Credit Agreement dated as of March 8, 2018 (the Credit Agreement) by and among CNX Resources Corporation, a Delaware corporation (the Borrower), the guarantors from time to time party thereto, the lenders from time to time party thereto, JPMorgan Chase Bank, N.A., as syndication agent, and PNC Bank, National Association, as administrative agent (in such capacity, the Administrative Agent) and collateral agent. Capitalized terms used but not defined in this Waiver shall have the meanings given them in the Credit Agreement.
WHEREAS, the Borrower requests the waiver of a certain provision of the Credit Agreement as set forth below.
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. Waiver. Pursuant to Sections 2.9(f) and 8.2.1(m)(x)(i) of the Credit Agreement, the Required Lenders hereby waive, solely with respect to Specified Permitted Unsecured Notes, the requirement that the Borrowing Base be reduced by 25% of the aggregate principal amount of Permitted Unsecured Notes. Specified Permitted Unsecured Notes shall mean Permitted Unsecured Notes (not exceeding $650,000,000 in aggregate principal amount) issued at any time or from time to time on or after the Waiver Effective Date (as defined below) and prior to the earlier of (i) April 30, 2019 and (ii) the date on which the Borrowing Base redetermination based on the December 31 Reserve Report as of December 31, 2018 becomes effective.
2. Conditions Precedent. This Waiver shall be effective upon satisfaction of each of the following conditions (the date of such effectiveness, the Waiver Effective Date):
(a) Execution and Delivery. The Administrative Agent shall have received executed counterparts of this Waiver from each of the Borrower, the Administrative Agent and the Required Lenders.
(b) Representations; No Default. The representations and warranties contained in Section 3 of this Waiver shall be true and correct in all respects.
(c) Fees and Expenses. The Borrower shall have paid all fees and expenses of the Administrative Agent (including the reasonable fees, charges and disbursements of counsel to the Administrative Agent) in connection with this Waiver pursuant to Section 11.3.1 of the Credit Agreement.
For the avoidance of doubt, the Waiver Effective Date is February 27, 2019.
3. Representations and Warranties. The Borrower (on behalf of itself and the other Loan Parties) hereby represents and warrants to the Administrative Agent and the Lenders that