AMENDMENT NO. 2
This AMENDMENT NO. 2, dated as of June 5, 2020 (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 COAL RESOURCES LP (the Borrower), the guarantors party thereto, the lenders party thereto, CONSOL ENERGY INC., as administrative agent for the Lenders (the Administrative Agent) and PNC BANK, NATIONAL ASSOCIATION, as collateral agent for Secured Parties (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 (the Amended Credit Agreement).
WHEREAS, the Borrower desires to amend the Credit Agreement on the terms set forth herein; and
WHEREAS, the contemplated amendments require the consents of the Required Lenders under the Credit Agreement and the Required Lenders (as defined in the CEI Credit Agreement).
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. Amendments to the Credit Agreement. Effective as of the Amendment No. 2 Effective Date, the Credit Agreement is hereby amended to be as set forth below (references to Sections are to Sections of the Credit Agreement):
(a) Section 1.1 is hereby amended to add the following definitions in alphabetical order therein:
Amendment No. 2 Effective Date shall mean June 5, 2020.
Capital Expenditures shall mean for any period, with respect to any Person, the aggregate of all expenditures by such Person for the acquisition or leasing (in the case of leasing, pursuant to a capital lease) 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.
Consolidated Fixed Charges shall mean, for any period, calculated on a consolidated basis for the Borrower and the Restricted Subsidiaries, the sum of (a) Consolidated Cash Interest Expense for such period, (b) the amount of cash payments made (net of cash refunds received) during such period by the Borrower and the Restricted Subsidiaries in respect of Taxes based on income or profits (including state franchise taxes accounted for as income taxes in accordance with GAAP) during such period, (c) the aggregate amount of scheduled repayments of principal during such period in respect of any Consolidated Indebtedness, (d) dividends and distributions paid in cash during such period by the Borrower and the Restricted Subsidiaries on a consolidated basis and (e) Maintenance Capital Expenditures for such period.
Electronic Signature shall have the meaning assigned thereto in Section 11.10 [Counterparts; Integration; Effectiveness].