Form SC 13D CNX Coal Resources LP Filed by: GREENLIGHT CAPITAL INC

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July 7, 2015 4:52 PM EDT

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	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549	OMB APPROVAL
		OMB Number:3235-0145 Estimated average burden hours per response… 10.4

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. )*

CNX Coal Resources LP

(Name of Issuer)

Common Units

(Title of Class of Securities)

BYN7H37

(CUSIP Number)

Greenlight Capital, Inc.

140 East 45th Street, Floor 24

New York, New York 10017

Tel. No.: (212) 973-1900

Attention: Chief Operating Officer

(Name, Address and Telephone Number of Person Authorized to

Receive Notices and Communications)

- with copies to -

Barry N. Hurwitz

Morgan, Lewis & Bockius LLP

One Federal Street

Boston, MA 02110

(617) 951-8000

July 7, 2015

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

1	Names of Reporting Persons. Greenlight Capital, Inc.
2	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a) [ ]
	(b) [ ]
3	SEC Use Only
4	Source of Funds (See Instructions): AF, WC
5	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e): [ ]
6	Citizenship or Place of Organization. Delaware
Number of Shares Beneficially Owned by Each Reporting Person With		7 Sole Voting Power 0
		8 Shared Voting Power 3,248,638
		9 Sole Dispositive Power 0
		10 Shared Dispositive Power 3,248,638
11	Aggregate Amount Beneficially Owned by Each Reporting Person 3,248,638
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ]
13	Percent of Class Represented by Amount in Row (11) 28.0%
14	Type of Reporting Person (See Instructions) CO

1	Names of Reporting Persons. DME Advisors GP, LLC
2	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a) [ ]
	(b) [ ]
3	SEC Use Only
4	Source of Funds (See Instructions): AF, WC
5	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e): [ ]
6	Citizenship or Place of Organization. Delaware
Number of Shares Beneficially Owned by Each Reporting Person With		7 Sole Voting Power 0
		8 Shared Voting Power 2,239,800
		9 Sole Dispositive Power 0
		10 Shared Dispositive Power 2,239,800
11	Aggregate Amount Beneficially Owned by Each Reporting Person 2,239,800
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ]
13	Percent of Class Represented by Amount in Row (11) 19.3%
14	Type of Reporting Person (See Instructions) OO

1	Names of Reporting Persons. DME Advisors, L.P.
2	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a) [ ]
	(b) [ ]
3	SEC Use Only
4	Source of Funds (See Instructions): AF, WC
5	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e): [ ]
6	Citizenship or Place of Organization. Delaware
Number of Shares Beneficially Owned by Each Reporting Person With		7 Sole Voting Power 0
		8 Shared Voting Power 719,300
		9 Sole Dispositive Power 0
		10 Shared Dispositive Power 719,300
11	Aggregate Amount Beneficially Owned by Each Reporting Person 719,300
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ]
13	Percent of Class Represented by Amount in Row (11) 6.2%
14	Type of Reporting Person (See Instructions) PN

1	Names of Reporting Persons. DME Capital Management, LP
2	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a) [ ]
	(b) [ ]
3	SEC Use Only
4	Source of Funds (See Instructions): AF, WC
5	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e): [ ]
6	Citizenship or Place of Organization. Delaware
Number of Shares Beneficially Owned by Each Reporting Person With		7 Sole Voting Power 0
		8 Shared Voting Power 1,520,500
		9 Sole Dispositive Power 0
		10 Shared Dispositive Power 1,520,500
11	Aggregate Amount Beneficially Owned by Each Reporting Person 1,520,500
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ]
13	Percent of Class Represented by Amount in Row (11) 13.1%
14	Type of Reporting Person (See Instructions) PN

1	Names of Reporting Persons. David Einhorn
2	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a) [ ]
	(b) [ ]
3	SEC Use Only
4	Source of Funds (See Instructions): AF, WC
5	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e): [ ]
6	Citizenship or Place of Organization. USA
Number of Shares Beneficially Owned by Each Reporting Person With		7 Sole Voting Power 0
		8 Shared Voting Power 5,488,438
		9 Sole Dispositive Power 0
		10 Shared Dispositive Power 5,488,438
11	Aggregate Amount Beneficially Owned by Each Reporting Person 5,488,438
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ]
13	Percent of Class Represented by Amount in Row (11) 47.3%
14	Type of Reporting Person (See Instructions) IN

SCHEDULE 13D

Item 1.

Security and Issuer

This Schedule 13D relates to common units (“Common Units”), of CNX Coal Resources LP, a Delaware limited partnership (the “Issuer” or the “Company”). The address of the Company’s principal executive offices is 1000 CONSOL Energy Drive , Canonsburg, Pennsylvania 15317.

Item 2.

Identity and Background

(a) This Schedule 13D is being filed on behalf of Greenlight Capital, Inc., a Delaware corporation (“Greenlight Inc.”), DME Advisors GP, LLC, a Delaware limited liability company (“Advisors GP”), DME Advisors, L.P., a Delaware limited partnership of which Advisors GP is the general partner (“Advisors”), DME Capital Management, LP, a Delaware limited partnership of which Advisors GP is the general partner (“DME CM”), and Mr. David Einhorn (the “Principal” and, together with Greenlight Inc., Advisors GP, Advisors and DME CM, the “Reporting Persons”). Mr. Einhorn is the principal of each of Greenlight Inc., Advisors GP, Advisors and DME CM.

Greenlight Inc. acts as investment manager for Greenlight Capital, L.P., a Delaware limited partnership (“GCLP”), Greenlight Capital Qualified, L.P., a Delaware limited partnership (“GCQP”), and Greenlight Capital Offshore Partners (“GCO”), a British Virgin Islands partnership. Advisors acts as the investment manager for a managed account (“Managed Account”). DME CM acts as the investment manager for Greenlight Capital Offshore Master (Gold), Ltd., a British Virgin Islands company (“GGOM”), and for Greenlight Capital (Gold), LP, a Delaware limited partnership (“GGLP”). GCLP, GCQP, GCO, Managed Account, GGOM, GGLP and the Reporting Persons are referred to herein collectively as “Greenlight.” Each of GCO, GGOM and the Managed Account holds its respective Common Units through separate wholly-owned subsidiaries, and all references herein to GCO, GGOM and the Managed Account include such entities and their respective wholly-owned subsidiaries.

The Reporting Persons may be deemed to beneficially own the Common Units reported herein in light of the Reporting Persons’ voting and investment powers with respect thereto. Each of the Reporting Persons disclaims beneficial ownership of such Common Units except to the extent of its pecuniary interest therein, and the inclusion of such securities in this report shall not be deemed an admission of beneficial ownership for any purpose.

(b) The business address of each of the Reporting Persons is 140 East 45 Street, Floor 24, New York, NY 10017.

(c) The principal business of each of Greenlight Inc., DME CM and DME Advisors is to provide investment management services to individuals and institutions. The principal business of Advisors GP is to serve as the general partner of DME CM and DME Advisors. The principal occupation of Mr. Einhorn is investment management.

(d) None of the Reporting Persons has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) None of the Reporting Persons has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or State securities laws or finding any violation with respect to such laws.

(f) See Item 6 of the respective cover page of each Reporting Person.

Item 3.

Source and Amount of Funds or Other Consideration

The Common Units reported herein as being beneficially owned by the Reporting Persons were purchased using working capital of Greenlight.

Item 4.

Purpose of Transaction

Greenlight acquired Common Units of the Company for investment purposes in connection with a private placement that closed on July 7, 2015, and in open market purchases as identified in Item 5. Reference is made to the Company’s Form 424B4 filed with the Commission on July 1, 2015 for a complete description of the private placement. Greenlight may make, or cause, further acquisitions of Common Units from time to time and may dispose of, or cause to be disposed, any or all of the Common Units held by Greenlight at any time.

Greenlight intends to evaluate on an ongoing basis the investment in the Company and its options with respect to such investment. In connection with that evaluation, Greenlight may seek to meet with the board of directors and/or members of senior management of the Company’s general partner or communicate publicly or privately with other stockholders or third parties to indicate Greenlight’s views on issues relating to the strategic direction undertaken by the Company and other matters of interest to stockholders generally. As part of any such discussions, Greenlight may make recommendations, including but not limited to changes in the strategic direction of the Issuer as a means of enhancing shareholder value, changes to the board of directors of the Company’s general partner, and changes in the Company’s capital structure.

Such suggestions or positions may relate to one or more of the transactions specified in clauses (a) through (j) of Item 4 of Schedule 13D, including: changes in the composition of the board of directors or management of the Company’s general partner, changes to the Company’s limited partnership agreement, restructuring the Company’s capitalization or dividend policy, the acquisition or disposition of additional securities of the Company and the sale of material assets or another extraordinary corporate transaction, including a sale transaction.

Item 5.

Interest in Securities of the Issuer

(a) and (b) See Items 7-11 of the cover pages and Item 2 above.

(c) The following table lists transactions in the Common Units purchased by Greenlight during the sixty day period prior to the filing of this Schedule 13D:

Transaction	Purchaser	Date	No. Shares	Price Per Share
Open market purchase	GCLP	07/01/2015	5,100	$15.05
Open market purchase	GCQP	07/01/2015	3,500	$15.05
Open market purchase	GGLP	07/01/2015	41,100	$15.05
Open market purchase	GCO	07/01/2015	54,369	$15.05
Open market purchase	GGOM	07/01/2015	43,700	$15.05
Open market purchase	Managed Account	07/01/2015	34,400	$15.05
Open market purchase	GCLP	07/02/2015	400	$15.05
Open market purchase	GCQP	07/02/2015	300	$15.05
Open market purchase	GGLP	07/02/2015	3,300	$15.05
Open market purchase	GCO	07/02/2015	4,309	$15.05
Open market purchase	GGOM	07/02/2015	3,500	$15.05
Open market purchase	Managed Account	07/02/2015	2,700	$15.05
Open market purchase	GCLP	07/07/2015	10,000	$15.05
Open market purchase	GCQP	07/07/2015	59,800	$15.05
Open market purchase	GGLP	07/07/2015	38,500	$15.05
Open market purchase	GCO	07/07/2015	106,960	$15.05
Open market purchase	GGOM	07/07/2015	39,200	$15.05
Open market purchase	Managed Account	07/07/2015	37,300	$15.05
Private Placement	GCLP	07/07/2015	170,800	$15.00
Private Placement	GCQP	07/07/2015	1,008,800	$15.00
Private Placement	GGLP	07/07/2015	670,000	$15.00
Private Placement	GCO	07/07/2015	1,824,300	$15.00
Private Placement	GGOM	07/07/2015	681,200	$15.00
Private Placement	Managed Account	07/07/2015	644,900	$15.00

(d) Not applicable.

(e) Not applicable.

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Pursuant to the Common Unit Purchase Agreement (as defined below), Greenlight agreed to purchase not less than 2,000,000 and not more than 5,000,000 Common Units from the Company in a private placement transaction (the “Private Placement”), depending on the number of Common Units sold by the Company in connection with its concurrent initial public offering of Common Units (the “IPO”), at a price of $15.00 per share. The closing of the Private Placement was contingent upon several closing conditions, including the consummation of the IPO, which itself was contingent upon several closing conditions.

The Company entered into a registration rights agreement with Greenlight, pursuant to which Greenlight was granted customary registration rights with respect to the Common Units.

In addition, the board of directors of the Company’s general partner agreed to waive a provision under the Company’s limited partnership agreement that would have otherwise restricted Greenlight’s voting rights as a result of its ownership of 20% or more of the Common Units outstanding.

Item 7.

Material to Be Filed as Exhibits

Exhibit 99.1

Joint Filing Agreement, executed by and among the Reporting Persons, dated July 7, 2015.

Exhibit 99.2

Common Unit Purchase Agreement, dated as of June 25, 2015, by and among the Company and certain of the Greenlight purchasers, incorporated by reference to Exhibit 10.12 to Amendment No. 7 to the Company’s Registration Statement on Form N-1A, filed by the Company with the Securities and Exchange Commission on June 26, 2015 (as amended by the Amendment to the Common Unit Purchase Agreement described below, the “Common Unit Purchase Agreement”).

Exhibit 99.3

Amendment to the Common Unit Purchase Agreement, dated as of June 30, 2015, by and among the Company and the Greenlight purchasers.

Exhibit 99.4

Registration Rights Agreement, dated as of July 7, 2015, by and among the Company and the Greenlight purchasers.

Exhibit 99.5

Waiver of 20% Voting Limitation Agreement, dated as of July 7, 2015, by and among the general partner of the Company and the Greenlight purchasers.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: July 7, 2015

Greenlight Capital, Inc.

By: /s/Harry Brandler

Harry Brandler

Chief Financial Officer

DME Advisors GP, L.L.C.

By: /s/Harry Brandler

Harry Brandler

Chief Financial Officer

DME Advisors, L.P.

By: /s/Harry Brandler

Harry Brandler

Chief Financial Officer

DME Capital Management, LP

By: /s/Harry Brandler

Harry Brandler

Chief Financial Officer

/s/Harry Brandler**

Harry Brandler, on behalf of David Einhorn

** The Power of Attorney, executed by David Einhorn authorizing Harry Brandler and Daniel Roitman to sign and file this Schedule 13G on David Einhorn’s behalf, which was filed with a Schedule 13G filed with the Securities and Exchange Commission on July 18, 2005 by the Reporting Persons with respect to the Ordinary Shares of Flamel Technologies S.A., is hereby incorporated by reference.

Exhibit 99.1

JOINT FILING AGREEMENT

This Joint Filing Agreement, dated as of July 7, 2015, is by and among Greenlight Capital, Inc., DME Advisors GP, L.L.C., DME Advisors, L.P., DME Capital Management, LP, and David Einhorn (collectively, the "Filers").

Each of the Filers may be required to file with the United States Securities and Exchange Commission a statement on Schedule 13G and/or 13D with respect to shares of Common Units of CNX Coal Resources LP that may be beneficially owned by them from time to time.

Pursuant to and in accordance with Rule 13(d)(1)(k) promulgated under the Securities Exchange Act of 1934, as amended, the Filers hereby agree to file a single statement on Schedule 13G and/or 13D (and any amendments thereto) on behalf of each of such parties, and hereby further agree to file this Joint Filing Agreement as an exhibit to such statement, as required by such rule.

This Joint Filing Agreement may be terminated by any of the Filers upon one week's prior written notice (or such lesser period of notice as the Filers may mutually agree) to the other party.

Executed and delivered as of the date first above written.

Greenlight Capital, Inc.

By: /s/Harry Brandler

Harry Brandler

Chief Financial Officer

DME Advisors GP, L.L.C.

By: /s/Harry Brandler

Harry Brandler

Chief Financial Officer

DME Advisors, L.P.

By: /s/Harry Brandler

Harry Brandler

Chief Financial Officer

DME Capital Management, LP

By: /s/Harry Brandler

Harry Brandler

Chief Financial Officer

/s/Harry Brandler**

Harry Brandler, on behalf of David Einhorn

Exhibit 99.3

AMENDMENT TO THE COMMON UNIT PURCHASE AGREEMENT

This AMENDMENT TO THE COMMON UNIT PURCHASE AGREEMENT, dated as of June 30, 2015 (this “Amendment”), is made by and among CNX Coal Resources LP, a Delaware limited partnership (the “Partnership”) and each of the entities identified on Exhibit A hereto (each, a “Purchaser” and collectively, the “Purchasers”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in that certain Common Unit Purchase Agreement, dated as of June 25, 2015 (the “Purchase Agreement”), by and among the Partnership and Greenlight Capital, L.P., Greenlight Capital Qualified, L.P. and Greenlight Capital (Gold), LP (collectively, the “Original Purchasers”).

WITNESSETH:

WHEREAS, the Original Purchasers and the Partnership previously entered into the Purchase Agreement pursuant to which the Original Purchasers shall purchase Common Units at the Closing in accordance with the terms therein;

WHEREAS, pursuant to Section 8.2 of the Purchase Agreement, the Purchase Agreement may be amended or modified by written instrument making specific reference to the Purchase Agreement and signed by the Partnership and the Original Purchasers; and

WHEREAS, the Partnership and the Purchasers (including the Original Purchasers) wish to amend the Purchase Agreement in accordance the terms herein.

NOW, THEREFORE, in consideration of the promises, mutual covenants and agreements hereinafter set forth, the parties hereto hereby agree as follows:

1. Amendment.

1.1. Exhibit A to the Purchase Agreement is hereby amended by deleting the Exhibit A attached thereto in its entirety and replacing it with Exhibit A attached hereto. For the avoidance of doubt, any reference to “Purchaser” or “Purchasers” in the Purchase Agreement shall refer to the Purchasers as defined in this Amendment as identified in Exhibit A attached hereto.

1.2. The lead in sentences to Sections 4 and 5 of the Purchase Agreement is hereby amended such that any reference to “the date hereof” shall instead be a reference to “June 30, 2015.”

1.3. Section 5.1 of the Purchase Agreement is hereby amended such that the reference to “partnership power” shall instead be a reference to “partnership or limited liability company power.”

2. Effect; Governing Law. Except as specifically amended by this Amendment, the Purchase Agreement shall remain unmodified and in full force and effect. The provisions of Sections 8.1-8.7 and 8.10 of the Purchase Agreement shall apply mutatis mutandis to this Amendment.

* * * * *

(Signature Page Follows)

IN WITNESS HEREOF, the parties hereto have caused this Amendment to be executed and delivered by their respective duly authorized signatories on the date first written above.

THE PARTNERSHIP:

CNX COAL RESOURCES LP

By: CNX Coal Resources GP LLC, its general partner

By: /s/ Lori Ritter

Name: Lori Ritter

Title: CFO

THE PURCHASERS:

GREENLIGHT CAPITAL, LP

By: Greenlight Capital, Inc., its investment manager

By: /s/ Daniel Roitman/Harry Brandler

Name: Daniel Roitman/Harry Brandler

Title: COO/CFO

GREENLIGHT CAPITAL QUALIFIED, LP

By: Greenlight Capital, Inc., its investment manager

By: /s/ Daniel Roitman/Harry Brandler

Name: Daniel Roitman/Harry Brandler

Title: COO/CFO

GREENLIGHT CAPITAL (GOLD), LP

By: DME Capital Management, LP, its investment manager

By: /s/ Daniel Roitman/Harry Brandler

Name: Daniel Roitman/Harry Brandler

Title: COO/CFO

GREENLIGHT COAL (GCOP), LLC

By: Greenlight Capital, Inc., its manager

By: /s/ Daniel Roitman/Harry Brandler

Name: Daniel Roitman/Harry Brandler

Title: COO/CFO

GREENLIGHT COAL (GGOM), LLC

By: Greenlight Capital, Inc., its manager

By: /s/ Daniel Roitman/Harry Brandler

Name: Daniel Roitman/Harry Brandler

Title: COO/CFO

GREENLIGHT COAL (GLRE), LLC

By: Greenlight Capital, Inc., its manager

By: /s/ Daniel Roitman/Harry Brandler

Name: Daniel Roitman/Harry Brandler

Title: COO/CFO

EXHIBIT 99.4

REGISTRATION RIGHTS AGREEMENT

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) dated as of July 7, 2015 is entered into by and among CNX Coal Resources LP, a Delaware limited partnership (the “Partnership”), and certain holders of securities of the Partnership party to this Agreement (collectively, the “Investor Parties”).

WHEREAS, the Investor Parties own common units of the Partnership (the “Common Units”); and

WHEREAS, the Partnership and the Investor Parties are party to that certain Common Unit Purchase Agreement, dated as of June 25, 2015 (the “Purchase Agreement”) pursuant to which the Partnership has agreed to provide the Investor Parties with customary registration rights with respect to the Common Units acceptable to the Investor Parties and consistent with the disclosure regarding such registration rights in the registration statement on Form S-1 (File No. 333-203165), as amended as of the date of the Purchase Agreement, provided, that the rights, terms and conditions of the Investor Parties pursuant to such Registration Rights Agreement shall not be materially less favorable to the Investor Parties, as determined by the Investor Parties, in their reasonable discretion, than the relevant rights, terms and conditions set forth in Section 7.12 of the First Amended and Restated Agreement of Limited Partnership of the Partnership (the “Partnership Agreement”).

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing recitals and the mutual promises hereinafter set forth, the parties hereto agree, as follows:

ARTICLE I

CERTAIN DEFINED TERMS

Section 1.1 DEFINITIONS. For purposes of this Agreement:

(a) “Affiliate” means, with respect to any Person, (i) any other Person of which securities or other ownership interests representing more than fifty percent (50%) of the voting interests are, at the time such determination is being made, owned, Controlled or held, directly or indirectly, by such Person or (ii) any other Person which, at the time such determination is being made, is Controlling, Controlled by or under common Control with, such Person. As used herein, “Control”, whether used as a noun or verb, refers to the possession, directly or indirectly, of the power to direct, or cause the direction of, the management or policies of a Person, whether through the ownership of voting securities or otherwise.

(b) “Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder.

(d) “Holder” means a Person that (i) is a party to this Agreement (or a permitted transferee thereof under Section 2.12 hereof) and (ii) owns Registrable Securities.

(e) “Participating Holders” means Holders participating, or electing to participate, in an offering of Registrable Securities.

(f) “Person” means any individual, firm, corporation, company, partnership, trust, incorporated or unincorporated association, limited liability company, joint venture, joint stock company, government (or an agency or political subdivision thereof) or other entity of any kind, and shall include any successor (by merger or otherwise) of any such entity.

(g) “Registrable Securities” means the Common Units held by Holders, whether held as of the date of this Agreement or hereafter acquired; provided, however, that such Common Units shall cease to be Registrable Securities (A) upon the sale thereof pursuant to an effective registration statement, (B) upon the sale thereof pursuant to Rule 144 (or successor rule under the Securities Act), (C) when such securities cease to be outstanding, (D) when all such securities become eligible for immediate sale under Rule 144 (or successor rule under the Securities Act), without any time or volume limitations under such Rule or (E) when such securities have been sold in a private transaction in which the transferor’s rights under this Agreement are not assigned to the transferee of such securities pursuant to the terms of this Agreement.

(h) “Registration Expenses” mean all expenses (other than underwriting discounts and commissions) arising from or incident to the performance of, or compliance with, this Agreement, including, without limitation, (i) SEC, stock exchange, FINRA and other registration and filing fees, (ii) all fees and expenses incurred in connection with complying with any securities or blue sky laws (including fees, charges and disbursements of counsel in connection with blue sky qualifications of the Registrable Securities), (iii) all printing, messenger and delivery expenses, (iv) the fees, charges and disbursements of counsel to the Partnership and of its independent public accountants and any other accounting and legal fees, charges and expenses incurred by the Partnership (including any expenses arising from any special audits or “comfort letters” required in connection with or incident to any registration), (v) the fees, charges and disbursements of any special experts retained by the Partnership in connection with any registration pursuant to the terms of this Agreement, (vi) all internal expenses of the Partnership (including all salaries and expenses of its officers and employees performing legal or accounting duties), (vii) the fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange and (viii) Securities Act liability insurance (if the Partnership elects to obtain such insurance), regardless of whether any Registration Statement filed in connection with such registration is declared effective. “Registration Expenses” shall also include fees, charges and disbursements of one (1) firm of counsel to all of the Participating Holders participating in any underwritten public offering pursuant to Article II hereof (which shall be selected by the Participating Holders holding a majority of the Registrable Securities to be sold in such offering).

(i) “Registration Statement” means any Registration Statement of the Partnership filed with the SEC on the appropriate form pursuant to the Securities Act which covers any of the Registrable Securities pursuant to the provisions of this Agreement and all amendments and supplements to any such Registration Statement, including post-effective amendments, in each case including the prospectus contained therein, all exhibits thereto and all materials incorporated by reference therein.

(j) “SEC” means the United States Securities and Exchange Commission.

(k) “Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder.

(l) “Selling Expenses” means the underwriting fees, discounts, selling commissions and stock transfer taxes applicable to all Registrable Securities registered by the Participating Holders.

(m) “WKSI” means a well-known seasoned issuer as defined in Rule 405 under the Securities Act.

ARTICLE II

REGISTRATION RIGHTS

Section 2.1 DEMAND REGISTRATION.

(a) Request by Holders. Upon receipt of a written request from one or more Holders (the “Requesting Holders”) that the Partnership register Registrable Securities held by Requesting Holders (a “Demand Request”), then the Partnership shall, within ten (10) days after receipt of such Demand Request, give written notice of such request (a “Request Notice”) to all Holders. Each Demand Request shall (x) specify the number of Registrable Securities that the Requesting Holders intend to sell or dispose of, (y) state the intended method or methods of sale or disposition of the Registrable Securities and (z) specify the expected price range (net of underwriting discounts and commissions) acceptable to the Requesting Holders to be received for such Registrable Securities; provided that any Demand Request must relate to Registrable Securities having a fair market value equal to or greater than $5,000,000 based on the average closing price of the Common Units on the New York Stock Exchange (or such other exchange on which the Common Units may then be listed) for the five business days immediately prior to the Demand Request (the “Minimum Amount”). Following receipt of a Demand Request, the Partnership shall:

(i) cause to be filed, as soon as practicable, but within thirty (30) days of the date of delivery to the Partnership of the Demand Request, a Registration Statement covering such Registrable Securities which the Partnership has been so requested to register by the Requesting Holders and other Holders who request to the Partnership that their Registrable Securities be registered within ten (10) days of the

mailing of the Request Notice, providing for the registration under the Securities Act of such Registrable Securities to the extent necessary to permit the disposition of such Registrable Securities in accordance with the intended method of distribution specified in such Demand Request;

(ii) use commercially reasonable efforts to have such Registration Statement declared effective by the SEC as soon as practicable thereafter and no later than ninety (90) days after the filing of such Registration Statement; and refrain from filing any other Registration Statements, other than pursuant to a Registration Statement on Form S-4 or S-8 (or similar or successor forms), with respect to any other securities of the Partnership until such date which is ninety (90) days following effectiveness of the Registration Statement filed in response to the Demand Request.

(b) Effective Registration Statement. A registration requested pursuant to this Section 2.1 shall not be deemed to have been effected unless (i) a Registration Statement with respect thereto has become effective and remained effective in compliance with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by such Registration Statement until such time as all of such Registrable Securities have been disposed of in accordance with the intended methods of disposition by the Holders thereof set forth in such Registration Statement or (ii) such Registration Statement has been effective for 180 days; provided that if, after it has become effective, such registration is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court, such period shall be extended for any period during which the Registration Statement was not in effect.

(c) Limitation on Demand Registrations. The Partnership shall only be obligated to effect three (3) Demand Requests pursuant to this Section 2.1; provided that the Partnership shall only be obligated to effect one (1) Demand Request pursuant to this Section 2.1 in the first twelve-month period beginning on the date of this Agreement. The Partnership shall not be obligated to file a Registration Statement pursuant to a Demand Request in the 90 days immediately following the date of this Agreement.

(d) Cancellation of Registration. The Requesting Holders shall have the right to cancel a proposed registration of Registrable Securities pursuant to this Section 2.1 at any time prior to the effective date of the Registration Statement filed or to be filed in response to such Demand Request. Such cancellation of a registration shall not be counted as one of three (3) Demand Requests and, notwithstanding anything to the contrary in this Agreement, the Partnership shall be responsible for the expenses of the Participating Holders incurred in connection with the registration prior to the time of cancellation. Upon receipt of notice of any such cancellation, the Partnership shall revise, abandon or withdraw such Registration Statement, as applicable.

Section 2.2 PIGGYBACK REGISTRATIONS.

(a) Right to Include Registrable Securities. Each time that the Partnership proposes for any reason to register any of its equity interests under the Securities Act, either for its own account or otherwise, other than a rights offering or pursuant to a Registration Statement

on Form S-4 or S-8 (or similar or successor forms) (a “Proposed Registration”), the Partnership shall promptly give written notice of such Proposed Registration to all of the Holders (which notice shall be given not less than fifteen (15) days prior to the expected filing date of the Partnership’s Registration Statement) and shall offer such Holders the right to request inclusion of any of such Holder’s Registrable Securities in the Proposed Registration. No registration pursuant to this Section 2.2 shall relieve the Partnership of its obligation to register Registrable Securities pursuant to a Demand Request, as contemplated by Section 2.1 hereof. The rights to piggyback registration may be exercised on an unlimited number of occasions.

(b) Piggyback Procedure. Each Holder shall have ten (10) days from the date of receipt of the Partnership’s notice referred to in Section 2.2(a) above to deliver to the Partnership a written request specifying the number of Registrable Securities such Holder intends to sell and such Holder’s intended method of disposition. Any Holder shall have the right to withdraw such Holder’s request for inclusion of such Holder’s Registrable Securities in any Registration Statement pursuant to this Section 2.2 by giving written notice to the Partnership of such withdrawal; provided, however, that the Partnership may ignore a notice of withdrawal made within twenty-four (24) hours of the time the Registration Statement is to become effective. Subject to Section 2.5(c) below, the Partnership shall use its commercially reasonable efforts to include in such Registration Statement all such Registrable Securities so requested to be included therein; provided, however, that the Partnership may at any time withdraw or cease proceeding with any such Proposed Registration if it shall at the same time withdraw or cease proceeding with the registration of all other Registrable Securities originally proposed to be registered (including if Requesting Holders cancel such Proposed Registration pursuant to Section 2.1(d) hereof).

(c) Underwritten Offering. In the event that the Proposed Registration by the Partnership is, in whole or in part, an underwritten public offering of securities of the Partnership, any request under this Section 2.2 shall specify that the Registrable Securities be included in the underwriting on the same terms and conditions as the securities, if any, otherwise being sold through underwriters under such registration.

Section 2.3 SHELF REGISTRATION.

(a) At any time that the Partnership is eligible to file a Registration Statement in accordance with Rule 415(a)(1)(i) under the Securities Act or any similar rule that may be adopted by the SEC on Form S-1, Form S-3 or any other available form (a “Shelf Registration Statement”), any one or more of the Holders shall have the right to request in writing (which request shall specify the Registrable Securities intended to be registered, the transaction to be registered and, to the extent applicable, the intended methods of disposition thereof) that the Partnership register any or all of such Holders’ Registrable Securities, in an amount not to be less than the Minimum Amount, by filing with the SEC a Shelf Registration Statement, including if the Partnership is at any time a WKSI, an automatic shelf registration statement, covering such Registrable Securities (a “Shelf Request”). Within ten (10) days of the Partnership’s receipt of a Shelf Request, the Partnership shall give written notice to each Holder informing such Holder of the Partnership’s intent to file such Shelf Registration Statement and of such Holder’s right to request the registration of the Registrable Securities held by such Holder. The Partnership shall, subject to the provisions of this Section 2.3(a), include in such registration all Registrable

Securities of each Holder with respect to which the Partnership receives a written request for inclusion therein together with all duly completed and executed questionnaires and other documents reasonably requested by the Partnership and necessary to enable it to include such Holder as a selling unitholder) within five (5) business days after the notice contemplated by the immediately preceding sentence is given to the Holders. A Shelf Request shall count as a Demand Request (including, without limitation, with respect to the requirements of Section 2.1(a)(i) and (ii)).

(b) The Holders may at any time and from time to time request in writing (a “Shelf Takedown Notice”) (which request shall specify the Registrable Securities intended to be disposed of by Holders and the intended method of distribution thereof) to sell pursuant to a prospectus supplement (a “Shelf Takedown Prospectus Supplement”) Registrable Securities of such Holders available for sale pursuant to an effective Shelf Registration Statement. The Partnership shall use its commercially reasonable efforts to, not later than the second (2nd) business day after the receipt of the Shelf Takedown Notice cause to be filed the Shelf Takedown Prospectus Supplement, unless such sale involves an underwritten offering, which is the subject of Section 2.3(c) below. A request for a Shelf Takedown Prospectus Supplement may be withdrawn by the initiating Holder prior to the filing thereof pursuant to Section 2.1(d) hereof. A Shelf Takedown Notice shall not count as a Demand Request.

(c) If a sale of Registrable Securities pursuant to this Section 2.3 involves an underwritten offering and the applicable securities are to be distributed on a firm commitment basis by or through one or more underwriters of recognized standing under underwriting terms appropriate for such transaction, then, within three (3) business days of the Partnership’s receipt of a Shelf Takedown Notice pursuant to Section 2.3(b), the Partnership shall give written notice to each Holder who has elected to be included in the Shelf Registration Statement informing such Holder of the Partnership’s intent to file such Shelf Takedown Prospectus Supplement and of such Holder’s right to request the addition of such Holder’s Registrable Securities to such Shelf Takedown Prospectus Supplement. The Partnership shall, subject to the provisions of Section 2.5(b) and this Section 2.3(c), include in such Shelf Takedown Prospectus Supplement all Registrable Securities of each such Holder with respect to which the Partnership receives a written request for inclusion therein within three (3) business days after the notice contemplated by the immediately preceding sentence is given to the Holders.

Section 2.4 SELECTION OF UNDERWRITERS. In the event that the Partnership is required to file a Registration Statement covering any Registrable Securities and the proposed public offering is to be an underwritten public offering, the managing underwriter shall be one or more reputable nationally recognized investment banks selected by Participating Holders holding a majority of the Registrable Securities to be sold in such offering and reasonably acceptable to the Partnership, which consent shall not be unreasonably withheld, delayed or conditioned; provided that the managing underwriter for any registration initiated by the Partnership for its own account shall be a reputable national recognized investment bank selected by the Partnership in its sole discretion.

Section 2.5 PRIORITY FOR REGISTRATION.

(a) General. Notwithstanding any other provision of this Agreement and subject to Section 2.5(b), Section 2.5(c) and Section 2.5(d) below, if the managing underwriter of an underwritten public offering determines in good faith and advises the Participating Holders and the Partnership in writing that the inclusion of all Registrable Securities proposed to be included by the Partnership and any other Holders in the underwritten public offering would materially and adversely interfere with the successful marketing of the Registrable Securities of Requesting Holders or Holders that provided a Shelf Takedown Notice at the desired offering price, then the Partnership will be obligated to include in such Registration Statement, as to each Holder, only a portion of the Registrable Securities such Holder has requested be registered equal to the ratio which such Holder’s requested Registrable Securities bears to the total number of Registrable Securities requested to be included in such Registration Statement by all Holders who have requested that their Registrable Securities be included in such Registration Statement.

(b) Demand or Shelf Takedown. It is acknowledged by the parties hereto that pursuant to Section 2.5(a) above, the securities to be included in a registration requested by the Requesting Holders pursuant to Section 2.1 or in a Shelf Takedown Prospectus Supplement pursuant to Section 2.3 shall be allocated: (i) first, to the Requesting Holders or Holders who have provided a Shelf Takedown Notice; (ii) second, to any other Holders (other than those in clause (i)); (iii) third, to investors that have registration rights pursuant to the Partnership Agreement; (iv) fourth, to the Partnership; and (iv) fifth, to any other holders of equity interests of the Partnership requesting registration of securities of the Partnership; provided that in the case of a demand by any Holder(s) with respect to which one or more other Holders has exercised its piggyback rights pursuant to Section 2.2 hereof, any such Holder may convert its piggyback election to a Demand Request, such that such Holder will be included in subclause (i) above in the event of any cutback pursuant to this Section 2.5.

(c) Piggyback. It is acknowledged by the parties hereto that pursuant to Section 2.5(a) above, the securities to be included in a registration initiated by the Partnership, including with respect to a Shelf Takedown Prospectus Supplement, shall be allocated: (i) first, to the Partnership; (ii) second, to the Holders; (iii) third, to investors that have registration rights pursuant to the Partnership Agreement; and (iv) fourth, to any others requesting registration of securities of the Partnership.

(d) Other registrations. It is acknowledged by the parties hereto that pursuant to Section 2.5(a) above, the securities to be included in a registration initiated by holders of equity securities other than the Partnership or the Holders shall be allocated: (i) first, to such initiating holders; (ii) second, to the Holders; (iii) third, to investors that have registration rights pursuant to the Partnership Agreement; and (iv) fourth, to the Partnership.

Section 2.6 REGISTRATION PROCEDURES.

(a) Obligations of the Partnership. Whenever registration of Registrable Securities is required pursuant to this Agreement, the Partnership shall use its commercially reasonable efforts to effect the registration and sale of such Registrable Securities in accordance with the intended method of distribution thereof as promptly as possible, and in connection with any such request, the Partnership shall, as expeditiously as possible:

(i) Preparation of Registration Statement; Effectiveness. Prepare and file with the SEC (in any event not later than thirty (30) days after receipt of a Demand Request or a Shelf Request, as applicable, to file a Registration Statement with respect to Registrable Securities), a Registration Statement on any form on which the Partnership then qualifies, which counsel for the Partnership shall deem appropriate and pursuant to which such offering may be made in accordance with the intended method of distribution thereof for a Demand Request and on Form S-1, Form S-3 or any other available form for a Shelf Request (except that the Registration Statement shall contain such information as may reasonably be requested for marketing or other purposes by the managing underwriter), and use its commercially reasonable efforts to cause any registration required hereunder to become effective as soon as practicable after the initial filing thereof (and within ninety (90) days of such filing) and remain effective for a period of not less than one hundred and eighty (180) days (or such shorter period in which all Registrable Securities have been sold in accordance with the methods of distribution set forth in the Registration Statement); provided, however, that, in the case of any Shelf Registration Statement, such one hundred and eighty (180) day period shall be extended, if necessary, to keep the Registration Statement effective until all such Registrable Securities are sold, provided that Rule 415, or any successor rule under the Securities Act, permits an offering on a continuous or delayed basis. Notwithstanding the foregoing, the Partnership may (A) with respect to a Demand Request, defer the filing of a Registration Statement for a period of not more than 75 days (but not more than once in any six-month period); provided that such deferral shall be the shortest possible period of time determined in good faith by the Board of Directors of CNX Coal Resources GP LLC (the “General Partner”), the general partner of the Partnership or (B) suspend the use of a prospectus under a Registration Statement on a Shelf Registration Statement for a period not to exceed 75 days in succession or 120 days in the aggregate in any twelve-month period, in each case if the Board of Directors of the General Partner determines in good faith that because of bona fide business reasons (not including the avoidance of the Partnership’s obligations hereunder), including the acquisition or divestiture of assets, pending corporate developments and similar events, it is in the best interests of the Partnership to delay the filing of such Registration Statement or to suspend the use of such prospectus, and prior to delaying such filing or suspending such use, the Partnership provides the Participating Holders with written notice of such delay or suspension, which notice need not specify the nature of the event giving rise to such delay or suspension;

(ii) Participation in Preparation. Provide any Participating Holder, any underwriter participating in any disposition pursuant to a Registration Statement, and any attorney, accountant or other agent retained by any Participating Holder or underwriter (each, an “Inspector” and, collectively, the “Inspectors”), the opportunity to participate (including, but not limited to, reviewing, commenting on and attending all meetings) in the preparation of such Registration Statement, each prospectus included therein or filed with the SEC and each amendment or supplement thereto;

(iii) Due Diligence. For a reasonable period prior to the filing of any Registration Statement pursuant to this Agreement, make available for inspection and copying by the Inspectors such financial and other information and books and records, pertinent corporate documents and properties of the Partnership and its subsidiaries and cause the officers, directors, employees, counsel and independent certified public accountants of the Partnership and its subsidiaries to respond to such inquiries and to supply all information reasonably requested by

any such Inspector in connection with such Registration Statement, as shall be reasonably necessary, in the judgment of the respective counsel referred to in Section 2.6(a)(ii), to conduct a reasonable investigation within the meaning of the Securities Act;

(iv) General Notifications. Promptly notify in writing the Participating Holders, the sales or placement agent, if any, therefor and the managing underwriter of the securities being sold, (A) when such Registration Statement or the prospectus included therein or any prospectus amendment or supplement or post-effective amendment has been filed, and, with respect to any such Registration Statement or any post-effective amendment, when the same has become effective, (B) when the SEC notifies the Partnership whether there will be a “review” of such Registration Statement, (C) of any comments (oral or written) by the SEC and by the blue sky or securities commissioner or regulator of any state with respect thereto and (D) of any request by the SEC for any amendments or supplements to such Registration Statement or the prospectus or for additional information;

(v) 10b-5 Notification. Promptly notify in writing the Participating Holders, the sales or placement agent, if any, therefor and the managing underwriter of the securities being sold pursuant to any Registration Statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act upon discovery that, or upon the happening of any event as a result of which, any prospectus included in such Registration Statement (or amendment or supplement thereto) contains an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they were made, and the Partnership shall promptly prepare a supplement or amendment to such prospectus and file it with the SEC (in any event no later than ten (10) days following notice of the occurrence of such event to each Participating Holder, the sales or placement agent and the managing underwriter) so that after delivery of such prospectus, as so amended or supplemented, to the purchasers of such Registrable Securities, such prospectus, as so amended or supplemented, shall not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they were made;

(vi) Notification of Stop Orders; Suspensions of Qualifications and Exemptions. Promptly notify in writing the Participating Holders, the sales or placement agent, if any, therefor and the managing underwriter of the securities being sold of the issuance by the SEC of (A) any stop order issued or threatened to be issued by the SEC or (B) any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose, and the Partnership agrees to use its reasonable best efforts to (x) prevent the issuance of any such stop order, and in the event of such issuance, to obtain the withdrawal of any such stop order and (y) obtain the withdrawal of any order suspending or preventing the use of any related prospectus or suspending the qualification of any Registrable Securities included in such Registration Statement for sale in any jurisdiction at the earliest practicable date;

(vii) Amendments and Supplements; Acceleration. Prepare and file with the SEC such amendments, including post-effective amendments to each Registration

Statement as may be necessary to keep such Registration Statement continuously effective for the applicable time period required hereunder and, if applicable, file any Registration Statements pursuant to Rule 462(b) under the Securities Act; cause the related prospectus to be supplemented by any required prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 (or any similar provisions then in force) promulgated under the Securities Act; and comply with the provisions of the Securities Act and the Exchange Act with respect to the disposition of all securities covered by such Registration Statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such Registration Statement as so amended or in such prospectus as so supplemented. If a majority in interest of the Participating Holders so request, request acceleration of effectiveness of the Registration Statement from the SEC and any post-effective amendments thereto, if any are filed; provided that at the time of such request, the Partnership does not in good faith believe that it is necessary to amend further the Registration Statement in order to comply with the provisions of this subparagraph. If the Partnership wishes to further amend the Registration Statement prior to requesting acceleration, it shall have five (5) days to so amend prior to requesting acceleration;

(viii) Copies. Furnish as promptly as practicable (and as far in advance as reasonably practicable prior to filing) to each Participating Holder and Inspector prior to filing a Registration Statement or any supplement or amendment thereto, copies of such Registration Statement, supplement or amendment as it is proposed to be filed, and after such filing such number of copies of such Registration Statement, each amendment and supplement thereto (in each case including all exhibits thereto), the prospectus included in such Registration Statement (including each preliminary prospectus) and such other documents as each such Participating Holder or underwriter may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such Participating Holder;

(ix) Blue Sky. Use its reasonable best efforts to, prior to any public offering of the Registrable Securities, register or qualify (or seek an exemption from registration or qualifications) such Registrable Securities under such other securities or blue sky laws of such jurisdictions as any Participating Holder or underwriter may request, and to continue such qualification in effect in each such jurisdiction for as long as is permissible pursuant to the laws of such jurisdiction, or for as long as a Participating Holder or underwriter requests or until all of such Registrable Securities are sold, whichever is shortest, and do any and all other acts and things which may be reasonably necessary or advisable to enable any Participating Holder to consummate the disposition in such jurisdictions of the Registrable Securities;

(x) Other Approvals. Use its reasonable best efforts to obtain all other approvals, consents, exemptions or authorizations from such governmental agencies or authorities as may be necessary to enable the Participating Holders and underwriters to consummate the disposition of Registrable Securities;

(xi) Agreements. Enter into customary agreements (including any underwriting agreements in customary form, including any lock-up provisions therein), and take such other actions as may be reasonably required in order to expedite or facilitate the disposition of Registrable Securities;

(xii) “Cold Comfort” Letter. Obtain a “cold comfort” letter from the Partnership’s independent public accountants in customary form and covering such matters of the type customarily covered by “cold comfort” letters as the managing underwriter may reasonably request, and reasonably satisfactory to a majority in interest of the Participating Holders;

(xiii) Legal Opinion. Furnish, at the request of any underwriter of Registrable Securities on the date such securities are delivered to the underwriters for sale pursuant to such registration, an opinion, dated such date, of counsel representing the Partnership for the purposes of such registration, addressed to the Holders, and the placement agent or sales agent, if any, thereof and the underwriters, if any, thereof, covering such legal matters with respect to the registration in respect of which such opinion is being given as such underwriter may reasonably request and as are customarily included in such opinions, and reasonably satisfactory to a majority in interest of the Participating Holders;

(xiv) SEC Compliance; Earnings Statement. Use its reasonable best efforts to comply with all applicable rules and regulations of the SEC and make available to its shareholders, as soon as reasonably practicable, but no later than fifteen (15) months after the effective date of any Registration Statement, an earnings statement covering a period of twelve (12) months beginning after the effective date of such Registration Statement, in a manner which satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder;

(xv) Certificates; Closing. Provide officers’ certificates and other customary closing documents;

(xvi) FINRA. Cooperate with each Participating Holder and each underwriter participating in the disposition of such Registrable Securities and underwriters’ counsel in connection with any filings required to be made with FINRA;

(xvii) Road Show. Cause appropriate officers as are requested by a managing underwriter to participate in a “road show” or similar marketing effort being conducted by such underwriter with respect to an underwritten public offering;

(xviii) Listing. Use its reasonable best efforts to cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by the Partnership are then listed and if not so listed, to be listed on the New York Stock Exchange or NASDAQ automated quotation system;

(xix) Transfer Agent, Registrar and CUSIP. Provide a transfer agent and registrar for all Registrable Securities registered pursuant hereto and a CUSIP number for all such Registrable Securities, in each case, no later than the effective date of such registration;

(xx) Private Sales. Use its reasonable best efforts to assist a Holder in facilitating private sales of Registrable Securities by, among other things, providing officers’ certificates and other customary closing documents reasonably requested by a Holder; and

(xxi) Reasonable Best Efforts. Use its reasonable best efforts to take all other actions necessary to effect the registration of the Registrable Securities contemplated hereby.

(b) Seller Information. The Partnership may require each Participating Holder as to which any registration of such Holder’s Registrable Securities is being effected to furnish to the Partnership such information regarding such Holder and such Holder’s method of distribution of such Registrable Securities as the Partnership may from time to time reasonably request in writing. If a Holder refuses to provide the Partnership with any of such information on the grounds that it is not necessary to include such information in the Registration Statement, the Partnership may exclude such Participating Holder’s Registrable Securities from the Registration Statement if the Partnership provides such Participating Holder with an opinion of counsel to the effect that such information must be included in the Registration Statement and such Participating Holder continues thereafter to withhold such information. The exclusion of a Participating Holder’s Registrable Securities shall not affect the registration of the other Registrable Securities to be included in the Registration Statement.

(c) Notice to Discontinue. Each Participating Holder whose Registrable Securities are covered by a Registration Statement filed pursuant to this Agreement agrees that, upon receipt of written notice from the Partnership of the happening of any event of the kind described in Section 2.6(a)(v), such Participating Holder shall forthwith discontinue the disposition of Registrable Securities until such Participating Holder’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 2.6(a)(v) or until it is advised in writing by the Partnership that the use of the prospectus may be resumed and has received copies of any additional or supplemental filings which are incorporated by reference into the prospectus, and, if so directed by the Partnership in the case of an event described in Section 2.6(a)(v), such Participating Holder shall deliver to the Partnership (at the Partnership’s expense) all copies, other than permanent file copies then in such Participating Holder’s possession, of the prospectus covering such Registrable Securities which is current at the time of receipt of such notice. If the Partnership shall give any such notice, the Partnership shall extend the period during which such Registration Statement is to be maintained effective by the number of days during the period from and including the date of the giving of such notice pursuant to Section 2.6(a)(v) to and including the date when the Participating Holder shall have received the copies of the supplemented or amended prospectus contemplated by, and meeting the requirements of, Section 2.6(a)(v).

Section 2.7 REGISTRATION EXPENSES. Except as otherwise provided herein, all Registration Expenses shall be borne by the Partnership. All Selling Expenses relating to Registrable Securities registered shall be borne by the Participating Holders of such Registrable Securities pro rata on the basis of the number of Registrable Securities so registered.

Section 2.8 INDEMNIFICATION.

(a) Indemnification by the Partnership. The Partnership agrees, notwithstanding termination of this Agreement, to indemnify and hold harmless to the fullest extent permitted by law, each Holder, each of their directors, officers, employees, advisors, agents and general or limited partners (and the directors, officers, employees, advisors and agents thereof), their respective Affiliates and each Person who controls (within the meaning of the Securities Act or the Exchange Act) any of such Persons, and each underwriter and each Person who controls (within the meaning of the Securities Act or the Exchange Act) any underwriter (collectively, “Holder Indemnified Parties”) from and against any and all losses, claims,

damages, expenses (including, without limitation, reasonable costs of investigation and fees, disbursements and other charges of counsel, any amounts paid in settlement effected with the Partnership’s consent, which consent shall not be unreasonably withheld or delayed and any costs incurred in enforcing the Partnership’s indemnification obligations hereunder) or other liabilities (collectively, “Losses”) to which any such Holder Indemnified Party may become subject under the Securities Act, Exchange Act, any other federal law, any state or common law or any rule or regulation promulgated thereunder or otherwise, insofar as such Losses (or actions or proceedings, whether commenced or threatened, in respect thereof) are resulting from or arising out of or based upon (i) any untrue, or alleged untrue, statement of a material fact contained in any Registration Statement, prospectus or preliminary prospectus (as amended or supplemented) or any document incorporated by reference in any of the foregoing or resulting from or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in light of the circumstances under which they were made), not misleading or (ii) any violation by the Partnership of the Securities Act, Exchange Act, any other federal law, any state or common law or any rule or regulation promulgated thereunder or otherwise incident to any registration, qualification or compliance and in any such case, the Partnership will promptly reimburse each such Holder Indemnified Party for any legal expenses and any other Losses reasonably incurred in connection with investigating, preparing or defending any such claim, loss, damage, liability, action or investigation or proceeding (collectively, a “Claim”); provided, however, that the Partnership will not be liable in any such case if and to the extent that any such Loss arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by such Holder Indemnified Party in writing specifically for use in any Registration Statement, preliminary prospectus, prospectus, free writing prospectus or prospectus supplement, as applicable. Such indemnity obligation shall remain in full force and effect regardless of any investigation made by or on behalf of the Holder Indemnified Parties and shall survive the transfer of Registrable Securities by such Holder Indemnified Parties.

(b) Indemnification by Holders. In connection with any proposed registration in which a Holder is participating pursuant to this Agreement, each such Holder shall furnish to the Partnership in writing such information with respect to such Holder as the Partnership may reasonably request or as may be required by law for use in connection with any Registration Statement or prospectus or preliminary prospectus to be used in connection with such registration and each Holder agrees, severally and not jointly, to indemnify and hold harmless the Partnership, any underwriter retained by the Partnership and their respective directors, officers, partners, employees, advisors and agents, their respective Affiliates and each Person who controls (within the meaning of the Securities Act or the Exchange Act) any of such Persons to the same extent as the foregoing indemnity from the Partnership to the Holder Indemnified Parties as set forth in Section 2.8(a) (subject to the exceptions set forth in the foregoing indemnity, the proviso to this sentence and applicable law), but only with respect to any such information furnished in writing by such Holder expressly for use therein; provided, however, that the liability of any Holder under this Section 2.8(b) shall be limited to the amount of the net proceeds received by such Holder in the offering giving rise to such liability. Such indemnity obligation shall remain in full force and effect regardless of any investigation made by or on behalf of the Holder Indemnified Parties (except as provided above) and shall survive the transfer of Registrable Securities by such Holder.

(c) Conduct of Indemnification Proceedings. Any Person entitled to indemnification hereunder (the “Indemnified Party”) agrees to give prompt written notice to the indemnifying party (the “Indemnifying Party”) after the receipt by the Indemnified Party of any written notice of the commencement of any action, suit, proceeding or investigation or threat thereof made in writing for which the Indemnified Party intends to claim indemnification or contribution pursuant to this Agreement; provided, however, that, the failure so to notify the Indemnifying Party shall not relieve the Indemnifying Party of any liability that it may have to the Indemnified Party hereunder unless and to the extent such Indemnifying Party is materially prejudiced by such failure. If notice of commencement of any such action is given to the Indemnifying Party as above provided, the Indemnifying Party shall be entitled to participate in and, to the extent it may wish, jointly with any other Indemnifying Party similarly notified, to assume the defense of such action at its own expense, with counsel chosen by it and reasonably satisfactory to such Indemnified Party. The Indemnified Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be paid by the Indemnified Party unless (i) the Indemnifying Party agrees to pay the same, (ii) the Indemnifying Party fails to assume the defense of such action with counsel satisfactory to the Indemnified Party in its reasonable judgment or (iii) the named parties to any such action (including, but not limited to, any impleaded parties) reasonably believe that the representation of such Indemnified Party and the Indemnifying Party by the same counsel would be inappropriate under applicable standards of professional conduct. In the case of clauses (ii) and (iii) above, the Indemnifying Party shall not have the right to assume the defense of such action on behalf of such Indemnified Party. No Indemnifying Party shall be liable for any settlement entered into without its written consent, which consent shall not be unreasonably withheld. No Indemnifying Party shall, without the written consent of the Indemnified Party, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or threatened action or claim in respect of which indemnification or contribution may be sought hereunder (whether or not the Indemnified Party is an actual or potential party to such action or claim) unless such settlement, compromise or judgment (A) includes an unconditional release of the Indemnified Party from all liability arising out of such action or claim and (B) does not include a statement as to, or an admission of, fault, culpability or a failure to act by or on behalf of any Indemnified Party. The rights afforded to any Indemnified Party hereunder shall be in addition to any rights that such Indemnified Party may have at common law, by separate agreement or otherwise.

(d) Contribution. If the indemnification provided for in this Section 2.8 from the Indemnifying Party is unavailable or insufficient to hold harmless an Indemnified Party in respect of any Losses referred to herein, then the Indemnifying Party, in lieu of indemnifying the Indemnified Party, shall contribute to the amount paid or payable by the Indemnified Party as a result of such Losses in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party and the Indemnified Party, as well as any other relevant equitable considerations. The relative faults of the Indemnifying Party and Indemnified Party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, was made by, or relates to information supplied by, such Indemnifying Party or Indemnified Party, and the Indemnifying Party’s and Indemnified Party’s relative intent, knowledge, access to information and opportunity to correct or prevent such action; provided, however, that the liability of any Holder under this Section 2.8(d) shall be limited to the amount

of the net proceeds received by such Holder in the offering giving rise to such liability. The amount paid or payable by a party as a result of the Losses or other liabilities referred to above shall be deemed to include, subject to the limitations set forth in clauses (a), (b) and (c) of this Section 2.8, any legal or other fees, charges or expenses reasonably incurred by such party in connection with any investigation or proceeding. The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 2.8(d) were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to in the immediately preceding paragraph. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution pursuant to this Section 2.8(d).

Section 2.9 RULE 144; OTHER EXEMPTIONS. With a view to making available to the Holders the benefits of Rule 144 promulgated under the Securities Act and other rules and regulations of the SEC that may at any time permit a Holder to sell securities of the Partnership to the public without registration, the Partnership covenants that it shall use its commercially reasonable efforts to (i) file in a timely manner all reports and other documents required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder and (ii) take such further action as each Holder may reasonably request (including, but not limited to, providing any information necessary to comply with Rule 144, if available with respect to resales of the Registrable Securities under the Securities Act), at all times from and after the date hereof, all to the extent required from time to time to enable such Holder to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by (x) Rule 144 (if available with respect to resales of the Registrable Securities) under the Securities Act, as such rule may be amended from time to time or (y) any other rules or regulations now existing or hereafter adopted by the SEC. Upon the written request of a Holder, the Partnership shall deliver to the Holder a written statement as to whether it has complied with such requirements.

Section 2.10 CERTAIN LIMITATIONS ON REGISTRATION RIGHTS. No Holder may participate in an underwritten public offering under a Registration Statement hereunder unless such Holder completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements, and other documents reasonably required under the terms of such underwriting arrangements, and agrees to sell such Holder’s Registrable Securities on the basis provided in any underwriting agreement approved by the Holder or Holders entitled hereunder to approve such arrangements; provided, however, that no such Holder shall be required to make any representations or warranties to the Partnership or the underwriters in connection with any such registration other than representations and warranties as to (i) such Holder’s ownership of its Registrable Securities to be sold or transferred, (ii) such Holder’s power and authority to effect such transfer and (iii) such matters pertaining to compliance with applicable securities laws as may be reasonably requested; provided, further, that in no event shall any Holder be required to sign any agreement requested by an underwriter obligating such Holder not to effect any public sale or distribution of Common Units (i) for a period longer than ninety (90) days from the closing of an underwritten public offering or (ii) for more than one period of ninety (90) or fewer days from the closing of an underwritten public offering in any twelve-month period. Such Holders of Registrable Securities to be sold by such underwriters may, at their option, require that any or all of the representations and warranties by, and the other agreements on the part of the Partnership to and for the benefit of such underwriters, shall also

be made to and for the benefit of such Holders and that any or all of the conditions precedent to the obligations of the underwriters under the underwriting agreement be conditions precedent to the obligations of the Holders.

Section 2.11 LIMITATIONS ON SUBSEQUENT REGISTRATION RIGHTS. The Partnership represents and warrants that it has not granted registration rights on or prior to the date hereof (other than pursuant to this Agreement and Section 7.12 of the Partnership Agreement) and agrees that from and after the date hereof, it shall not, without the prior written consent of the Holders of at least fifty percent (50%) of the Registrable Securities then outstanding, enter into any agreement (or amendment or waiver of the provisions of any agreement) with any holder or prospective holder of any securities of the Partnership that would grant such holder registration rights that are more favorable, pari passu or senior to those granted to the Investor Parties hereunder, as reasonably determined by the Holders of at least fifty percent (50%) of the Registrable Securities then outstanding or an independent third party; provided that the Holders of at least fifty percent (50%) of the Registrable Securities then outstanding have agreed to such independent third party. The Partnership agrees that any holder or prospective holder granted registration rights in any such agreement shall be required to be subject to reasonable lock-up provisions if requested by the Partnership or underwriters.

Section 2.12 TRANSFER OF REGISTRATION RIGHTS. The rights of a Holder hereunder may be transferred or assigned in connection with a transfer of Registrable Securities to (i) any Affiliate of a Holder, (ii) any subsidiary, parent, partner, retired partner, limited partner, shareholder or member of a Holder, (iii) any family member or trust for the benefit of any Holder or (iv) any transferee who, after such transfer, holds Registrable Securities having an aggregate value not less than the Minimum Amount (as adjusted for any stock or unit dividends, stock or unit splits, combinations and reorganizations and similar events). Notwithstanding the foregoing, such rights may only be transferred or assigned provided that all of the following additional conditions are satisfied: (a) such transfer or assignment is effected in accordance with applicable securities laws; (b) such transferee or assignee agrees in writing to become subject to the terms of this Agreement; and (c) the Partnership is given written notice by such Holder of such transfer or assignment, stating the name and address of the transferee or assignee and identifying the Registrable Securities with respect to which such rights are being transferred or assigned.

ARTICLE III

GENERAL PROVISIONS

Section 3.1 ENTIRE AGREEMENT. This Agreement and any certificates, documents, instruments and writings that are delivered pursuant hereto, constitutes the entire agreement and understanding of the parties in respect of the subject matter hereof and supersedes all prior understandings, agreements or representations by or among the parties, written or oral, to the extent they relate in any way to the subject matter hereof.

Section 3.2 ASSIGNMENT; BINDING EFFECT. Except as otherwise provided in Section 2.12, no party may assign either this Agreement or any of its rights, interests or obligations hereunder without the prior written approval of the other parties. All of the terms,

agreements, covenants, representations, warranties and conditions of this Agreement are binding upon, and inure to the benefit of and are enforceable by, the parties and their respective successors and permitted assigns.

Section 3.3 NOTICES. All notices, requests and other communications provided for or permitted to be given under this Agreement must be in writing and shall be given by personal delivery, by certified or registered United States mail (postage prepaid, return receipt requested), by a nationally recognized overnight delivery service for next day delivery, or by facsimile transmission, to the address listed for each party in the Purchase Agreement (or to such other address as any party may give in a notice given in accordance with the provisions hereof). All notices, requests or other communications will be effective and deemed given only as follows: (i) if given by personal delivery, upon such personal delivery, (ii) if sent by certified or registered mail, on the fifth business day after being deposited in the United States mail, (iii) if sent for next day delivery by overnight delivery service, on the date of delivery as confirmed by written confirmation of delivery, (iv) if sent by facsimile, upon the transmitter’s confirmation of receipt of such facsimile transmission, except that if such confirmation is received after 5:00 p.m. (in the recipient’s time zone) on a business day, or is received on a day that is not a business day, then such notice, request or communication will not be deemed effective or given until the next succeeding business day. Notices, requests and other communications sent in any other manner, including by electronic mail, will not be effective.

Section 3.4 SPECIFIC PERFORMANCE; REMEDIES. Each party acknowledges and agrees that the other parties would be damaged irreparably if any provision of this Agreement were not performed in accordance with its specific terms or were otherwise breached. Accordingly, the parties will be entitled to an injunction, injunctions or other equitable relief to prevent breaches of the provisions of this Agreement and to enforce specifically this Agreement and its provisions in any action or proceeding instituted in any state or federal court sitting in New York City, New York having jurisdiction over the parties and the matter, in addition to any other remedy to which they may be entitled, at law or in equity. Except as expressly provided herein, the rights, obligations and remedies created by this Agreement are cumulative and in addition to any other rights, obligations or remedies otherwise available at law or in equity. Except as expressly provided herein, nothing herein will be considered an election of remedies.

Section 3.5 SUBMISSION TO JURISDICTION; WAIVER OF JURY TRIAL.

(a) Submission to Jurisdiction. Any action, suit or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby shall only be brought in any state or federal court sitting in New York City, New York, and each party consents to the exclusive jurisdiction and venue of such courts (and of the appropriate appellate courts therefrom) in any such action, suit or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such, action, suit or proceeding in any such court or that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum. Process in any such action, suit or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any

such court. Without limiting the foregoing, service of process on such party as provided in Section 3.5 shall be deemed effective service of process on such party.

(b) Waiver of Jury Trial. EACH PARTY ACKNOWLEDGES THAT ANY DISPUTE THAT MAY ARISE OUT OF OR RELATING TO THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE SUCH PARTY HEREBY EXPRESSLY WAIVES ITS RIGHT TO JURY TRIAL OF ANY DISPUTE BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY OTHER AGREEMENTS RELATING HERETO OR ANY DEALINGS AMONG THEM RELATING TO THE TRANSACTIONS CONTEMPLATED HEREBY. THE SCOPE OF THIS WAIVER IS INTENDED TO ENCOMPASS ANY AND ALL ACTIONS, SUITS AND PROCEEDINGS THAT RELATE TO THE SUBJECT MATTER OF THE TRANSACTIONS CONTEMPLATED HEREBY, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. EACH PARTY REPRESENTS THAT (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT IN THE EVENT OF ANY ACTION, SUIT OR PROCEEDING, SEEK TO ENFORCE THE FOREGOING WAIVER, (ii) SUCH PARTY UNDERSTANDS AND WITH THE ADVICE OF COUNSEL HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (iii) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (iv) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND REPRESENTATIONS IN THIS SECTION 3.5(b).

Section 3.6 GOVERNING LAW. This Agreement will be governed by and construed in accordance with the laws of the State of New York, without giving effect to any choice of law principles.

Section 3.7 HEADINGS. The article and section headings contained in this Agreement are inserted for convenience only and will not affect in any way the meaning or interpretation of this Agreement.

Section 3.8 AMENDMENTS. This Agreement may not be amended or modified without the written consent of the Partnership and the Holders of at least fifty percent (50%) of the Registrable Securities then outstanding; provided, however, that any amendment or modification that adversely affects the rights of one or more Holders of Registrable Securities under this Agreement, in their capacity as such, in a manner that is materially different from the manner in which such amendment or modification affects the rights of other Holders of Registrable Securities under this Agreement, in their capacity as such, shall require the consent of each such adversely affected Holder.

Section 3.9 EXTENSIONS; WAIVERS. Any party may, for itself only, (a) extend the time for the performance of any of the obligations of any other party under this Agreement, (b) waive any inaccuracies in the representations and warranties of any other party contained herein or in any document delivered pursuant hereto and (c) waive compliance with any of the agreements or conditions for the benefit of such party contained herein. Any such extension or waiver will be valid only if set forth in a writing signed by the party to be bound thereby. No waiver by any party of any default, misrepresentation or breach of warranty or covenant

hereunder, whether intentional or not, may be deemed to extend to any prior or subsequent default, misrepresentation or breach of warranty or covenant hereunder or affect in any way any rights arising because of any prior or subsequent such occurrence. Neither the failure nor any delay on the part of any party to exercise any right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right or remedy preclude any other or further exercise of the same or of any other right or remedy.

Section 3.10 SEVERABILITY. The provisions of this Agreement will be deemed severable and the invalidity or unenforceability of any provision will not affect the validity or enforceability of the other provisions hereof; provided that if any provision of this Agreement, as applied to any party or to any circumstance, is judicially determined not to be enforceable in accordance with its terms, the parties agree that the court judicially making such determination may modify the provision in a manner consistent with its objectives such that it is enforceable, and/or to delete specific words or phrases, and in its modified form, such provision will then be enforceable and will be enforced.

Section 3.11 COUNTERPARTS; EFFECTIVENESS. This Agreement may be executed in two or more counterparts, each of which will be deemed an original but all of which together will constitute one and the same instrument. This Agreement will become effective when one or more counterparts have been signed by each of the parties and delivered to the other parties. For purposes of determining whether a party has signed this Agreement or any document contemplated hereby or any amendment or waiver hereof, only a handwritten original signature on a paper document or a “pdf” or facsimile copy of such a handwritten original signature shall constitute a signature, notwithstanding any law relating to or enabling the creation, execution or delivery of any contract or signature by electronic means.

Section 3.12 CONSTRUCTION. This Agreement has been freely and fairly negotiated among the parties. If an ambiguity or question of intent or interpretation arises, this Agreement will be construed as if drafted jointly by the parties and no presumption or burden of proof will arise favoring or disfavoring any party because of the authorship of any provision of this Agreement. Any reference to any law will be deemed to refer to such law as in effect on the date hereof and all rules and regulations promulgated thereunder, unless the context requires otherwise. The words “include,” “includes,” and “including” will be deemed to be followed by “without limitation.” Pronouns in masculine, feminine, and neuter genders will be construed to include any other gender, and words in the singular form will be construed to include the plural and vice versa, unless the context otherwise requires. The words “this Agreement,” “herein,” “hereof,” “hereby,” “hereunder,” and words of similar import refer to this Agreement as a whole and not to any particular subdivision unless expressly so limited. The parties intend that each representation, warranty, and covenant contained herein will have independent significance. If any party has breached any covenant contained herein in any respect, the fact that there exists another covenant relating to the same subject matter (regardless of the relative levels of specificity) which the party has not breached will not detract from or mitigate the fact that the party is in breach of the first covenant. Time is of the essence in the performance of this Agreement.

Section 3.13 ATTORNEYS’ FEES. If any dispute among any parties arises in connection with this Agreement, the prevailing party in the resolution of such dispute in any

action or proceeding will be entitled to an order awarding full recovery of reasonable attorneys’ fees and expenses, costs and expenses (including experts’ fees and expenses and the costs of enforcing this Section 3.13) incurred in connection therewith, including court costs, from the non-prevailing party.

Section 3.14 ADJUSTMENTS FOR STOCK OR UNIT SPLITS, ETC.. Wherever in this Agreement there is a reference to a specific number of units of the Partnership’s capital stock of any class or series, then, upon the occurrence of any subdivision, combination or stock or unit dividend of such class or series of stock or unit, the specific number of units so referenced in this Agreement will automatically be proportionally adjusted to reflect the effect of such subdivision, combination or stock or unit dividend on the outstanding units of such class or series of stock or units.

Section 3.15 PARTNERSHIP AGREEMENT. Notwithstanding anything to the contrary herein, in the event that Section 7.12 of the Partnership Agreement is amended such that any of the rights, terms and conditions of the Investor Parties set forth in this Agreement are materially less favorable to the Investor Parties, as determined by the Investor Parties in their reasonable discretion, than the relevant rights, terms and conditions set forth in Section 7.12 of Partnership Agreement, as such section is amended, then the relevant provisions of Section 7.12 of the Partnership Agreement, as such section is amended, shall be applicable in lieu of the provisions that the Investor Parties have determined in their reasonable discretion are materially less favorable to the Investor Parties.

[SIGNATURE PAGES FOLLOW]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

THE PARTNERSHIP:

CNX COAL RESOURCES LP

By: CNX Coal Resources GP LLC, its general partner

By: /s/ Lorraine L. Ritter___________________

Name: Lorraine L. Ritter

Title: Chief Financial Officer and Chief Accounting Officer

Signature Page to Registration Rights Agreement

THE INVESTOR PARTIES:

GREENLIGHT CAPITAL, LP

By: Greenlight Capital, Inc., its investment manager

By: /s/ Daniel Roitman/Harry Brandler

Name: Daniel Roitman/Harry Brandler

Title: COO/CFO

GREENLIGHT CAPITAL QUALIFIED, LP

By: Greenlight Capital, Inc., its investment manager

By: /s/ Daniel Roitman/Harry Brandler

Name: Daniel Roitman/Harry Brandler

Title: COO/CFO

GREENLIGHT CAPITAL (GOLD), LP

By: DME Capital Management, LP, its investment manager

By: /s/ Daniel Roitman/Harry Brandler

Name: Daniel Roitman/Harry Brandler

Title: COO/CFO

Signature Page to Registration Rights Agreement

GREENLIGHT COAL (GCOP), LLC

By: Greenlight Capital, Inc., its manager

By: /s/ Daniel Roitman/Harry Brandler

Name: Daniel Roitman/Harry Brandler

Title: COO/CFO

GREENLIGHT COAL (GGOM), LLC

By: Greenlight Capital, Inc., its manager

By: /s/ Daniel Roitman/Harry Brandler

Name: Daniel Roitman/Harry Brandler

Title: COO/CFO

GREENLIGHT COAL (GLRE), LLC

By: Greenlight Capital, Inc., its manager

By: /s/ Daniel Roitman/Harry Brandler

Name: Daniel Roitman/Harry Brandler

Title: COO/CFO

Signature Page to Registration Rights Agreement

Exhibit 99.5

WAIVER OF 20% VOTING LIMITATION AGREEMENT

This WAIVER OF 20% VOTING LIMITATION AGREEMENT, dated as of July 7, 2015 (this “Waiver Agreement”), is made by and among CNX Coal Resources GP LLC, the General Partner of CNX Coal Resources LP (the “Partnership”) and a Delaware limited liability company (the “General Partner”), and each of Greenlight Capital, L.P., Greenlight Capital Qualified, L.P., Greenlight Capital (Gold), LP, Greenlight Coal (GCOP), LLC, Greenlight Coal (GGOM), LLC and Greenlight Coal (GLRE), LLC (each, a “Purchaser” and, collectively, the “Purchasers”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in that certain Common Unit Purchase Agreement, dated as of June 25, 2015 and amended as of June 30, 2015 (as amended, the “Purchase Agreement”), by and among the Partnership and the Purchasers or the LP Agreement (as defined below), as applicable.

WITNESSETH:

WHEREAS, pursuant to the definition of “Outstanding” in that certain First Amended and Restated Agreement of the Limited Partnership of the Partnership attached hereto as Exhibit A (as may be amended from time to time, the “LP Agreement”), if at any time any person or group beneficially owns 20% or more of the Outstanding Partnership Interests of any class, all Partnership Interests owned by or for the benefit of such person or group shall not be entitled to be voted on any matter and shall not be considered to be Outstanding when sending notices of a meeting of Limited Partners to vote on any matter that is to be voted on by the Limited Partners (unless otherwise required by law), calculating required votes, determining the presence of a quorum or for other similar purposes under the LP Agreement (such provision, or any successor or similar provision in the LP Agreement or any other document, the “20% Voting Limitation”) subject to certain limitations; and

WHEREAS, pursuant to Section 7.1(b) of the Purchase Agreement, the Partnership and the Purchasers agreed that the delivery of this Waiver Agreement which, in part, waives the 20% Voting Limitation with respect to the Purchasers (including the approvals and actions of the board of the directors of the General Partner (the “Board”) set forth herein and therein) shall be a condition to the Closing and the consummation of the transactions contemplated by the Purchase Agreement.

NOW, THEREFORE, in consideration of the premises, mutual covenants and agreements hereinafter set forth, the parties hereto hereby agree as follows:

1. Waiver. The General Partner hereby irrevocably agrees that, for so long as the Purchasers, in the aggregate, beneficially own not less than 20% of the total Outstanding Common Units, each Common Unit and any other Partnership Interest owned by or for the benefit of any Purchaser (regardless of whether such Common Unit or other Partnership Interest was acquired before, on or after the date hereof) shall be entitled to be voted on any matter on which holders of Common Units or such other Partnership Interests, as applicable, vote (without giving effect to the 20% Voting Limitation) and shall be considered to be Outstanding when sending notices of a meeting of Limited Partners to vote on any matter that is to be voted on by

the Limited Partners, calculating required votes, determining the presence of a quorum or for other similar purposes under the LP Agreement (including, without limitation, the exercise of any rights of Limited Partners under the LP Agreement) notwithstanding the 20% Voting Limitation. For the avoidance of doubt, to the extent the Purchasers, in the aggregate, beneficially own less than 20% of the total Outstanding Common Units, each Common Unit and any other Partnership Interest owned by or for the benefit of any Purchaser (regardless of whether such Common Unit or other Partnership Interest was acquired before, on or after the date hereof) shall be entitled to be voted on any matter on which holders of Common Units or such other Partnership Interests, as applicable, vote (without giving effect to the 20% Voting Limitation) and shall be considered to be Outstanding when sending notices of a meeting of Limited Partners to vote on any matter that is to be voted on by the Limited Partners, calculating required votes, determining the presence of a quorum or for other similar purposes under the LP Agreement (including, without limitation, the exercise of any rights of Limited Partners under the LP Agreement). This Waiver Agreement shall satisfy the notice requirement of the General Partner to the Purchasers set forth in the definition of “Outstanding” in the LP Agreement. For the avoidance of doubt, any calculation of a percentage of total Outstanding Common Units herein shall include as Outstanding Common Units any Common Units considered Outstanding in accordance with the LP Agreement (including, without limitation, as a result of any waiver or approval of the Board).

2. Representations and Warranties of the General Partner. The General Partner hereby represents and warrants to each Purchaser that as of the date hereof:

2.1. Existence and Power. The General Partner is duly organized, validly existing and in good standing under the laws of the State of Delaware, and has all limited liability company powers required to carry on its business as now being, and as proposed to be, conducted. The General Partner is authorized or duly qualified to do business as a foreign partnership and is in good standing in each jurisdiction where the character of the property owned or leased by it or the nature of its activities make such qualification necessary;

2.2. Authorization. The execution, delivery and performance by the General Partner of its obligations under this Waiver Agreement, and the consummation by the General Partner of the transactions contemplated hereby, are within the General Partner’s limited liability company power and have been duly authorized by all necessary limited liability company action on the part of the General Partner. This Waiver Agreement has been duly and validly executed by the General Partner and constitutes the valid and binding agreement of the General Partner, enforceable against the General Partner in accordance with its terms, subject to applicable bankruptcy, insolvency, amalgamation, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding of law or in equity);

2.3. Governmental and Court Authorization. The execution, delivery and performance by the General Partner of this Waiver Agreement do not require consent, approval or authorization of, or filing, registration or qualification with, any governmental body, agency, official, court or other authority (collectively, the “Consents”), that has not been obtained or made;

2.4. Non-Contravention. The execution, delivery and performance by the General Partner of its obligations under this Waiver Agreement do not and will not (A) contravene or conflict with the General Partner’s or the Partnership’s organizational documents (including, without limitation, the LP Agreement) or (B) (i) contravene or conflict with or constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon or applicable to the General Partner or the Partnership, (ii) require any consent, approval or other action by any person or constitute a default under or give rise to any right of termination, cancellation or acceleration of any right or obligation of the General Partner or the Partnership to a loss of any benefit to which the General Partner or the Partnership is entitled under any provision of any agreement, contract, indenture, lease or other instrument binding upon the General Partner or the Partnership or any license, franchise, permit or other similar authorization held by the General Partner or the Partnership or (iii) result in the creation or imposition of any encumbrances;

2.5. LP Agreement. The LP Agreement attached hereto as Exhibit A is true and correct in all respects;

2.6. Board Consent. The Board has approved (and such approval has not been revoked) the resolutions set forth as Exhibit B herein (which include, without limitation, the authorization of the execution, delivery, and performance of the Waiver Agreement by the General Partner); and

2.7. Ownership. The Purchased Common Units sold pursuant to the Purchase Agreement, in the aggregate, represent approximately 43.1% of the total Outstanding Common Units as of the date hereof.

3. Termination. This Waiver Agreement shall automatically and forever terminate at such time that the Purchasers, in the aggregate, beneficially own less than 20% of the total Outstanding Common Units unless the Purchasers, in the aggregate, beneficially own less than 20% of the total Outstanding Common Units as a result of any action by the General Partner and/or the Partnership with the purpose of terminating this Waiver Agreement (including, without limitation, effecting any dividend or distribution paid or made by the Partnership on the outstanding Common Units in Common Units or any repurchase, split, subdivision, recapitalization or similar transaction with respect to the outstanding Common Units resulting in the termination of this Waiver Agreement); provided, however, that this Section 3 and Section 4 shall survive any termination of this Waiver Agreement. For the avoidance of doubt, the General Partner and the Purchasers agree that the Partnership’s issuance of Common Units or other Partnership Interests with a legitimate business purpose and for good and valuable consideration (including in connection with acquisitions and financings) shall not be deemed to be actions by the General Partner and/or the Partnership with the purpose of terminating this Waiver Agreement. No termination shall relieve any party hereto from liability for any material breach of this Waiver Agreement or bad faith conduct that occurred prior to, or in connection with, such termination. The General Partner and the Purchasers further agree and acknowledge that prior to the termination of this Waiver Agreement pursuant to this Section 3, the 20% Voting Limitation is not applicable to each Common Unit and any other Partnership Interest owned by or for the benefit of any Purchaser (regardless of whether such Common Unit or other Partnership Interest

was acquired before, on or after the date hereof) and such interests shall be “Outstanding” for all purposes set forth in the LP Agreement.

4. Miscellaneous. The provisions of Sections 8.1-8.7 and 8.10 of the Purchase Agreement shall apply mutatis mutandis to this Waiver Agreement. The parties acknowledge that remedies at law may be inadequate to protect it against actual or threatened breach of this Waiver Agreement. Without prejudice to any other rights and remedies otherwise available, the parties agree to the granting of injunctive relief without proof of actual damages or the posting of a bond or other security. The General Partner further agrees that it will not, and will cause the Partnership not to, after the termination of this Waiver Agreement pursuant to Section 3, take any action with the purpose of causing the Purchasers, in the aggregate, to beneficially own not less than 20% of the total Outstanding Common Units thereafter (including, without limitation, effecting any dividend or distribution paid or made by the Partnership on the outstanding Common Units in Common Units or any repurchase, split, subdivision, recapitalization or similar transaction with respect to the outstanding Common Units resulting in the Purchasers, in the aggregate, beneficially owning not less than 20% of the total Outstanding Common Units thereafter).

* * * * *

(Signature Page Follows)

IN WITNESS HEREOF, the parties hereto have caused this Waiver Agreement to be executed and delivered by their respective duly authorized signatories on the date first written above.

THE GENERAL PARTNER:

CNX COAL RESOURCES LP

By: CNX Coal Resources GP LLC, its general partner

By: /s/ Lori Ritter

Name: Lori Ritter

Title: CFO

THE PURCHASERS:

GREENLIGHT CAPITAL, LP

By: Greenlight Capital, Inc., its investment manager

By: /s/ Daniel Roitman/Harry Brandler

Name: Daniel Roitman/Harry Brandler

Title: COO/CFO

GREENLIGHT CAPITAL QUALIFIED, LP

By: Greenlight Capital, Inc., its investment manager

By: /s/ Daniel Roitman/Harry Brandler

Name: Daniel Roitman/Harry Brandler

Title: COO/CFO

GREENLIGHT CAPITAL (GOLD), LP

By: DME Capital Management, LP, its investment manager

By: /s/ Daniel Roitman/Harry Brandler

Name: Daniel Roitman/Harry Brandler

Title: COO/CFO

GREENLIGHT COAL (GCOP), LLC

By: Greenlight Capital, Inc., its manager

By: /s/ Daniel Roitman/Harry Brandler

Name: Daniel Roitman/Harry Brandler

Title: COO/CFO

GREENLIGHT COAL (GGOM), LLC

By: Greenlight Capital, Inc., its manager

By: /s/ Daniel Roitman/Harry Brandler

Name: Daniel Roitman/Harry Brandler

Title: COO/CFO

GREENLIGHT COAL (GLRE), LLC

By: Greenlight Capital, Inc., its manager

By: /s/ Daniel Roitman/Harry Brandler

Name: Daniel Roitman/Harry Brandler

Title: COO/CFO

EXHIBIT A

LP AGREEMENT

(see attached)

EXHIBIT B

RESOLUTIONS

WHEREAS, pursuant to the definition of “Outstanding” in that certain First Amended and Restated Agreement of the Limited Partnership of the Partnership (as may be amended from time to time, the “LP Agreement”), if at any time any person or group beneficially owns 20% or more of the Outstanding Partnership Interests (as defined in the LP Agreement) of any class, all Partnership Interests (as defined in the LP Agreement) owned by or for the benefit of such person or group shall not be entitled to be voted on any matter and shall not be considered to be Outstanding (as defined in the LP Agreement) when sending notices of a meeting of Limited Partners (as defined in the LP Agreement) to vote on any matter that is to be voted on by the Limited Partners (unless otherwise required by law), calculating required votes, determining the presence of a quorum or for other similar purposes under the LP Agreement (such provision, or any successor or similar provision in the LP Agreement or any other document, the “20% Voting Limitation”) unless such person or group receives prior approval (regarding the inapplicability of the 20% Voting Limitation to such person or group) of the board of directors (the “Board”) of CNX Coal Resources GP LLC, the General Partner of the Partnership (the “General Partner”);

WHEREAS, pursuant to Section 7.1(b) of that certain Common Unit Purchase Agreement, dated as of June 25, 2015 and amended as of June 30, 2015 (as amended, the “Purchase Agreement”), by and among CNX Coal Resources LP (the “Partnership”) and each of Greenlight Capital, L.P., Greenlight Capital Qualified, L.P., Greenlight Capital (Gold), LP, Greenlight Coal (GCOP), LLC, Greenlight Coal (GGOM), LLC and Greenlight Coal (GLRE), LLC (collectively, the “Purchasers”), the Partnership and the Purchasers agreed, in part, that as a condition to the Closing (as defined in the Purchase Agreement) and the consummation of the transactions contemplated by the Purchase Agreement, (i) the Board shall provide prior approval that the 20% Voting Limitation is not applicable to each Common Unit and any other Partnership Interest owned by or for the benefit of any Purchaser (regardless of whether such Common Unit or other Partnership Interest was acquired before, on or after the date hereof) in accordance with clause (iii) of the definition of “Outstanding” in the LP Agreement (the “20% Voting Limitation Approval”); provided, that, such approval shall automatically and forever terminate at such time that the Purchasers, in the aggregate, beneficially own less than 20% of the total Outstanding Common Units (unless the Purchasers, in the aggregate, beneficially own less than 20% of the total Outstanding Common Units as a result of any action by the General Partner and/or the Partnership with the purpose of terminating the 20% Voting Limitation Approval (including, without limitation, effecting any dividend or distribution paid or made by the Partnership on the outstanding Common Units in Common Units or a repurchase, split, subdivision, recapitalization or similar transaction with respect to the outstanding Common Units resulting in the termination of the 20% Voting Limitation Approval)) and (ii) the General Partner shall execute and deliver to the Purchasers, the Waiver Agreement attached hereto (the “Waiver Agreement”); and

WHEREAS, after due and careful consideration, the Board wishes to declare the advisability of entering into and approving in all respects the 20% Voting Limitation Approval, the Waiver Agreement and the consummation of any transactions contemplated by the Waiver Agreement.

NOW, THEREFORE, BE IT

RESOLVED, that the Waiver Agreement (including the consummation of any transactions contemplated by such Waiver Agreement) and the 20% Voting Limitation Approval are advisable and in the best interests of the General Partner and the Partnership and are authorized, approved and adopted in all respects.

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Form SC 13D CNX Coal Resources LP Filed by: GREENLIGHT CAPITAL INC

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