UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

Information to be Included in Statements Filed Pursuant to § 240.13d-1(a) and

Amendments Thereto Filed Pursuant to § 240.13d-2(a)

Under the Securities Exchange Act of 1934

CONSOL Coal Resources LP

(Name of Issuer)

Common Units

(Title of Class of Securities)

20855T100

(CUSIP Number)

Martha A. Wiegand

General Counsel

and Secretary

1000 CONSOL Energy Drive, Suite 100

Canonsburg, Pennsylvania 15317

(724) 485-3300

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

November 28, 2017

(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 which is subject of this Schedule 13D, and is filing this statement because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box.  ☐

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

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, as amended (the “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).

Item 1. Security and Issuer

This Schedule 13D relates to the common units representing limited partner interests (the “Common Units”) of CONSOL Coal Resources LP, a Delaware limited partnership (the “Issuer”). The Issuer’s principal executive office is at 1000 CONSOL Energy Drive, Suite 100, Canonsburg, Pennsylvania 15317. The Reporting Person (defined below) holds 5,006,496 Common Units, 11,611,067 of the Issuer’s subordinated units and 100% of the Issuer’s incentive distribution rights. The subordinated units (“Subordinated Units”) representing limited partner interests in the Issuer held by the Reporting Person are convertible into Common Units on a one-for-one basis as set forth in the Third Amended and Restated Agreement of Limited Partnership of CONSOL Coal Resources LP, dated November 28, 2017 (the “Partnership Agreement”). All of the interests in the Issuer have the rights as described in the Partnership Agreement. The Reporting Person also holds 100% of the membership interests in CONSOL Coal Resources GP LLC, which is the general partner of the Issuer (the “General Partner”). The General Partner holds a 1.7% general partner interest in the Issuer.

Item 2. Identity and Background.

Item 3. Source and Amount of Funds or Other Consideration.

On November 28, 2017 (the “Distribution Date”), CNX Resources Corporation, formerly known as CONSOL Energy Inc. (“CNX”), completed the previously announced separation of its business into two independent, publicly traded companies, the Reporting Person, formerly known as CONSOL Mining Corporation, which owns and operates the coal business, and CNX, which retained the natural gas exploration and production business (the “Separation”). Following the Separation, the Reporting Person and its subsidiaries hold the assets and liabilities related to the coal business previously held by CNX, including its interest in the Pennsylvania Mining Complex (“PAMC”) and certain related coal assets, terminal operations at the Port of Baltimore, undeveloped coal reserves located in the Northern Appalachian, Central Appalachian and Illinois basins and certain related coal assets and liabilities and its ownership interest in the Issuer, which was formerly known as CNX Coal Resources LP, which owns a 25% undivided interest stake in PAMC.

In connection with the Separation, the Reporting Person made a cash payment of $425 million to CNX. This payment was partially funded by the proceeds received by the Reporting Person from: (i) its offering of $300 million 11.00% Senior Secured Second Lien Notes due 2025 pursuant to an indenture dated as of November 13, 2017 by and between the Reporting Person and UMB Bank, N.A., (the “Indenture”), and (ii) borrowings under a credit agreement dated as of November 28, 2017, by and among the Reporting Person, PNC Bank, N.A., Citibank, N.A. and certain other parties thereto (the “Credit Agreement”) which provides for a revolving credit facility, Term Loan A and Term Loan B.

On the Distribution Date, CNX distributed on a pro rata basis all of the outstanding shares of the Reporting Person’s common stock to CNX’s stockholders (the “Distribution”). CNX stockholders of record as of the close of business on November 15, 2017 (the “Record Date”) received one share of the Reporting Person’s common stock for every eight shares of CNX common stock held as of the Record Date. CNX did not issue fractional shares of the Reporting Person’s common stock in the Distribution. Instead, fractional shares in the Company that CNX stockholders would have otherwise been entitled to receive

were aggregated and are for sale in the public market by the distribution agent. The aggregate net cash proceeds of these sales will be distributed ratably to those stockholders who would otherwise have been entitled to receive a fractional share of the Reporting Person’s common stock, in accordance with the Separation and Distribution Agreement, dated November 28, 2017 (the “S&D Agreement”).

The summary contained herein of the Indenture, the Credit Agreement and the S&D Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Indenture, the Credit Agreement and the S&D Agreement, which are included as Exhibits A, B and C, respectively, to this Schedule 13D and are incorporated herein by reference.

Item 4. Purpose of Transaction.

The Reporting Person acquired the Common Units, the Subordinated Units and the incentive distribution rights reported herein for investment purposes, and the Reporting Person intends to review its investments in the Issuer on a continuing basis. Any actions the Reporting Person might undertake will be dependent upon the Reporting Person’s review of numerous factors, including, but not limited to: an ongoing evaluation of the Issuer’s business, financial condition, operations and prospects; price levels of the Issuer’s securities; general market, industry and economic conditions; the relative attractiveness of alternative business and investment opportunities; and other future developments.

The Reporting Person may, at any time and from time to time, acquire additional securities of the Issuer, or retain or sell all or a portion of the securities then held, in the open market or in privately negotiated transactions.

In addition, the Reporting Person owns all of the issued and outstanding equity interests of the General Partner, and appoints the General Partner’s board of directors and may engage in discussions with management, the board of directors, unitholders of the Issuer and other relevant parties or encourage such persons to consider or explore extraordinary corporate transactions, such as: a merger; sales or acquisitions of assets or businesses; changes to the capitalization or distribution policy of the Issuer; or other material changes to the Issuer’s business or legal structure.

(a) The Subordinated Units owned of record by the Reporting Person are convertible into Common Units on a one-for-one basis upon the termination of the subordination period as set forth in the Partnership Agreement. The General Partner may grant restricted units, phantom units, distribution equivalent rights, unit options, unit appreciation rights, unit awards, profits interest units and other unit-based awards to officers, directors and employees of the General Partner and its affiliates pursuant to the CNX Coal Resources LP 2015 Long-Term Incentive Plan.

(b) None.

(c) None.

(d) The General Partner has sole responsibility for conducting the Issuer’s business and managing its operations and is ultimately controlled by the Reporting Person. Some of the Reporting Person’s executive officers and directors also serve as executive officers or directors of the General Partner. Neither the General Partner nor its board of directors will be elected by the Issuer’s unitholders. The Reporting Person has the ability to elect all the members of the board of directors of the General Partner and may change the board composition from time to time in its discretion.

(e) Subject to the restrictions contained in the Partnership Agreement, the Reporting Person, as the direct owner of the General Partner of the Issuer, exercises control over the amount of distributions declared by the Issuer and may cause the Issuer to change its capitalization, through the issuance of debt or equity securities, from time to time in the future. The Reporting Person has no current intention of changing the present capitalization or distribution policy of the Issuer.

(f) None.

(g) None.

(h) None.

(i) None.

(j) None.

(a) - (j) Except for the matters set forth above in this Schedule 13D, the Reporting Person has no plans or proposals that relate to, or could result in, any of the matters referred to in paragraphs (a) through (j) inclusive of the instructions to Item 4 of Schedule 13D.

Item 5. Interest in Securities of the Issuer.

(a) After giving effect to the Separation, the Reporting Person owns 5,006,496 Common Units, 11,611,067 Subordinated Units representing 100% of the Subordinated Units of the Issuer and 100% of the Issuer’s incentive distribution rights. The Common Units and the Subordinated Units held by the Reporting Person represent 60.8% of the issued and outstanding Common Units and Subordinated Units. Through its ownership of the General Partner, the Reporting Person may also be deemed to indirectly beneficially own the General Partner’s 1.71% general partner interest in the Issuer.

The Reporting Person does not share the power to vote or to direct the vote or to dispose or direct the disposition of any Common Units or Subordinated Units held by it.

(b) The information set forth in Items 7 through 11 of the cover pages hereto is incorporated herein by reference.

(c) The information set forth in Item 3 is incorporated herein by reference. Except as described in Item 4, during the past 60 days the Reporting Person has not effected any transaction in the Common Units or the Subordinated Units.

(d) The Reporting Person has the right to receive distributions from, and the proceeds from the sale of, the Common Units reported on the cover pages of this Schedule 13D and in this Item 5. Except for the foregoing, no other person is known by the Reporting Person to have the right to receive or the power to direct the receipt of distributions from, or the proceeds from the sale of, Common Units beneficially owned by the Reporting Person.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

The information provided or incorporated by reference in Item 3 and Item 4 is hereby incorporated by reference herein.

The Third Amended and Restated Partnership Agreement

The General Partner, as the sole general partner of the Partnership, the Reporting Person, as a limited partner of the Issuer, and all other limited partners, among others, are party to the Partnership Agreement. Among other things, the Partnership Agreement sets forth the rights of the parties thereto with respect to distributions of cash, allocation of profits and losses, the terms of conversion of the Subordinated Units into Common Units and voting rights. Subject to the terms and conditions of the Partnership Agreement, the General Partner and its affiliates, including the Reporting Person, have the right to cause the Issuer to register for resale under the Securities Act of 1933 and applicable state securities laws any units that they hold.

The summary contained herein of the Partnership Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Partnership Agreement, which is included as Exhibit D to this Schedule 13D and is incorporated herein by reference.

Contribution and Assignment Agreement

CNX and the Reporting Person are party to that certain Contribution and Assignment Agreement dated as of November 28, 2017 (the “Contribution Agreement”). Among other things, the Contribution Agreement provides that in connection with the Separation, CNX transferred all of its equity interest in the General Partner and in the Issuer to the Reporting Person.

The summary contained herein of the Contribution Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Contribution Agreement, which is included as Exhibit E to this Schedule 13D and is incorporated herein by reference.

Incentive Distribution Rights Distribution and Assignment Agreement

The General Partner and the Reporting Person are party to that certain Incentive Distribution Rights Distribution and Assignment Agreement dated as of November 28, 2017 (the “IDR Agreement”). Under the IDR Agreement, the General Partner transferred all of its incentive distribution rights in the Issuer to the Reporting Person. Such distribution of the incentive distribution rights to the Reporting Person was a condition precedent to the closing of the transactions contemplated by the Credit Agreement.

The summary contained herein of the IDR Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the IDR Agreement, which is included as Exhibit F to this Schedule 13D and is incorporated herein by reference.

Item 7. Material to be filed as Exhibits.

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.

Schedule I

Information regarding each managing member, director and executive officer of the Reporting Person, or each person controlling the Reporting Person, is set forth below.

Reporting Person: CONSOL Energy Inc.

Exhibit E

CONTRIBUTION AND ASSIGNMENT AGREEMENT

THIS CONTRIBUTION AND ASSIGNMENT AGREEMENT (this “Agreement”) is entered into effective as of the 28th day of November, 2017 (the “Effective Date”) by and between CONSOL ENERGY INC., a Delaware corporation (“Parent”), and CONSOL MINING CORPORATION, a Delaware corporation (“CoalCo”).

WHEREAS, Parent is the record owner of ONE HUNDRED PERCENT (100%) of the outstanding membership interests in (i) CNX RCPC LLC, a Delaware limited liability company (“RCPC”); (ii) MTB LLC, a Delaware limited liability company (“MTB”); (iii) CONSOL Mining Holding Company LLC, a Delaware limited liability company (“CMHC”); (iv) Consol Pennsylvania Coal Company LLC, a Delaware limited liability company (“CPCC”); (v) CONSOL of Kentucky LLC, a Delaware limited liability company (“CKLLC”); (vi) Wolfpen Knob Development Company LLC, a Virginia limited liability company (“WKDC”); (vii) CONSOL Energy Sales Company LLC, a Delaware limited liability company (“CESC”); (viii) CONSOL of Canada LLC, a Delaware limited liability company (“CCLLC”); and (ix) Amvest LLC, a Virginia limited liability company (“Amvest” and, collectively with RCPC, MTB, CMHC, CPCC, CKLLC, WKDC, CESC, and CCLLC, the “Disregarded Entities”);

WHEREAS, Parent is the record owner of ONE HUNDRED PERCENT (100%) of the issued and outstanding shares of CONSOL Energy Canada Ltd., a Corporation formed under the laws of New Brunswick, Canada (“CECLTD” and, collectively with the Disregarded Entities, the “First Tier Entities”);

WHEREAS, CoalCo is a direct, wholly owned subsidiary of Parent;

WHEREAS, Parent desires to contribute, transfer, and assign the membership interests or shares, as applicable, in the First Tier Entities (collectively, the “First Tier Interests”) to CoalCo, and CoalCo desires to accept and assume the First Tier Interests from Parent, whereby CoalCo shall then hold ONE HUNDRED PERCENT (100%) of the outstanding First Tier Interests of any type in the First Tier Entities (such contribution, the “Step 5(a) Contribution”);

WHEREAS, Parent is the record owner of ONE HUNDRED PERCENT (100%) of the issued and outstanding shares (the “Financial Shares”) of CONSOL Financial Inc., a Delaware corporation (“Financial”);

WHEREAS, immediately following the effectiveness of the Step 5(a) Contribution, Parent desires to contribute, transfer, and assign the Financial Shares to CoalCo, and CoalCo desires to accept and assume the Financial Shares, whereby CoalCo shall then own ONE HUNDRED PERCENT (100%) of the Financial Shares and be the sole stockholder of Financial (such contribution, the “Step 5(b) Contribution”):

WHEREAS, Parent is the record owner of ONE HUNDRED PERCENT (100%) of the outstanding membership interests (the “GP Interests”) in CNX Coal Resources GP LLC, a Delaware limited liability company (“CNX Coal GP”) and CNX Coal GP is the record owner ONE HUNDRED PERCENT (100%) of the Incentive Distribution Rights (as defined in that certain Second Amended and Restated Agreement of Limited Partnership of CNX Coal Resources LP, dated as of September 30, 2016, and referred to herein as the “IDRs”) of CNX Coal Resources LP, a Delaware master limited partnership (“CNX Coal MLP” and, together with CNX Coal GP, the “CNX Coal Entities”);

WHEREAS, Parent is the record owner of (i) 5,006,496 Common Units and (ii) 11,611,067 Subordinated Units (each as defined in that certain Second Amended and Restated Agreement of Limited Partnership of CNX Coal Resources LP, dated as of September 30, 2016, and collectively the “MLP Interests” and, collectively with the GP Interests, the “CNX Coal Interests”) of CNX Coal MLP, and, by virtue of the GP Interests, Parent is an indirect holder of the IDRs and an additional ONE AND SEVEN-TENTHS PERCENT (1.7%) of the MLP Interests;

WHEREAS, the CNX Coal Interests represent ONE HUNDRED PERCENT (100%) of the equity interests of any type owned by Parent in CNX Coal MLP;

WHEREAS, immediately following effectiveness of the Step 5(b) Contribution, Parent desires to contribute, transfer, and assign the CNX Coal Interests to CoalCo, and CoalCo desires to accept and assume the CNX Coal Interests, whereby CoalCo shall then own ONE HUNDRED PERCENT (100%) of the CNX Coal Interests previously owned by Parent (such contribution, the “Step 5(c) Contribution”):

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree as follows:

1. Step 5(a) Contribution. Effective as of 12:01 a.m. EST on the Effective Date, Parent hereby contributes, assigns, and transfers to CoalCo all of Parent’s right, title, and interest in and to the First Tier Interests, and CoalCo hereby accepts the foregoing contribution and assignment from Parent.

2. End Result of the Step 5(a) Contribution. By virtue of the provisions of this Agreement, effective as of 12:01 a.m. EST on the Effective Date CoalCo shall be the sole member or stockholder, as applicable, of each of the First Tier Entities without any further action by any of the parties hereto.

3. Step 5(b) Contribution. Effective as of 12:02 a.m. EST on the Effective Date, Parent hereby contributes, assigns, and transfers to CoalCo all of Parent’s right, title, and interest in and to the Financial Shares, and CoalCo hereby accepts the foregoing contribution and assignment from Parent.

4. End Result of the Step 5(b) Contribution. By virtue of the provisions of this Agreement, effective as of 12:02 a.m. EST on the Effective Date CoalCo shall be the sole stockholder of Financial without any further action by any of the parties hereto.

5. Step 5(c) Contribution. Effective as of 12:03 a.m. EST on the Effective Date, Parent hereby contributes, assigns, and transfers to CoalCo all of Parent’s right, title, and interest in and to the CNX Coal Interests, and CoalCo hereby accepts the foregoing contribution and assignment from Parent.

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6. End Result of the Step 5(c) Contribution. By virtue of the provisions of this Agreement, effective as of 12:03 a.m. EST on the Effective Date CoalCo shall own ONE HUNDRED PERCENT (100%) of the CNX Coal Interests previously owned by Parent without any further action by any of the parties hereto.

7. Representations and Warranties of Parent. Parent represents and warrants to CoalCo the following:

(a) Authorization. This Agreement has been duly and properly authorized by all necessary corporate action on the part of Parent.

(b) Binding Obligation. Assuming due execution by CoalCo, this Agreement constitutes a valid and binding obligation of Parent enforceable against Parent in accordance with its terms.

8. Representations and Warranties of CoalCo. CoalCo represents and warrants to Parent the following:

(a) Authorization. This Agreement has been duly and properly authorized by all necessary corporate action on the part of CoalCo.

(b) Binding Obligation. Assuming due execution by Parent, this Agreement constitutes a valid and binding obligation of CoalCo enforceable against CoalCo in accordance with its terms.

9. Transfer Documents. The parties agree to execute and deliver any documents, certificates, endorsements, powers, or other items as may be necessary or appropriate in connection with the consummation of the distributions and assignments effectuated by this Agreement.

10. Amendment. This Agreement cannot be amended, modified, or terminated orally. No waiver, extension, or consent will be effective unless evidenced by an instrument in writing duly executed by the party which is sought to be charged with having granted the same.

11. Headings. The section headings of this Agreement are for convenience of reference only and do not form a part of this Agreement and do not in any way modify, interpret, or otherwise affect the intentions of the parties.

12. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware without regard to its conflicts of laws principles.

13. Counterparts. This Agreement may be executed in one or more counterparts, all of which taken together shall constitute one instrument.

[Remainder of page intentionally left blank.]

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

[Signature page to Contribution and Assignment Agreement (Step 5(a)–(c))]

Exhibit F

INCENTIVE DISTRIBUTION RIGHTS

DISTRIBUTION AND ASSIGNMENT AGREEMENT

This Incentive Distribution Rights Distribution and Assignment Agreement (this “Agreement”) is made and entered into as of November 28, 2017 (the “Effective Date”), by and between CONSOL Coal Resources GP LLC, a Delaware limited liability company (formerly known as CNX Coal Resources GP LLC, the “General Partner”) and CONSOL Energy Inc., a Delaware corporation (formerly known as CONSOL Mining Corporation, “Spinco”). Each of the General Partner and Spinco is referred to in this Agreement as a “Party” and collectively as the “Parties.”

RECITALS:

WHEREAS, in connection with the initial public offering of CONSOL Coal Resources LP, a Delaware limited partnership (formerly known as CNX Coal Resources LP, the “Partnership”) on July 7, 2015, CONSOL Resources Corporation, a Delaware corporation (formerly known as CONSOL Energy Inc., “CEI”) and the General Partner executed and delivered the First Amended and Restated Agreement of Limited Partnership of the Partnership, dated as of July 7, 2015 (as amended, modified and/or restated from time to time, including pursuant to the Second Amended and Restated Agreement of Limited Partnership, dated as of September 30, 2016, the “Partnership Agreement”);

WHEREAS, pursuant to the terms of that certain Contribution, Conveyance and Assumption Agreement, dated as of July 7, 2015, by and among CEI, the General Partner, the Partnership and CONSOL Operating LLC, a Delaware limited liability company (formerly known as CNX Operating LLC), the Partnership issued to the General Partner, among other interests, all of the Incentive Distribution Rights (as defined in the Partnership Agreement) of the Partnership (the “General Partner IDRs”);

WHEREAS, pursuant to Section 4.7 of the Partnership Agreement, the General Partner, or any holder of Incentive Distribution Rights, may transfer any or all of its Incentive Distribution Rights without the approval of any person;

WHEREAS, the General Partner is a direct, wholly-owned subsidiary of Spinco;

WHEREAS, Spinco, as borrower, intends to execute that certain Credit Agreement with the guarantors party thereto, the lenders party thereto (the “Lenders”), PNC Bank, National Association, as Revolving/TLA Administrative Agent, Citibank, N.A., as TLB Administrative Agent, and PNC Bank, National Association, as Collateral Agent, and the other parties thereto (the “Spinco Credit Agreement”);

WHEREAS, under the terms of the Spinco Credit Agreement, the General Partner is an Excluded Subsidiary (as defined in the Spinco Credit Agreement) and Spinco is a Loan Party (as defined in the Spinco Credit Agreement);

WHEREAS, in connection with the closing of the transactions contemplated by the Spinco Credit Agreement, and as a material inducement for the Lenders to enter into the Spinco Credit Agreement and a condition precedent to the Closing Date under, and as defined in, the Spinco Credit Agreement, the General Partner must transfer and convey the General Partner IDRs to a Loan Party (as defined in the Spinco Credit Agreement);

WHEREAS, the General Partner desires to distribute, assign, transfer and deliver to Spinco, and Spinco desires to acquire from the General Partner, all of the General Partner IDRs, in each case, on the terms and conditions set forth in this Agreement;

NOW, THEREFORE, in consideration of the premises and the covenants, conditions and agreements contained herein, and for other good and valuable consideration, including the entry by the Lenders into the Spinco Credit Agreement, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

AGREEMENT:

1. Distribution, Assignment and Assumption. Effective as of the Effective Date, and subject to and in accordance with the terms of this Agreement, the General Partner hereby grants, bargains, conveys, distributes, assigns, transfers and delivers to Spinco the General Partner IDRs and Spinco hereby assumes all rights, obligations and responsibilities with respect to the General Partner IDRs.

2. Waivers. By its signature hereto, each Party hereby waives any provision in the Partnership Agreement or otherwise that would prohibit, delay, require notice of, grant rights in connection with, or require compliance with any other requirements in connection with, the distributions, assignments and transfers contemplated by Section 1.

3. Representations and Warranties.

(a) Organization; Authority. Each Party represents and warrants that: (i) it is validly organized and in good standing under the laws of the state of its formation; (ii) it has all requisite power and authority to enter into this Agreement and to consummate the transactions contemplated hereby; (iii) the execution, delivery and performance of this Agreement, and the consummation of the transactions contemplated hereby, have been duly and validly authorized by all requisite corporate action of such Party, and no other action or proceeding by or on behalf of such Party is necessary to authorize the execution, delivery and performance of this Agreement or to consummate the transactions contemplated hereby; (iv) this Agreement has been duly and validly executed and delivered by such Party; and (v) this Agreement constitutes the valid and legally binding obligation of such Party enforceable against it in accordance with its respective terms, subject, in each case, to the effects of general principles of equity, whether at law or in equity.

(b) No Conflicts; No Consents. Each Party represents and warrants that neither the execution, delivery and performance by such Party of this Agreement, nor the consummation by such Party of the transactions contemplated hereby, will (i) conflict with or result in any breach of any provision of the governing documents of such Party; (ii) require the consent of any person, result in a violation or breach of, constitute a default under, or give rise to any right of termination, amendment, cancellation or acceleration under (with or without notice or lapse of time or both), any contract or governmental approval of such Party; (iii) result in the

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creation or imposition of any lien (other than restrictions imposed on transfer under applicable federal and/or state securities laws or regulations and any liens attaching to the General Partner IDRs under or in connection with the Spinco Credit Agreement) on any General Partner IDRs owned by such Party; or (iv) conflict with or violate any law applicable to such Party or its properties or assets, except, in the cases of clauses (ii), (iii) or (iv) above, for any such violations, losses, defaults, accelerations, terminations, cancellations or liens that, individually or in the aggregate, would not reasonably be expected to materially delay or materially impede the ability of such Party to perform its obligations under this Agreement or to consummate the transactions contemplated hereby.

(c) Title. The General Partner owns, beneficially and of record, all of the General Partner IDRs. The General Partner does hereby bind itself and its successors and assigns to warrant and forever defend title to all and singular the General Partner IDRs so granted, bargained, conveyed, distributed, assigned, transferred and delivered for claims arising by, through or under the General Partner or any of its Affiliates but not otherwise.

(d) Investment Intent. Spinco is acquiring the General Partner IDRs as an investment for its own account and not with a view to the distribution thereof. Spinco shall not sell, transfer, distribute, contribute, assign, pledge or hypothecate any of the General Partner IDRs, except in compliance with any federal and applicable state securities laws or an exemption therefrom.

(e) Disclaimers. Except for the representations and warranties contained in this Section 3, neither of the Parties makes any express or implied representation or warranty with respect to the General Partner IDRs and/or the transactions contemplated by this Agreement, and each of the Parties hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, except for the representations and warranties contained in this Section 3, the General Partner does not make and has not made any representation or warranty to Spinco, with respect to (i) any projection (financial or otherwise), forecast, estimate, budget or prospective information relating to the Partnership or its respective businesses or operations and/or (ii) any projection (financial or otherwise), forecast, or estimate relating to the General Partner IDRs.

4. Transfer Agent. Promptly after the Effective Date, the General Partner shall, or will direct the Transfer Agent (as defined in the Partnership Agreement) to, record the conveyance, transfer and delivery of the General Partner IDRs made pursuant to Section 1 in the Partnership Register (as defined in the Partnership Agreement) pursuant to, and in compliance with, Section 4.1 of the Partnership Agreement.

5. Further Assurances. After the Effective Date, each Party agrees to take such further actions and to execute, acknowledge and deliver all such further documents as are reasonably requested by the other Party for carrying out the purposes of granting, bargaining, conveying, distributing, assigning, transferring and delivering the General Partner IDRs to Spinco, to perfect Spinco’s title thereto, and to accomplish the orderly transfer of the General Partner IDRs to Spinco in the manner contemplated by this Agreement.

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6. Taxes. Spinco shall pay all expenses, fees and costs, including all sales, use and similar taxes arising out of the conveyance, transfer and delivery made pursuant to Section 1 and shall pay all documentary, filing, recording, transfer, deed and conveyance taxes and fees required in connection therewith.

7. General Provisions.

(a) Deed; Bill of Sale; Assignment. To the extent required and permitted by applicable law, this Agreement shall also constitute a “deed,” “bill of sale” or “assignment” of the interests referenced herein.

(b) Binding Effect. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and assigns.

(c) Governing Law. THIS AGREEMENT SHALL BE SUBJECT TO AND GOVERNED BY THE LAWS OF THE STATE OF DELAWARE, EXCLUDING ANY CONFLICTS-OF-LAW RULE OR PRINCIPLE THAT MIGHT REFER THE CONSTRUCTION OR INTERPRETATION OF THIS AGREEMENT TO THE LAWS OF ANOTHER STATE. EACH OF THE PARTIES AGREES THAT THIS AGREEMENT INVOLVES AT LEAST U.S. $100,000.00 AND THAT THIS AGREEMENT HAS BEEN ENTERED INTO IN EXPRESS RELIANCE UPON 6 DEL. C. §2708. EACH OF THE PARTIES IRREVOCABLY AND UNCONDITIONALLY AGREES (I) TO BE SUBJECT TO THE JURISDICTION OF THE COURTS OF THE STATE OF DELAWARE AND OF THE FEDERAL COURTS SITTING IN THE STATE OF DELAWARE AND (II) TO THE EXTENT SUCH PARTY IS NOT OTHERWISE SUBJECT TO SERVICE OF PROCESS IN THE STATE OF DELAWARE, TO APPOINT AND MAINTAIN AN AGENT IN THE STATE OF DELAWARE AS SUCH PARTY’S AGENT FOR ACCEPTANCE OF LEGAL PROCESS AND TO NOTIFY THE OTHER PARTIES OF THE NAME AND ADDRESS OF SUCH AGENT. EACH PARTY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION, SUIT OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.

(d) Parties in Interest. Except as expressly set forth in this Agreement, nothing in this Agreement shall entitle any person other than the Parties to any claim, cause of action, remedy or right of any kind.

(e) Preparation of Agreement. All of the Parties and their respective counsels participated in the preparation of this Agreement. In the event of any ambiguity in this Agreement, it is the intent of the Parties that no presumption shall arise based on the identity of the draftsman of this Agreement.

(f) Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any

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adverse manner to any Party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the extent possible.

(g) Amendment. This Agreement may be amended or modified only by an agreement in writing executed by both Parties and expressly identified as an amendment or modification.

(h) Counterparts. This Agreement may be executed in one or more counterparts, including electronic, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature page were an original thereof.

[Signature Page Follows]

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IN WITNESS WHEREOF, the Parties have duly executed this Agreement as of the Effective Date.

GENERAL PARTNER:

SPINCO:

Signature Page to Incentive Distribution Rights Distribution and Assignment Agreement