CONSOL ENERGY INC. SUPPLEMENTAL INDENTURE NO. 2
Exhibit 4.2
SUPPLEMENTAL INDENTURE NO. 2
$250,000,000
7.875% Notes due 2012
THIS SUPPLEMENTAL INDENTURE NO. 2, dated as of September 30, 2003 (this “Supplemental Indenture”), among CONSOL ENERGY INC., a Delaware corporation (the “Company”), the Guarantors listed on Schedule I hereto and THE BANK OF NOVA SCOTIA TRUST COMPANY OF NEW YORK, a New York trust company, as trustee under the Indenture referred to below (the “Trustee”).
RECITALS OF THE COMPANY
WHEREAS, the Company has heretofore executed and delivered to the Trustee an Indenture, dated as of March 7, 2002 (the “Indenture”), and Supplemental Indenture No. 1, dated as of March 7, 2002 providing for the issuance of the 7.875% Notes due 2012 in the aggregate principal amount of $250,000,000 (the “First Supplemental Indenture”);
WHEREAS, Article IX of the Indenture provides for various matters with respect to any series of Securities issued under the Indenture to be established in an indenture supplemental to the Indenture;
WHEREAS, Section 9.01(a)(12) of the Indenture provides that the Company, the Guarantor Subsidiaries and the Trustee may enter into an indenture supplemental to the Indenture to provide for the release of a Guarantor Subsidiary in respect of its Subsidiary Guaranty pursuant to Article XI of the Indenture;
WHEREAS, Section 9.01(a)(11) of the Indenture provides that the Company, the Guarantor Subsidiaries and the Trustee may enter into an indenture supplemental to the Indenture to allow for the addition of Guarantor Subsidiaries by the execution of a supplemental indenture in respect of a Subsidiary Guarantee;
WHEREAS, all the conditions and requirements necessary to make this Supplemental Indenture, when duly executed and delivered, a valid and binding agreement in accordance with its terms and for the purposes herein expressed, have been performed and fulfilled.
NOW THEREFORE, THIS SUPPLEMENTAL INDENTURE WITNESSETH:
For and in consideration of the premises, the Company, the Guarantor Subsidiaries and the Trustee mutually covenant and agree for the equal and proportionate benefit of the respective Holders of the Securities of such series as follows:
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ARTICLE ONE
RELATION TO INDENTURE; DEFINITIONS; RULES OF CONSTRUCTION
SECTION 1.1 Relation to Indenture. This Supplemental Indenture constitutes an integral part of the Indenture.
SECTION 1.2 Rules of Construction. For all purposes of this Supplemental Indenture:
(a) capitalized terms used herein without definition shall have the meanings specified in the Indenture;
(b) all references herein to Articles and Sections, unless otherwise specified, refer to the corresponding Articles and Sections of this Supplemental Indenture;
(c) the terms “herein,” “hereof,” “hereunder” and other words of similar import refer to this Supplemental Indenture; and
(d) in the event of a conflict with the definition of terms in the Indenture, the definitions in this Supplemental Indenture shall control.
ARTICLE TWO
GUARANTOR SUBSIDIARIES
SECTION 2.1 Releases. Effective as of the date hereof, Fairmont Supply Company is released from its obligations under its Subsidiary Guarantee.
SECTION 2.2 Guarantor Subsidiaries and Guarantors. Effective as of the date hereof, (i) the Guarantor Subsidiaries listed on Schedule I of the Indenture shall be as set forth on Schedule I attached hereto and (ii) the “Guarantors” as defined in the First Supplemental Indenture shall mean those subsidiaries of the Company listed on Schedule I attached hereto.
ARTICLE THREE
MISCELLANEOUS PROVISIONS
SECTION 3.1 Ratification. The Indenture, as supplemented and amended by the First Supplemental Indenture and this Supplemental Indenture, is in all respects hereby adopted, ratified and confirmed.
SECTION 3.2 Trustee Not Liable for Recitals. The recitals contained herein are made by the Company and the Guarantors, and the Trustee assumes no liability for the correctness thereof. The Trustee makes no representations as to the validity or sufficiency of this Supplemental Indenture.
SECTION 3.3 Counterparts. This Supplemental Indenture may be executed in any number of counterparts, each of which when so executed shall be deemed an original, and all such counterparts shall together constitute but one and the same instrument.
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SECTION 3.4 Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK, AND FOR ALL PURPOSES SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF SAID STATE.
[signature page follows]
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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the day and year first above written.
| By: |
/s/ Xxxxxxx X. Xxxxxxxx | |
| Name: Xxxxxxx X. Xxxxxxxx | ||
| Title: Vice President & General Counsel | ||
| CARDINAL STATES GATHERING COMPANY by CNX Gas Company LLC, its sole partner, | ||
| by Consolidation Coal Company, its sole member | ||
| CONSOLIDATION COAL COMPANY | ||
| By: |
/s/ Xxxx X. Xxxxxx | |
| Name: Xxxx X. Xxxxxx, | ||
| Title: Treasurer | ||
| CENTRAL OHIO COAL COMPANY | ||
| By: |
/s/ Xxxx X. Xxxxxx | |
| Name: Xxxx X. Xxxxxx, | ||
| Title: Treasurer | ||
| CHURCH STREET HOLDINGS, INC. | ||
| By: |
/s/ Xxxx X. Xxxxxx | |
| Name: Xxxx X. Xxxxxx, | ||
| Title: Treasurer | ||
| CNX GAS COMPANY LLC | ||
| by Consolidation Coal Company, its sole member | ||
| CONSOLIDATION COAL COMPANY | ||
| By: | /s/ Xxxx X. Xxxxxx | |
| Name: | Xxxx X. Xxxxxx, | |
| Title: | Treasurer | |
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| CNX LAND RESOURCES INC. | ||
| By: /s/ Xxxx X. Xxxxx | ||
| Name: |
Xxxx X. Xxxxx, | |
| Title: |
Assistant Secretary | |
| CNX MARINE TERMINALS INC. | ||
| By: /s/ Xxxx X. Xxxxx | ||
| Name: |
Xxxx X. Xxxxx, | |
| Title: |
Assistant Secretary | |
| CONRHEIN COAL COMPANY | ||
| by Consolidation Coal Company, its General Partner | ||
| CONSOLIDATION COAL COMPANY | ||
| By: /s/ Xxxx X. Xxxxxx | ||
| Name: |
Xxxx X. Xxxxxx, | |
| Title: |
Treasurer | |
| CONSOL DOCKS INC. | ||
| By: /s/ Xxxx X. Xxxxx | ||
| Name: |
Xxxx X. Xxxxx, | |
| Title: |
Assistant Secretary | |
| CONSOL FINANCIAL INC. | ||
| By: /s/ Xxxx X. Xxxxxx | ||
| Name: |
Xxxx X. Xxxxxx, | |
| Title: |
Treasurer | |
| CONSOL OF CANADA INC. | ||
| By: /s/ Xxxx X. Xxxxxx | ||
| Name: |
Xxxx X. Xxxxxx, | |
| Title: |
Treasurer | |
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| CONSOL OF KENTUCKY INC. | ||
| By:/s/ Xxxx X. Xxxxxx | ||
| Name: |
Xxxx X. Xxxxxx, | |
| Title: |
Treasurer | |
| CONSOL PENNSYLVANIA COAL COMPANY | ||
| By:/s/ Xxxx X. Xxxxxx | ||
| Name: |
Xxxx X. Xxxxxx, | |
| Title: |
Treasurer | |
| CONSOLIDATION COAL COMPANY | ||
| By:/s/ Xxxx X. Xxxxxx | ||
| Name: |
Xxxx X. Xxxxxx, | |
| Title: |
Treasurer | |
| CONSOL SALES COMPANY | ||
| By:/s/ Xxxx X. Xxxxx | ||
| Name: |
Xxxx X. Xxxxx, | |
| Title: |
Assistant Secretary | |
| EIGHTY-FOUR MINING COMPANY | ||
| By:/s/ Xxxx X. Xxxxxx | ||
| Name: |
Xxxx X. Xxxxxx, | |
| Title: |
Treasurer | |
| XXXXXX ENERGY LLC | ||
| by Consolidation Coal Company, its member | ||
| CONSOLIDATION COAL COMPANY | ||
| By:/s/ Xxxx X. Xxxxxx | ||
| Name: |
Xxxx X. Xxxxxx, | |
| Title: |
Treasurer | |
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| HELVETIA COAL COMPANY | ||
| By:/s/ Xxxx X. Xxxxxx | ||
| Name: |
Xxxx X. Xxxxxx, | |
| Title: |
Treasurer | |
| ISLAND CREEK COAL COMPANY | ||
| By:/s/ Xxxxx X. Xxxxx | ||
| Name: |
Xxxxx X. Xxxxx, | |
| Title: |
President | |
| IC COAL, INC. | ||
| By:/s/ Xxxx X. Xxxxxx | ||
| Name: |
Xxxx X. Xxxxxx, | |
| Title: |
Treasurer | |
| JEFFCO COAL COMPANY | ||
| By:/s/ Xxxx X. Xxxxxx | ||
| Name: |
Xxxx X. Xxxxxx, | |
| Title: |
Treasurer | |
| KEYSTONE COAL MINING CORPORATION | ||
| By:/s/ Xxxx X. Xxxxxx | ||
| Name: |
Xxxx X. Xxxxxx, | |
| Title: |
Treasurer | |
| LAUREL RUN MINING COMPANY | ||
| By:/s/ Xxxx X. Xxxxxx | ||
| Name: |
Xxxx X. Xxxxxx, | |
| Title: |
Treasurer | |
| XXXXXXXXXXX, INC. | ||
| By:/s/ Xxxx X. Xxxxxx | ||
| Name: |
Xxxx X. Xxxxxx, | |
| Title: |
Treasurer | |
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| XXXXXXX COAL COMPANY | ||
| By:/s/ Xxxx X. Xxxxxx | ||
| Name: |
Xxxx X. Xxxxxx, | |
| Title: |
Treasurer | |
| MTB INC. | ||
| By:/s/ Xxxx X. Xxxxx | ||
| Name: |
Xxxx X. Xxxxx, | |
| Title: |
Assistant Secretary | |
| NEW CENTURY HOLDINGS, INC. | ||
| By:/s/ Xxxx X. Xxxxxx | ||
| Name: |
Xxxx X. Xxxxxx, | |
| Title: |
Treasurer | |
| QUARTO MINING COMPANY | ||
| By:/s/ Xxxx X. Xxxxxx | ||
| Name: |
Xxxx X. Xxxxxx, | |
| Title: |
Treasurer | |
| RESERVE COAL PROPERTIES COMPANY | ||
| By:/s/ Xxxx X. Xxxxx | ||
| Name: |
Xxxx X. Xxxxx, | |
| Title: |
Assistant Secretary | |
| ROCHESTER & PITTSBURGH COAL COMPANY | ||
| By:/s/ Xxxx X. Xxxxxx | ||
| Name: |
Xxxx X. Xxxxxx, | |
| Title: |
Treasurer | |
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| SOUTHERN OHIO COAL COMPANY | ||
| By:/s/ Xxxx X. Xxxxxx | ||
| Name: |
Xxxx X. Xxxxxx, | |
| Title: |
Treasurer | |
| THE WHITE STAR COAL CO., INC. | ||
| By:/s/ Xxxx X. Xxxxxx | ||
| Name: |
Xxxx X. Xxxxxx, | |
| Title: |
Treasurer | |
| TWIN RIVERS TOWING COMPANY | ||
| By:/s/ Xxxx X. Xxxxxx | ||
| Name: |
Xxxx X. Xxxxxx, | |
| Title: |
Treasurer | |
| UNITED EASTERN COAL SALES CORPORATION | ||
| By:/s/ Xxxx X. Xxxxxx | ||
| Name: |
Xxxx X. Xxxxxx | |
| Title: |
Treasurer | |
| WINDSOR COAL COMPANY | ||
| By:/s/ Xxxx X. Xxxxxx | ||
| Name: |
Xxxx X. Xxxxxx, | |
| Title: |
Treasurer | |
| WOLFPEN KNOB DEVELOPMENT COMPANY | ||
| By:/s/ Xxxx X. Xxxxxx | ||
| Name: |
Xxxx X. Xxxxxx, | |
| Title: |
Treasurer | |
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| THE BANK OF NOVA SCOTIA TRUST COMPANY OF NEW YORK, as Trustee | ||
| By: |
/s/ Xxxx X. Xxxxxx | |
| Name: Xxxx X. Xxxxxx | ||
| Title: Trust Officer | ||
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SCHEDULE I
GUARANTORS
Cardinal States Gathering Company, a Virginia general partnership
Central Ohio Coal Company, a Ohio corporation
Church Street Holdings, Inc., a Delaware corporation
CNX Gas Company LLC, a Virginia limited liability company
CNX Land Resources Inc., a Delaware corporation
CNX Marine Terminals Inc. (Formerly Consolidation Coal Sales Company), a Delaware corporation
Conrhein Coal Company, a Pennsylvania general partnership
CONSOL Docks Inc., a Delaware corporation
CONSOL Financial Inc., a Delaware corporation
CONSOL of Canada Inc., a Delaware corporation
CONSOL of Kentucky, a Delaware corporation
CONSOL Pennsylvania Coal Company, a Delaware corporation
Consolidation Coal Company, a Delaware corporation
CONSOL Sales Company, a Delaware corporation
Eighty-Four Mining Company, a Pennsylvania corporation
Xxxxxx Energy LLC, a Pennsylvania limited liability company
Helvetia Coal Company, a Pennsylvania corporation
Island Creek Coal Company, a Delaware corporation
IC Coal , Inc., a Delaware corporation
Jeffco Coal Company, a Pennsylvania corporation
Keystone Coal Mining Corporation, a Pennsylvania corporation
Laurel Run Mining Company, a Virginia corporation
Xxxxxxxxxxx, Inc., a Pennsylvania corporation
XxXxxxx Coal Company, a Delaware corporation
MTB Inc., a Delaware corporation
New Century Holdings, Inc., a Delaware corporation
Quarto Mining Company, a Ohio corporation
Reserve Coal Properties, a Delaware corporation
Rochester & Pittsburgh Coal Company, a Pennsylvania corporation
Southern Ohio Coal Company, a West Virginia corporation
The White Star Coal Co., Inc., a New York corporation
Twin Rivers Towing Company, a Delaware corporation
United Eastern Coal Sales Corporation, a Pennsylvania corporation
Windsor Coal Company, a West Virginia corporation
Wolfpen Knob Development Company, a Virginia corporation
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