CONSOL ENERGY INC. SUPPLEMENTAL INDENTURE NO. 12
Exhibit 4.14
SUPPLEMENTAL INDENTURE NO. 12
$250,000,000
7.875% Notes due 2012
THIS SUPPLEMENTAL INDENTURE No. 12, dated as of July 28, 2008 (this “Supplemental Indenture No. 12”), by and 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”), a Supplemental Indenture No. 1 dated as of March 7, 2002, a Supplemental Indenture No. 2 dated as of September 30, 2003, a Supplemental Indenture No. 3 dated as of April 15, 2005, a Supplemental Indenture No. 4 dated as of August 8, 2005, a Supplemental Indenture No. 5 dated as of October 21, 2005, a Supplemental Indenture No. 6 dated as of August 2, 2006, a Supplemental Indenture No. 7 dated as of March 12, 2007, a Supplemental Indenture No. 8 dated as of May 7, 2007, a Supplemental Indenture No. 9 dated as of September 6, 2007, a Supplemental Indenture No. 10 dated as of November 12, 2007 and a Supplemental Indenture No. 11 dated as of June 3, 2008 (such Supplemental Indentures, collectively, the “Supplemental Indentures”) providing for the issuance of the 7.875% Notes due 2012 in the aggregate principal amount of $250,000,000;
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, on July 14, 2008, certain indirect subsidiaries of the Company, and direct subsidiaries of CNX Gas Company LLC, being Coalfield Pipeline Company, a Tennessee corporation and Xxxx Energy, LLC, a Tennessee limited liability company, entered into a Guarantor Joinder and Assumption Agreement pursuant to the Credit Agreement, dated as of October 7, 2005, by and among CNX Gas Corporation, the Guarantors party thereto, the Lenders party thereto, Citibank, N.A. and PNC Bank, National Association, collectively as Co-Administrative Agents (collectively the “Credit Agreement”) under which the Subsidiary will guarantee Indebtedness (as defined in the Indenture);
WHEREAS, pursuant to Section 4.07 of the Indenture, upon the guarantee of indebtedness under the Credit Agreement, the Subsidiaries would become Guarantor Subsidiaries within the meaning of that term in the Indenture and are required to deliver a Subsidiaries Guarantee;
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 any Guarantor Subsidiaries to execute a supplemental indenture in respect of a Subsidiaries Guarantee;
WHEREAS, all the conditions and requirements necessary to make this Supplemental Indenture No. 12, 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 No. 12 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:
ARTICLE ONE
RELATION TO INDENTURE; DEFINITIONS; RULES OF CONSTRUCTION
SECTION 1.1 Relation to Indenture. This Supplemental Indenture No. 12 constitutes an integral part of the Indenture.
SECTION 1.2 Rules of Construction. For all purposes of this Supplemental Indenture No. 12:
(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 No. 12;
(c) the terms “herein,” “hereof,” “hereunder” and other words of similar import refer to this Supplemental Indenture No. 12; and
(d) in the event of a conflict with the definition of terms in the Indenture, the definitions in this Supplemental Indenture No. 12 shall control.
ARTICLE TWO
GUARANTOR SUBSIDIARIES
SECTION 2.1 Subsidiaries Guarantees. Effective as of the date hereof, each of the Guarantors hereby fully and unconditionally Guarantee the Company’s Obligations under the Indenture and under any Securities of any Series issued under the Indenture in accordance with Article XI of the Indenture.
2
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 Supplemental Indentures 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 Supplemental Indentures and this Supplemental Indenture No. 12, 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 No. 12.
SECTION 3.3 Counterparts. This Supplemental Indenture No. 12 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.
SECTION 3.4 Governing Law. THIS SUPPLEMENTAL INDENTURE NO. 12 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.
[remainder of page intentionally left blank]
3
[Supplemental Indenture No. 12 Signature Page - Page 1 of 6]
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture No. 12 to be duly executed as of the day and year first above written.
| CONSOL ENERGY INC. | ||
| By: | /s/ Xxxx X. Xxxxxx | |
| Name: | Xxxx X. Xxxxxx | |
| Title: | Vice President and Treasurer | |
[Supplemental Indenture No. 12 Signature Page - Page 2 of 6]
| GUARANTOR SUBSIDIARIES and GUARANTORS: | ||
| CNX LAND RESOURCES INC. | ||
| CNX MARINE TERMINALS INC. | ||
| CONRHEIN COAL COMPANY | ||
| CONSOL DOCKS INC. | ||
| CONSOL ENERGY SALES COMPANY | ||
| CONSOL OF CANADA INC. | ||
| CONSOL OF CENTRAL PENNSYLVANIA LLC | ||
| CONSOL OF KENTUCKY INC. | ||
| CONSOL OF OHIO LLC | ||
| CONSOL OF WV LLC | ||
| CONSOL OF WYOMING LLC | ||
| CONSOL PENNSYLVANIA COAL COMPANY LLC | ||
| XXXXXXXXXXX, INC. | ||
| MON RIVER TOWING, INC. | ||
| RESERVE COAL PROPERTIES COMPANY | ||
| ROCHESTER & PITTSBURGH COAL COMPANY | ||
| WOLFPEN KNOB DEVELOPMENT COMPANY | ||
| AMVEST COAL & RAIL, L.L.C. | ||
| AMVEST COAL SALES, INC. | ||
| AMVEST CORPORATION | ||
| AMVEST GAS RESOURCES, INC. | ||
| AMVEST MINERAL SERVICES, INC. | ||
| AMVEST MINERALS COMPANY, L.L.C. | ||
| AMVEST OIL & GAS, INC. | ||
| GLAMORGAN COAL COMPANY, L.L.C. | ||
| MTB INC. | ||
| XXXXXX CREEK MINERAL SERVICES, INC. | ||
| TERRA FIRMA COMPANY | ||
| XXXXX EAGLE COAL COMPANY, L.L.C. | ||
| XXXXXXX RAILROAD COMPANY | ||
| By: | /s/ Xxxx X. Xxxxxx | |
| Xxxx X. Xxxxxx, Treasurer of each Guarantor Subsidiary listed above on behalf of each such Guarantor Subsidiary | ||
[Supplemental Indenture No. 12 Signature Page - Page 3 of 6]
| CENTRAL OHIO COAL COMPANY | ||
| CONSOLIDATION COAL COMPANY | ||
| EIGHTY-FOUR MINING COMPANY | ||
| HELVETIA COAL COMPANY | ||
| ISLAND CREEK COAL COMPANY | ||
| KEYSTONE COAL MINING CORPORATION | ||
| LAUREL RUN MINING COMPANY | ||
| XxXXXXX COAL COMPANY | ||
| SOUTHERN OHIO COAL COMPANY | ||
| TWIN RIVERS TOWING COMPANY | ||
| WINDSOR COAL COMPANY | ||
| By: | /s/ Xxxxxx X. Xxxxxxxx | |
| Xxxxxx X. Xxxxxxxx, Treasurer of each Guarantor Subsidiary listed above on behalf of each such Guarantor Subsidiary | ||
[Supplemental Indenture No. 12 Signature Page - Page 4 of 6]
| AMVEST WEST VIRGINIA COAL, L.L.C. | ||
| By: | /s/ X. Xxxxx Xxxxxxx | |
| Name: | X. Xxxxx Xxxxxxx | |
| Title: | Vice President – Administration, Secretary & Treasurer | |
| XXXXXXX-XXXX LAND & MINERAL, INC. LITTLE EAGLE COAL COMPANY, L.L.C. XXXXXXXX-XXXX LAND & MINERAL, INC. XXXXXX COMPANY, L.L.C. TECPART CORPORATION | ||
| By: | /s/ X. Xxxxx Xxxxxxx | |
| Name: | X. Xxxxx Xxxxxxx | |
| Title: | Treasurer | |
| FOLA COAL COMPANY, L.L.C. | ||
| By: | /s/ Xxxxx X. Xxxxxxx | |
| Name: | Xxxxx X. Xxxxxxx | |
| Title: | Treasurer | |
| XXXXX EAGLE LIMITED PARTNERSHIP | ||
| By: | XXXXXX Company and TECPART Corporation, as General Partners | |
| By: | /s/ X. Xxxxx Xxxxxxx | |
| Name: | X. Xxxxx Xxxxxxx | |
| Title: | Treasurer | |
| CONSOL FINANCIAL INC. | ||
| By: | /s/ Xxxxxx X. Xxxxxxx | |
| Name: | Xxxxxx X. Xxxxxxx | |
| Title: | President and Treasurer | |
[Supplemental Indenture No. 12 Signature Page - Page 5 of 6]
| CNX GAS CORPORATION | ||||
| By: | /s/ Xxxxxxx X. Xxxxxxx | |||
| Name: | Xxxxxxx X. Xxxxxxx | |||
| Title: | Executive Vice President, General Counsel and Corporate Secretary | |||
| CNX GAS COMPANY LLC | ||||
| By: | /s/ Xxxxxxx X. Xxxxxxx | |||
| Name: | Xxxxxxx X. Xxxxxxx | |||
| Title: | President | |||
| CARDINAL STATES GATHERING COMPANY | ||||
| By: | CNX Gas Company LLC, as Partnership Manager | |||
| By: | /s/ Xxxxxxx X. Xxxxxxx | |||
| Name: | Xxxxxxx X. Xxxxxxx | |||
| Title: | President | |||
| MOB CORPORATION | ||||
| By: | /s/ Xxxx X. Xxxxxxx | |||
| Name: | Xxxx X. Xxxxxxx | |||
| Title: | Secretary and Treasurer | |||
| XXXX ENERGY, LLC | ||||
| By: | /s/ Xxxxxxx X. Xxxxxx | |||
| Name: | Xxxxxxx X. Xxxxxx | |||
| Title: | Chief Manager | |||
| COALFIELD PIPELINE COMPANY | ||||
| By: | /s/ Xxxxxxx X. Xxxxxx | |||
| Name: | Xxxxxxx X. Xxxxxx | |||
| Title: | President | |||
[Supplemental Indenture No. 12 Signature Page - Page 6 of 6]
| TRUSTEE: | ||
| THE BANK OF NOVA SCOTIA TRUST COMPANY OF NEW YORK, as Trustee | ||
| By: | /s/ Xxxxxx Xxxxxxx | |
| Name: | Xxxxxx Xxxxxxx | |
| Title: | Vice President | |
SCHEDULE I
GUARANTOR SUBSIDIARIES AND GUARANTORS:
AMVEST Coal & Rail, L.L.C.
(Virginia limited liability company)
AMVEST Coal Sales, Inc.
(Virginia corporation)
AMVEST Corporation
(Virginia corporation)
AMVEST Gas Resources, Inc.
(Virginia corporation)
AMVEST Mineral Services, Inc.
(Virginia corporation)
AMVEST Minerals Company, L.L.C.
(Virginia limited liability company)
AMVEST Oil & Gas, Inc.
(Virginia corporation)
AMVEST West Virginia Coal, L.L.C.
(West Virginia limited liability company)
Xxxxxxx-Xxxx Land & Mineral, Inc.
(West Virginia corporation)
Cardinal States Gathering Company
(Virginia general partnership)
Central Ohio Coal Company
(Ohio corporation)
CNX Gas Corporation
(Delaware corporation)
CNX Gas Company LLC
(Virginia limited liability company)
CNX Land Resources Inc.
(Delaware corporation)
CNX Marine Terminals Inc.
(Delaware corporation)
Coalfield Pipeline Company
(Tennessee corporation)
Conrhein Coal Company
(Pennsylvania general partnership)
Consol Docks Inc.
(Delaware corporation)
CONSOL Financial Inc.
(Delaware corporation)
CONSOL of Canada Inc.
(Delaware corporation)
CONSOL of Central Pennsylvania LLC
(Pennsylvania limited liability company)
CONSOL of Kentucky Inc.
(Delaware corporation)
CONSOL of Ohio LLC
(Ohio limited liability company)
CONSOL of WV LLC
(West Virginia limited liability company)
CONSOL of Wyoming LLC
(Delaware limited liability company)
CONSOL Pennsylvania Coal Company LLC
(Delaware limited liability company)
CONSOL Energy Sales Company
(Delaware corporation)
Consolidation Coal Company
(Delaware corporation)
Eighty-Four Mining Company
(Pennsylvania corporation)
Fola Coal Company, L.L.C.
(West Virginia limited liability company)
Glamorgan Coal Company, L.L.C.
(Virginia limited liability company)
Helvetia Coal Company
(Pennsylvania corporation)
Island Creek Coal Company
(Delaware corporation)
Keystone Coal Mining Corporation
(Pennsylvania corporation)
Xxxx Energy, LLC
(Tennessee limited liability company)
Laurel Run Mining Company
(Virginia corporation)
Xxxxxxxxxxx, Inc.
(Pennsylvania corporation)
Little Eagle Coal Company, L.L.C.
(West Virginia limited liability company)
XxXXXXX COAL COMPANY
(Delaware corporation)
MOB Corporation
(Pennsylvania corporation)
Mon River Towing, Inc.
(Pennsylvania corporation)
MTB Inc.
(Delaware corporation)
Xxxxxxxx-Xxxx Land & Mineral, Inc.
(Virginia corporation)
Xxxxxx Creek Mineral Services, Inc.
(Virginia Corporation)
Reserve Coal Properties Company
(Delaware corporation)
Rochester & Pittsburgh Coal Company
(Pennsylvania corporation)
Southern Ohio Coal Company
(West Virginia corporation)
XXXXXX Company, L.L.C.
(Virginia limited liability company)
TECPART Corporation
(Virginia corporation)
Terra Firma Company
(West Virginia corporation)
Xxxxx Eagle Coal Company, L.L.C.
(West Virginia limited liability company)
Xxxxx Eagle Limited Partnership
(West Virginia limited partnership)
Twin Rivers Towing Company
(Delaware corporation)
Xxxxxxx Railroad Company
(West Virginia corporation)
Windsor Coal Company
(West Virginia corporation)
Wolfpen Knob Development Company
(Virginia corporation)
