Exhibit 4.5
CONSOL ENERGY INC.
SUPPLEMENTAL INDENTURE NO. 14
$250,000,000
7.875% Notes due 2012
THIS SUPPLEMENTAL INDENTURE No. 14, dated as of April 30, 2010 (this “Supplemental Indenture No. 14”), by and among CONSOL ENERGY INC., a Delaware corporation (the “Company”), the Guarantors listed onSchedule 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, a Supplemental Indenture No. 11 dated as of June 3, 2008, a Supplemental Indenture No. 12 dated as of July 28, 2008, and a Supplemental Indenture No. 13 dated as of March 22, 2010 (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 April 30 2010,CONSOL Gas Company(formerly known as Dominion Exploration & Production, Inc.), a Delaware corporation and indirect subsidiary of the Corporation,CONSOL Gas Coalbed Methane Inc.(formerly known as Dominion Coalbed Methane, Inc.), a Delaware corporation and indirect subsidiary of the Corporation,CONSOL Gas Reserves Inc. (formerly known as Dominion Reserves, Inc.), a Virginia corporation and indirect subsidiary of the Corporation,CONSOL Gas Appalachian Development Properties LLC (formerly known as Dominion Appalachian Development Properties, LLC), a Virginia limited liability company and indirect subsidiary of the Corporation, and CONSOL Gas Appalachian Development LLC (formerly known as Dominion Appalachian Development, LLC), a Virginia limited liability company and indirect subsidiary of the Corporation (each a “Subsidiary” and
collectively, the “Subsidiaries”), entered into a Supplemental Indenture, dated as of April 30, 2010, by and among the Company, the Existing Subsidiary Guarantors named therein and The Bank of Nova Scotia Trust Company of New York, as trustee, relating to the 8.00% Senior Notes Due 2017, under which the Subsidiaries will guarantee Indebtedness (as defined in the Indenture) and a Supplemental Indenture, dated as of April 30, 2010, by and among the Company, the Existing Subsidiary Guarantors named therein and The Bank of Nova Scotia Trust Company of New York, as trustee, relating to the 8.25% Senior Notes Due 2020, under which the Subsidiaries will guarantee Indebtedness (as defined in the Indenture);
WHEREAS, pursuant to Section 4.07 of the Indenture, upon the guarantee of Indebtedness under each of the Supplemental Indentures dated April 30, 2010 relating to the 8.00% Senior Notes Due 2017 and the 8.25% Senior Notes Due 2020, 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. 14, 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. 14 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 1.1Relation to Indenture. This Supplemental Indenture No. 14 constitutes an integral part of the Indenture.
SECTION 1.2Rules of Construction. For all purposes of this Supplemental Indenture No. 14:
(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. 14;
2
(c) the terms “herein,” “hereof,” “hereunder” and other words of similar import refer to this Supplemental Indenture No. 14; and
(d) in the event of a conflict with the definition of terms in the Indenture, the definitions in this Supplemental Indenture No. 14 shall control.
ARTICLE TWO
GUARANTOR SUBSIDIARIES
SECTION 2.1Subsidiaries 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.
SECTION 2.2Guarantor Subsidiaries and Guarantors. Effective as of the date hereof, (i) the Guarantor Subsidiaries listed onSchedule I of the Indenture shall be as set forth onSchedule I attached hereto and (ii) the “Guarantors” as defined in the Supplemental Indentures shall mean those subsidiaries of the Company listed onSchedule I attached hereto.
ARTICLE THREE
MISCELLANEOUS PROVISIONS
SECTION 3.1Ratification. The Indenture, as supplemented and amended by the Supplemental Indentures and this Supplemental Indenture No. 14, is in all respects hereby adopted, ratified and confirmed.
SECTION 3.2Trustee 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. 14.
SECTION 3.3Counterparts. This Supplemental Indenture No. 14 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 3.4Governing Law. THIS SUPPLEMENTAL INDENTURE NO. 14 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. 14 Signature Page - Page 1 of 7]
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture No. 14 to be duly executed as of the day and year first above written.
CONSOL ENERGY INC. | ||||
| By: | /s/ John M. Reilly | |||
| Name: | John M. Reilly | |||
| Title: | Vice President and Treasurer | |||
| Date: | May 3, 2010 | |||
[Supplemental Indenture No. 14 Signature Page - Page 2 of 7]
| GUARANTOR SUBSIDIARIES and GUARANTORS: |
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. |
AMVEST WEST VIRGINIA COAL, L.L.C. |
BRAXTON-CLAY LAND & MINERAL, INC. |
CNX GAS COMPANY LLC |
CNX LAND RESOURCES INC. |
CNX MARINE TERMINALS INC. |
CONSOL ENERGY HOLDINGS LLC VI |
CONSOL ENERGY HOLDINGS LLC XVI |
CONSOL ENERGY SALES COMPANY |
CONSOL GAS APPALACHIAN DEVELOPMENT LLC |
CONSOL GAS APPALACHIAN DEVELOPMENT PROPERTIES LLC |
CONSOL GAS COALBED METHANE INC. |
CONSOL GAS COMPANY |
CONSOL GAS RESERVES INC. |
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 |
FOLA COAL COMPANY, L.L.C. |
GLAMORGAN COAL COMPANY, L.L.C. |
LEATHERWOOD, INC. |
LITTLE EAGLE COAL COMPANY, L.L.C. |
[Supplemental Indenture No. 14 Signature Page - Page 3 of 7]
MON RIVER TOWING, INC. | ||||
MTB INC. | ||||
NICHOLAS-CLAY LAND & MINERAL, INC. | ||||
PETERS CREEK MINERAL SERVICES, INC. | ||||
RESERVE COAL PROPERTIES COMPANY | ||||
ROCHESTER & PITTSBURGH COAL COMPANY | ||||
TEAGLE COMPANY, L.L.C. | ||||
TECPART CORPORATION | ||||
TERRA FIRMA COMPANY | ||||
TERRY EAGLE COAL COMPANY, L.L.C. | ||||
VAUGHAN RAILROAD COMPANY | ||||
WOLFPEN KNOB DEVELOPMENT COMPANY | ||||
| By: | /s/ John M. Reilly | |||
| John M. Reilly, Treasurer of each Guarantor listed above on behalf of each such Guarantor | ||||
| Date: | May 3, 2010 | |||
TERRY EAGLE LIMITED PARTNERSHIP | ||||
| By: | TECPART Corporation, a general partner | |||
| By: | /s/ John M. Reilly | |||
| Name: | John M. Reilly | |||
| Title: | Treasurer | |||
| Date: | May 3, 2010 | |||
| By: | TEAGLE Company, L.L.C., a general partner | |||
[Supplemental Indenture No. 14 Signature Page - Page 4 of 7]
| By: | /s/ John M. Reilly | |||
| Name: | John M. Reilly | |||
| Title: | Treasurer | |||
| Date: May 3, 2010 | ||||
CNX GAS CORPORATION | ||||
| By: | /s/ John M. Reilly | |||
| Name: | John M. Reilly | |||
| Title: | Vice President, Treasurer and Assistant Secretary | |||
| Date: | May 3, 2010 | |||
| CARDINAL STATES GATHERING COMPANY | ||||
| By: | CNX Gas Company LLC, as Partnership Manager | |||
| By: | /s/ John M. Reilly | |||
| Name: | John M. Reilly | |||
| Title: | Treasurer | |||
| Date: | May 3, 2010 | |||
CENTRAL OHIO COAL COMPANY | ||||
CONSOLIDATION COAL COMPANY | ||||
EIGHTY-FOUR MINING COMPANY | ||||
[Supplemental Indenture No. 14 Signature Page - Page 5 of 7]
HELVETIA COAL COMPANY | ||||
ISLAND CREEK COAL COMPANY | ||||
KEYSTONE COAL MINING CORPORATION | ||||
LAUREL RUN MINING COMPANY | ||||
McELROY COAL COMPANY | ||||
SOUTHERN OHIO COAL COMPANY | ||||
TWIN RIVERS TOWING COMPANY | ||||
WINDSOR COAL COMPANY | ||||
| By: | /s/ Daniel S. Cangilla | |||
| Daniel S. Cangilla, Treasurer of each Guarantor Subsidiary listed above on behalf of each such Guarantor Subsidiary | ||||
| Date: | May 3, 2010 | |||
CONSOL FINANCIAL INC. | ||||
| By: | /s/ Christopher C. Jones | |||
| Name: | Christopher C. Jones | |||
| Title: | Vice President and Secretary | |||
| Date: | May 3, 2010 | |||
CONRHEIN COAL COMPANY | ||||
| By: | CONSOLIDATION COAL COMPANY, a general partner | |||
| By: | /s/ Daniel S. Cangilla | |||
| Name: | Daniel S. Cangilla | |||
| Title: | Treasurer | |||
| Date: | May 3, 2010 | |||
[Supplemental Indenture No. 14 Signature Page - Page 6 of 7]
MOB CORPORATION | ||
| By: | /s/ Stephen W. Johnson | |
| Name: | Stephen W. Johnson | |
| Title: | Secretary | |
| Date: | May 3, 2010 | |
KNOX ENERGY, LLC | ||
| By: | /s/ Stephen W. Johnson | |
| Name: | Stephen W. Johnson | |
| Title: | Secretary | |
| Date: | May 3, 2010 | |
COALFIELD PIPELINE COMPANY | ||
| By: | /s/ Stephen W. Johnson | |
| Name: | Stephen W. Johnson | |
| Title: | Secretary | |
| Date: | May 3, 2010 | |
[Supplemental Indenture No. 14 Signature Page - Page 7 of 7]
| TRUSTEE: | ||||
| THE BANK OF NOVA SCOTIA TRUST COMPANY OF NEW YORK, as Trustee | ||||
| By: | /s/ Warren Goshin | |||
| Name: | Warren Goshine | |||
| 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)
Braxton-Clay 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 Energy Holdings LLC VI
(Delaware limited liability company)
CONSOL Energy Holdings LLC XVI
(Delaware limited liability company)
CONSOL Gas Appalachian Development LLC
(Virginia limited liability company)
CONSOL Gas Appalachian Development Properties LLC
(Delaware corporation)
CONSOL Gas Coalbed Methane Inc.
(Delaware corporation)
CONSOL Gas Company
(Delaware corporation)
CONSOL Gas Reserves Inc.
(Virginia corporation)
CONSOL Energy Sales Company
(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)
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)
Knox Energy, LLC
(Tennessee limited liability company)
Laurel Run Mining Company
(Virginia corporation)
Leatherwood, Inc.
(Pennsylvania corporation)
Little Eagle Coal Company, L.L.C.
(West Virginia limited liability company)
McElroy Coal Company
(Delaware corporation)
MOB Corporation
(Pennsylvania corporation)
Mon River Towing, Inc.
(Pennsylvania corporation)
MTB Inc.
(Delaware corporation)
Nicholas-Clay Land & Mineral, Inc.
(Virginia corporation)
Peters 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)
TEAGLE Company, L.L.C.
(Virginia limited liability company)
TECPART Corporation
(Virginia corporation)
Terra Firma Company
(West Virginia corporation)
Terry Eagle Coal Company, L.L.C.
(West Virginia limited liability company)
Terry Eagle Limited Partnership
(West Virginia limited partnership)
Twin Rivers Towing Company
(Delaware corporation)
Vaughan Railroad Company
(West Virginia corporation)
Windsor Coal Company
(West Virginia corporation)
Wolfpen Knob Development Company
(Virginia corporation)