Exhibit 4.14
CONSOL ENERGY INC.
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 Knox 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
