|
Exhibit
4.12
CONSOL ENERGY
INC.
SUPPLEMENTAL INDENTURE NO.
10
$250,000,000
7.875% Notes due
2012
THIS SUPPLEMENTAL INDENTURE
NO. 10, dated as of November 12, 2007 (this “Supplemental
Indenture No. 10”), 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, Supplemental Indenture No. 7
dated as of March 12, 2007, a Supplemental Indenture
No. 8 dated as of May 7, 2007, and a Supplemental
Indenture No. 9 dated as of September 6, 2007 (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 October 31,
2007, certain subsidiaries of the Company, being Tri-River Fleeting
Harbor Services, Inc. and Tri-River Marine, Inc., each a
Pennsylvania corporation, entered into a Guarantor Joinder and
Assumption Agreement pursuant to the Amended and Restated Credit
Agreement, dated as of June 27, 2007, by and among the Company
and a group of commercial lenders (collectively the “Credit
Agreement”) 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 the Credit Agreement, the Subsidiaries would
become a 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. 10, 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. 10 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. 10 constitutes
an integral part of the Indenture.
SECTION 1.2 Rules of
Construction . For all purposes of this Supplemental Indenture
No. 10:
(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. 10;
(c) the terms
“herein,” “hereof,” “hereunder”
and other words of similar import refer to this Supplemental
Indenture No. 10; and
(d) in the event of a
conflict with the definition of terms in the Indenture, the
definitions in this Supplemental Indenture No. 10 shall
control.
ARTICLE TWO
GUARANTOR
SUBSIDIARIES
SECTION 2.1 Subsidiaries
Guarantees . Effective as of the date hereof, each of the
Subsidiaries 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 2.2 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.
2
ARTICLE
THREE
MISCELLANEOUS
PROVISIONS
SECTION 3.1
Ratification . The Indenture, as supplemented and amended by
the Supplemental Indentures and this Supplemental Indenture
No. 10, 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. 10.
SECTION 3.3
Counterparts . This Supplemental Indenture No. 10 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. 10 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
| 
