UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): August 24, 2011
CONSOL Energy Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-14901 | 51-0337383 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
CNX Center
1000 CONSOL Energy Drive
Canonsburg, Pennsylvania 15317
(Address of principal executive offices)
(Zip code)
Registrant’s telephone number, including area code:
(724) 485-4000
Not applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 1.01 | Entry into a Material Definitive Agreement. |
On August 24, 2011, CONSOL Energy Inc. (the “Company”) and certain of its subsidiaries (the “Subsidiary Guarantors”) entered into (i) the Supplemental Indenture No. 3 among the Company, the Subsidiary Guarantors signatory thereto and The Bank of Nova Scotia Trust Company of New York, as trustee (the “Trustee”), to the Indenture, dated as of April 1, 2010, by and among the Company, the Subsidiary Guarantors signatory thereto and the Trustee (as amended and supplemented, the “2017 Indenture”), relating to the Company’s 8.00% Senior Notes due 2017; (ii) Supplemental Indenture No. 3 among the Company, the Subsidiary Guarantors signatory thereto and the Trustee to the Indenture, dated as of April 1, 2010, by and among the Company, the Subsidiary Guarantors signatory thereto and the Trustee (as amended and supplemented, the “2020 Indenture”), relating to the Company’s 8.250% Senior Notes due 2020; and (iii) Supplemental Indenture No. 1 among the Company, the Subsidiary Guarantors signatory thereto and the Trustee to the Indenture, dated as of March 9, 2011, by and among the Company, the Subsidiary Guarantors signatory thereto and the Trustee (the “2021 Indenture”), relating to the Company’s 6.375% Senior Notes due 2021. The 2017 Indenture, the 2020 Indenture and the 2021 Indenture are hereinafter referred to collectively as the “Indentures” and the Supplemental Indenture No. 3 to the 2017 Indenture, the Supplemental Indenture No. 3 to the 2020 Indenture and the Supplemental Indenture No. 1 to the 2021 Indenture are hereinafter referred to collectively as the “Supplemental Indentures.” All capitalized terms used herein but not defined herein have the meaning ascribed to them in the Indentures.
The purpose of each of the Supplemental Indentures is to modify and clarify the definition of “Asset Dispositions” included in Section 1.01 of each of the Indentures.
The description set forth above is not complete and is subject to and qualified in its entirety by reference to the complete text of the Supplemental Indentures, copies of which are filed herewith as exhibits to this Current Report on Form 8-K, and the terms of which are incorporated by reference.
| Item 8.01 | Other Events. |
On August 24, 2011, the Company issued a press release announcing the results of the previously announced consent solicitation with respect to the 2017 Notes, the 2020 Notes and the 2021 Notes. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits |
| Exhibit |
Description of Exhibit | |
| Exhibit 4.1 | Supplemental Indenture No. 3 dated as of August 24, 2011 to Indenture dated as of April 1, 2010 among CONSOL Energy Inc., certain subsidiaries of CONSOL Energy Inc. and The Bank of Nova Scotia Trust Company of New York, as trustee, with respect to the 8.00% Senior Notes due 2017. | |
| Exhibit 4.2 | Supplemental Indenture No. 3 dated as of August 24, 2011 to Indenture dated as of April 1, 2010 among CONSOL Energy Inc., certain subsidiaries of CONSOL Energy Inc. and The Bank of Nova Scotia Trust Company of New York, as trustee, with respect to the 8.250% Senior Notes due 2020. | |
| Exhibit 4.3 | Supplemental Indenture No. 1 dated as of August 24, 2011 to Indenture dated as of March 9, 2011 among CONSOL Energy Inc., certain subsidiaries of CONSOL Energy Inc. and The Bank of Nova Scotia Trust Company of New York, as trustee, with respect to the 6.375% Senior Notes due 2021. | |
| Exhibit 99.1 | Press Release of CONSOL Energy Inc. dated August 24, 2011. | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| CONSOL ENERGY INC. | ||
| By: | /s/ P. Jerome Richey | |
| P. Jerome Richey | ||
| Executive Vice President - Corporate Affairs and Chief Legal Officer | ||
Dated: August 29, 2011
Exhibit 4.1
Execution Version
SUPPLEMENTAL INDENTURE NO. 3
This SUPPLEMENTAL INDENTURE NO. 3 (this “Supplemental Indenture”), dated as of August 24, 2011, is by and among CONSOL ENERGY INC., a Delaware corporation (the “Company”), certain of the Company’s subsidiaries signatory hereto (each, a “Subsidiary Guarantor” and, collectively, the “Subsidiary Guarantors”) and THE BANK OF NOVA SCOTIA TRUST COMPANY OF NEW YORK, as trustee under the indenture referred to below (the “Trustee”).
WITNESSETH:
WHEREAS, the Company, the Trustee and the Subsidiary Guarantors have executed an Indenture dated as of April 1, 2010, as amended (the “Indenture”), between the Company, the Subsidiary Guarantors listed on Schedule I thereto and the Trustee providing for the issuance of 8.000% Senior Notes due April 1, 2017 (the “Securities”);
WHEREAS, the Company desires to execute and deliver this Supplemental Indenture to clarify in clause (iii) of the definition of “Asset Disposition” that “ordinary course of business” transactions include, for the avoidance of doubt, transfers to facilitate the exploration, development and production of oil and gas properties through joint operating agreements and similar arrangements which are customary in the industry (the “Proposed Amendment”);
WHEREAS, the Board of Directors of the Company has determined that it is in the best interest of the Company to make the Proposed Amendment;
WHEREAS, Section 9.02 of the Indenture provides that the Company, the Subsidiary Guarantors and the Trustee may amend the Indenture with the written consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Securities (the “Required Consent”);
WHEREAS, the Company has obtained the Required Consent pursuant to the Consent Solicitation Statement, dated August 18th, 2011 (as amended, supplemented or otherwise modified from time to time, the “Consent Solicitation Statement”) to the Proposed Amendment upon the terms and subject to the conditions set forth therein; and
WHEREAS, pursuant to Section 9.02 of the Indenture, having received the Required Consent, the Company, the Subsidiary Guarantors and the Trustee are authorized to execute and deliver this Supplemental Indenture.
NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Company, the Subsidiary Guarantors and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Securities as follows:
1. Definitions. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.
2. Effective Date; Operative Date. This Supplemental Indenture shall become effective upon the execution and delivery hereof by the Company, the Subsidiary Guarantors and the Trustee. The terms hereof shall become operative on the date (the “Operative Date”) the Company has paid the Consent Payment (as defined in the Consent Solicitation Statement) in accordance with and as contemplated by the Consent Solicitation Statement. This Supplemental Indenture will be void if not operative by September 30, 2011.
Execution Version
3. Amendment to Section 1.01 (Definitions). As of the Operative Date, Section 1.01 (Definitions) is hereby amended by inserting the following language at the end of clause (iii) of the first sentence of the definition of “Asset Disposition”: “, which “ordinary course of business” includes, for the avoidance of doubt, transfers to facilitate the exploration, development and production of oil and gas properties through operating agreements and similar arrangements which are customary in the industry.”
4. Ratification of Indenture; Supplemental Indentures Part of Indenture. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of Securities heretofore or hereafter authenticated and delivered shall be bound hereby.
5. Conflict with Trust Indenture Act. If any provision of this Supplemental Indenture limits, qualifies or conflicts with any provision of the TIA that is required under the TIA to be part of and govern any provision of this Supplemental Indenture, the provision of the TIA shall control. If any provision of this Supplemental Indenture modifies or excludes any provision of the TIA that may be so modified or excluded, the provision of the TIA shall be deemed to apply to the Indenture as so modified or to be excluded by this Supplemental Indenture, as the case may be.
6. Successors. All agreements of the Company in this Supplemental Indenture shall bind its successors. All agreements of the Trustee in this Supplemental Indenture shall bind its successors. All agreements of each Subsidiary Guarantor in this Supplemental Indenture shall bind its successors.
7. Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
8. Trustee Makes No Representation. The Trustee makes no representation as to the validity or sufficiency of this Supplemental Indenture.
9. Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.
10. Effect of Headings. The Section headings herein are for convenience only and shall not effect the construction thereof.
Execution Version
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture No. 3 to be duly executed as of the date first above written.
| CONSOL ENERGY INC. | ||
| By: | /s/ Stephen W. Johnson | |
| Name: Stephen W. Johnson | ||
| Title: Senior Vice President and General Counsel | ||
| The Guarantors identified on Schedule I hereto, as Guarantors | ||
| By: | /s/ Stephen W. Johnson | |
| Name: Stephen W. Johnson | ||
| as Authorized Signatory for each of the Guarantors listed on Schedule I hereto | ||
| THE BANK OF NOVA SCOTIA TRUST COMPANY OF NEW YORK, as Trustee, | ||
| By: | /s/ Warren A. Goshine | |
| Name: Warren A. Goshine | ||
| Title: Vice President | ||
Execution Version
Schedule I
Subsidiary 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.
Cardinal States Gathering Company
Central Ohio Coal Company
CNX Gas Company LLC
CNX Gas Corporation
CNX Land Resources Inc.
CNX Marine Terminals Inc.
Coalfield Pipeline Company
Conrhein Coal Company (by Consolidation Coal Company and MTB Inc., its partners)
CONSOL Energy Holdings LLC VI
CONSOL Energy Sales Company
CONSOL Financial Inc.
CONSOL of Canada Inc.
CONSOL of Central Pennsylvania LLC
CONSOL of Kentucky Inc.
CONSOL of Ohio LLC
CNX Water Assets LLC (f/k/a CONSOL of WV LLC)
CONSOL of Wyoming LLC
Consol Pennsylvania Coal Company LLC
Consolidation Coal Company
Eighty-Four Mining Company
Fola Coal Company, L.L.C.
Glamorgan Coal Company, L.L.C.
Helvetia Coal Company
Island Creek Coal Company
Keystone Coal Mining Corporation
Knox Energy, LLC
Laurel Run Mining Company
Leatherwood, Inc.
Little Eagle Coal Company, L.L.C.
McElroy Coal Company
MOB Corporation
Mon River Towing, Inc.
MTB Inc.
Nicholas-Clay Land & Mineral, Inc.
Peters Creek Mineral Services, Inc.
Reserve Coal Properties Company
Rochester & Pittsburgh Coal Company
Southern Ohio Coal Company
TEAGLE Company, L.L.C.
TECPART Corporation
Terra Firma Company
Terry Eagle Coal Company, L.L.C.
Terry Eagle Limited Partnership (by TEAGLE Company, L.L.C. and TECPART Corporation, its general partners)
Twin Rivers Towing Company
Vaughan Railroad Company
Windsor Coal Company
Wolfpen Knob Development Company
Exhibit 4.2
Execution Version
SUPPLEMENTAL INDENTURE NO. 3
This SUPPLEMENTAL INDENTURE NO. 3 (this “Supplemental Indenture”), dated as of August 24, 2011, is by and among CONSOL ENERGY INC., a Delaware corporation (the “Company”), certain of the Company’s subsidiaries signatory hereto (each, a “Subsidiary Guarantor” and, collectively, the “Subsidiary Guarantors”) and THE BANK OF NOVA SCOTIA TRUST COMPANY OF NEW YORK, as trustee under the indenture referred to below (the “Trustee”).
WITNESSETH:
WHEREAS, the Company, the Trustee and the Subsidiary Guarantors have executed an Indenture dated as of April 1, 2010, as amended (the “Indenture”), between the Company, the Subsidiary Guarantors listed on Schedule I thereto and the Trustee, providing for the issuance of 8.250% Senior Notes due April 1, 2020 (the “Securities”);
WHEREAS, the Company desires to execute and deliver this Supplemental Indenture to clarify in clause (iii) of the definition of “Asset Disposition” that “ordinary course of business” transactions include, for the avoidance of doubt, transfers to facilitate the exploration, development and production of oil and gas properties through joint operating agreements and similar arrangements which are customary in the industry (the “Proposed Amendment”);
WHEREAS, the Board of Directors of the Company has determined that it is in the best interest of the Company to make the Proposed Amendment;
WHEREAS, Section 9.02 of the Indenture provides that the Company, the Subsidiary Guarantors and the Trustee may amend the Indenture with the written consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Securities (the “Required Consent”);
WHEREAS, the Company has obtained the Required Consent pursuant to the Consent Solicitation Statement, dated August 18th, 2011 (as amended, supplemented or otherwise modified from time to time, the “Consent Solicitation Statement”) to the Proposed Amendment upon the terms and subject to the conditions set forth therein; and
WHEREAS, pursuant to Section 9.02 of the Indenture, having received the Required Consent, the Company, the Subsidiary Guarantors and the Trustee are authorized to execute and deliver this Supplemental Indenture.
NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Company, the Subsidiary Guarantors and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Securities as follows:
1. Definitions. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.
2. Effective Date; Operative Date. This Supplemental Indenture shall become effective upon the execution and delivery hereof by the Company, the Subsidiary Guarantors and the Trustee. The terms hereof shall become operative on the date (the “Operative Date”) the Company has paid the Consent Payment (as defined in the Consent Solicitation Statement) in accordance with and as contemplated by the Consent Solicitation Statement. This Supplemental Indenture will be void if not operative by September 30, 2011.
Execution Version
3. Amendment to Section 1.01 (Definitions). As of the Operative Date, Section 1.01 (Definitions) is hereby amended by inserting the following language at the end of clause (iii) of the first sentence of the definition of “Asset Disposition”: “, which “ordinary course of business” includes, for the avoidance of doubt, transfers to facilitate the exploration, development and production of oil and gas properties through operating agreements and similar arrangements which are customary in the industry.”
4. Ratification of Indenture; Supplemental Indentures Part of Indenture. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of Securities heretofore or hereafter authenticated and delivered shall be bound hereby.
5. Conflict with Trust Indenture Act. If any provision of this Supplemental Indenture limits, qualifies or conflicts with any provision of the TIA that is required under the TIA to be part of and govern any provision of this Supplemental Indenture, the provision of the TIA shall control. If any provision of this Supplemental Indenture modifies or excludes any provision of the TIA that may be so modified or excluded, the provision of the TIA shall be deemed to apply to the Indenture as so modified or to be excluded by this Supplemental Indenture, as the case may be.
6. Successors. All agreements of the Company in this Supplemental Indenture shall bind its successors. All agreements of the Trustee in this Supplemental Indenture shall bind its successors. All agreements of each Subsidiary Guarantor in this Supplemental Indenture shall bind its successors.
7. Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
8. Trustee Makes No Representation. The Trustee makes no representation as to the validity or sufficiency of this Supplemental Indenture.
9. Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.
10. Effect of Headings. The Section headings herein are for convenience only and shall not effect the construction thereof.
Execution Version
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture No .3 to be duly executed as of the date first above written.
| CONSOL ENERGY INC. | ||||
| By: | /s/ Stephen W. Johnson | |||
| Name: Stephen W. Johnson | ||||
| Title: Senior Vice President and General Counsel | ||||
| The Guarantors identified on Schedule I hereto, as Guarantors | ||||
| By: | /s/ Stephen W. Johnson | |||
| Name: Stephen W. Johnson | ||||
| as Authorized Signatory for each of the Guarantors listed on Schedule I hereto | ||||
| THE BANK OF NOVA SCOTIA TRUST COMPANY OF NEW YORK, as Trustee, | ||||
| By: | /s/ Warren A. Goshine | |||
| Name: Warren A. Goshine | ||||
| Title: Vice President | ||||
Execution Version
Schedule I
Subsidiary 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.
Cardinal States Gathering Company
Central Ohio Coal Company
CNX Gas Company LLC
CNX Gas Corporation
CNX Land Resources Inc.
CNX Marine Terminals Inc.
Coalfield Pipeline Company
Conrhein Coal Company (by Consolidation Coal Company and MTB Inc., its partners)
CONSOL Energy Holdings LLC VI
CONSOL Energy Sales Company
CONSOL Financial Inc.
CONSOL of Canada Inc.
CONSOL of Central Pennsylvania LLC
CONSOL of Kentucky Inc.
CONSOL of Ohio LLC
CNX Water Assets LLC (f/k/a CONSOL of WV LLC)
CONSOL of Wyoming LLC
Consol Pennsylvania Coal Company LLC
Consolidation Coal Company
Eighty-Four Mining Company
Fola Coal Company, L.L.C.
Glamorgan Coal Company, L.L.C.
Helvetia Coal Company
Island Creek Coal Company
Keystone Coal Mining Corporation
Knox Energy, LLC
Laurel Run Mining Company
Leatherwood, Inc.
Little Eagle Coal Company, L.L.C.
McElroy Coal Company
MOB Corporation
Mon River Towing, Inc.
MTB Inc.
Nicholas-Clay Land & Mineral, Inc.
Peters Creek Mineral Services, Inc.
Reserve Coal Properties Company
Rochester & Pittsburgh Coal Company
Southern Ohio Coal Company
TEAGLE Company, L.L.C.
TECPART Corporation
Terra Firma Company
Terry Eagle Coal Company, L.L.C.
Terry Eagle Limited Partnership (by TEAGLE Company, L.L.C. and TECPART Corporation, its general partners)
Twin Rivers Towing Company
Vaughan Railroad Company
Windsor Coal Company
Wolfpen Knob Development Company
Exhibit 4.3
Execution Version
SUPPLEMENTAL INDENTURE NO. 1
This SUPPLEMENTAL INDENTURE NO. 1 (this “Supplemental Indenture”), dated as of August 24, 2011, is by and among CONSOL ENERGY INC., a Delaware corporation (the “Company”), certain of the Company’s subsidiaries signatory hereto (each, a “Subsidiary Guarantor” and, collectively, the “Subsidiary Guarantors”) and THE BANK OF NOVA SCOTIA TRUST COMPANY OF NEW YORK, as trustee under the indenture referred to below (the “Trustee”).
WITNESSETH:
WHEREAS, the Company, the Trustee and the Subsidiary Guarantors have executed an Indenture dated as of March 9, 2011 (the “Indenture”) between the Company, the Subsidiary Guarantors listed on Schedule I thereto and the Trustee, providing for the issuance of 6.375% Senior Notes Due 2021 (the “Securities”);
WHEREAS, the Company desires to execute and deliver this Supplemental Indenture to clarify in clause (iii) of the definition of “Asset Disposition” that “ordinary course of business” transactions include, for the avoidance of doubt, transfers to facilitate the exploration, development and production of oil and gas properties through joint operating agreements and similar arrangements which are customary in the industry (the “Proposed Amendment”);
WHEREAS, the Board of Directors of the Company has determined that it is in the best interest of the Company to make the Proposed Amendment;
WHEREAS, Section 9.02 of the Indenture provides that the Company, the Subsidiary Guarantors and the Trustee may amend the Indenture with the written consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Securities (the “Required Consent”);
WHEREAS, the Company has obtained the Required Consent pursuant to the Consent Solicitation Statement, dated August 18th, 2011 (as amended, supplemented or otherwise modified from time to time, the “Consent Solicitation Statement”) to the Proposed Amendment upon the terms and subject to the conditions set forth therein; and
WHEREAS, pursuant to Section 9.02 of the Indenture, having received the Required Consent, the Company, the Subsidiary Guarantors and the Trustee are authorized to execute and deliver this Supplemental Indenture.
NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Company, the Subsidiary Guarantors and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Securities as follows:
1. Definitions. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.
2. Effective Date; Operative Date. This Supplemental Indenture shall become effective upon the execution and delivery hereof by the Company, the Subsidiary Guarantors and the Trustee. The terms hereof shall become operative on the date (the “Operative Date”) the Company has paid the Consent Payment (as defined in the Consent Solicitation Statement) in accordance with and as contemplated by the Consent Solicitation Statement. This Supplemental Indenture will be void if not operative by September 30, 2011.
Execution Version
3. Amendment to Section 1.01 (Definitions). As of the Operative Date, Section 1.01 (Definitions) is hereby amended by inserting the following language at the end of clause (iii) of the first sentence of the definition of “Asset Disposition”: “, which “ordinary course of business” includes, for the avoidance of doubt, transfers to facilitate the exploration, development and production of oil and gas properties through operating agreements and similar arrangements which are customary in the industry.”
4. Ratification of Indenture; Supplemental Indentures Part of Indenture. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of Securities heretofore or hereafter authenticated and delivered shall be bound hereby.
5. Conflict with Trust Indenture Act. If any provision of this Supplemental Indenture limits, qualifies or conflicts with any provision of the TIA that is required under the TIA to be part of and govern any provision of this Supplemental Indenture, the provision of the TIA shall control. If any provision of this Supplemental Indenture modifies or excludes any provision of the TIA that may be so modified or excluded, the provision of the TIA shall be deemed to apply to the Indenture as so modified or to be excluded by this Supplemental Indenture, as the case may be.
6. Successors. All agreements of the Company in this Supplemental Indenture shall bind its successors. All agreements of the Trustee in this Supplemental Indenture shall bind its successors. All agreements of each Subsidiary Guarantor in this Supplemental Indenture shall bind its successors.
7. Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
8. Trustee Makes No Representation. The Trustee makes no representation as to the validity or sufficiency of this Supplemental Indenture.
9. Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.
10. Effect of Headings. The Section headings herein are for convenience only and shall not effect the construction thereof.
Execution Version
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture No. 1 to be duly executed as of the date first above written.
| CONSOL ENERGY INC. | ||||
| By: | /s/ Stephen W. Johnson | |||
| Name: Stephen W. Johnson | ||||
| Title: Senior Vice President and General Counsel | ||||
| The Guarantors identified on Schedule I hereto, as Guarantors | ||||
| By: | /s/ Stephen W. Johnson | |||
| Name: Stephen W. Johnson | ||||
| as Authorized Signatory for each of the Guarantors listed on Schedule I hereto | ||||
| THE BANK OF NOVA SCOTIA TRUST COMPANY OF NEW YORK, as Trustee, | ||||
| By: | /s/ Warren A. Goshine | |||
| Name: Warren A. Goshine | ||||
| Title: Vice President | ||||
Execution Version
Schedule I
Subsidiary 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.
Cardinal States Gathering Company
Central Ohio Coal Company
CNX Gas Company LLC
CNX Gas Corporation
CNX Land Resources Inc.
CNX Marine Terminals Inc.
Coalfield Pipeline Company
Conrhein Coal Company (by Consolidation Coal Company and MTB Inc., its partners)
CONSOL Energy Holdings LLC VI
CONSOL Energy Sales Company
CONSOL Financial Inc.
CONSOL of Canada Inc.
CONSOL of Central Pennsylvania LLC
CONSOL of Kentucky Inc.
CONSOL of Ohio LLC
CNX Water Assets LLC (f/k/a CONSOL of WV LLC)
CONSOL of Wyoming LLC
Consol Pennsylvania Coal Company LLC
Consolidation Coal Company
Eighty-Four Mining Company
Fola Coal Company, L.L.C.
Glamorgan Coal Company, L.L.C.
Helvetia Coal Company
Island Creek Coal Company
Keystone Coal Mining Corporation
Knox Energy, LLC
Laurel Run Mining Company
Leatherwood, Inc.
Little Eagle Coal Company, L.L.C.
McElroy Coal Company
MOB Corporation
Mon River Towing, Inc.
MTB Inc.
Nicholas-Clay Land & Mineral, Inc.
Peters Creek Mineral Services, Inc.
Reserve Coal Properties Company
Rochester & Pittsburgh Coal Company
Southern Ohio Coal Company
TEAGLE Company, L.L.C.
TECPART Corporation
Terra Firma Company
Terry Eagle Coal Company, L.L.C.
Terry Eagle Limited Partnership (by TEAGLE Company, L.L.C. and TECPART Corporation, its general partners)
Twin Rivers Towing Company
Vaughan Railroad Company
Windsor Coal Company
Wolfpen Knob Development Company
Exhibit 99.1
CONSOL Energy Announces Receipt of Requisite
Consents from Holders of All Three Series of Its Senior Notes
PITTSBURGH, Aug. 24, 2011 /PRNewswire/ — CONSOL Energy Inc. (“CONSOL”) (NYSE: CNX) announced today that it has received the requisite consents of the holders of a majority of aggregate principal amount of each of the three series of senior notes listed below (the “Notes”) in connection with its previously announced consent solicitations for the Notes.
| CUSIP Number |
Series of Notes |
Outstanding Principal Amount |
||||
| 20854PAD1 |
8.000% Senior Notes due 2017 | $ | 1,500,000,000 | |||
| 20854PAF6 |
8.250% Senior Notes due 2020 | $ | 1,250,000,000 | |||
| 20854PAG4/ U20892AC6 | 6.375% Senior Notes due 2021 | $ | 250,000,000 | |||
As a result of receiving such requisite consents, CONSOL, certain of its subsidiaries signatory thereto and The Bank of Nova Scotia Trust Company of New York, as trustee under the indentures governing the Notes, have executed the applicable supplemental indentures implementing the proposed amendment (the “Proposed Amendment”) contemplated by the consent solicitations (the “Supplemental Indenture”) today, August 24, 2011. As a result of the execution of the Supplemental Indentures, holders may no longer withdraw their consents to the Proposed Amendment. The consent solicitations will expire on August 25, 2011 and holders still have until expiration to consent and receive the applicable consent fee.
CONSOL expects to make payment of the applicable consent fee of $5.00 per every $1,000 principal amount of the Notes in respect of which consents were received on August 26, 2011. The record date for the consent solicitations is 5:00 p.m., New York City time, on August 17, 2011.
CONSOL has retained MacKenzie Partners, Inc. to serve as its information and tabulation agent for the consent solicitations. Requests for documents should be directed to MacKenzie Partners, Inc. at (800) 322-2885 (US toll-free) or (212) 929-5500 (collect). CONSOL has also retained BofA Merrill Lynch as solicitation agent for the Consent Solicitations. Questions concerning the terms of the Consent Solicitations should be directed to BofA Merrill Lynch, Debt Advisory Services, at (888) 292-0070 (US toll-free) or (980) 683-3215 (collect).
CONSOL Energy Inc., the leading diversified fuel producer in the Eastern U.S., is a member of the Standard & Poor’s 500 Equity Index and the Fortune 500. It has 11 bituminous coal mining complexes in five states and reports proven and probable coal reserves of 4.4 billion tons. It is also a leading Eastern U.S. gas producer, with proved reserves of over 3.7 trillion cubic feet. Additional information about CONSOL Energy can be found at its web site: www.consolenergy.com.
Forward-Looking Statements
Various statements in this release, including those that express a belief, expectation or intention, may be considered forward-looking statements (as defined in Section 21E of the Exchange Act) that involve risks and uncertainties that could cause actual results to differ materially from projected results. Accordingly, investors should not place undue reliance on forward-looking statements as a prediction of actual results. The forward-looking statements may include projections and estimates concerning the timing and success of specific projects and our future production, revenues, income and capital spending. When we use the words “believe,”
“intend,” “expect,” “may,” “should,” “anticipate,” “could,” “estimate,” “plan,” “predict,” “project,” or their negatives, or other similar expressions, the statements which include those words are usually forward-looking statements. When we describe strategy that involves risks or uncertainties, we are making forward-looking statements. The forward-looking statements in this press release, if any, speak only as of the date of this press release; we disclaim any obligation to update these statements. We have based these forward-looking statements on our current expectations and assumptions about future events. While our management considers these expectations and assumptions to be reasonable, they are inherently subject to significant business, economic, competitive, regulatory and other risks, contingencies and uncertainties, most of which are difficult to predict and many of which are beyond our control. These risks, contingencies and uncertainties relate to, among other matters, the following: deterioration in economic conditions in any of the industries in which our customers operate, or sustained uncertainty in financial markets cause conditions we cannot predict; an extended decline in prices we receive for our coal and gas affecting our operating results and cash flows; our customers extending existing contracts or entering into new long-term contracts for coal; our reliance on major customers; our inability to collect payments from customers if their creditworthiness declines; the disruption of rail, barge, gathering, processing and transportation facilities and other systems that deliver our coal and gas to market; a loss of our competitive position because of the competitive nature of the coal and gas industries, or a loss of our competitive position because of overcapacity in these industries impairing our profitability; our inability to maintain satisfactory labor relations; coal users switching to other fuels in order to comply with various environmental standards related to coal combustion emissions; the impact of potential, as well as any adopted regulations relating to greenhouse gas emissions on the demand for coal and natural gas, as well as the impact of any adopted regulations on our coal mining operations due to the venting of coalbed methane which occurs during mining; foreign currency fluctuations could adversely affect the competitiveness of our coal abroad; the risks inherent in coal and gas operations being subject to unexpected disruptions, including geological conditions, equipment failure, timing of completion of significant construction or repair of equipment, fires, explosions, accidents and weather conditions which could impact financial results; our focus on new gas development projects and exploration for gas in areas where we have little or no proven gas reserves; decreases in the availability of, or increases in, the price of commodities and services used in our mining and gas operations, as well as our exposure under “take or pay” contracts we entered into with well service providers to obtain services which if not used could impact our cost of production; obtaining and renewing governmental permits and approvals for our coal and gas operations; the effects of government regulation on the discharge into the water or air, and the disposal and clean-up of, hazardous substances and wastes generated during our coal and gas operations; the effects of stringent federal and state employee health and safety regulations, including the ability of regulators to shut down a mine or well; the potential for liabilities arising from environmental contamination or alleged environmental contamination in connection with our past or current coal and gas operations; the effects of mine closing, reclamation, gas well closing and certain other liabilities; uncertainties in estimating our economically recoverable coal and gas reserves; costs associated with perfecting title for coal or gas rights on some of our properties; the outcomes of various legal proceedings, which are more fully described in our reports filed under the Securities Exchange Act of 1934; the impacts of various asbestos litigation claims; increased exposure to employee related long-term liabilities; increased exposure to multi-employer pension plan liabilities; minimum funding requirements by the Pension Protection Act of 2006 (the Pension Act) coupled with the significant investment and plan asset losses suffered during the recent economic decline has exposed us to making additional required cash contributions to fund the pension benefit plans which we sponsor and the multi-employer pension benefit plans in which we participate; lump sum payments made to retiring salaried employees pursuant to our defined benefit pension plan exceeding total service and interest cost in a plan year; acquisitions that we recently have completed or may make in the future including the accuracy of our assessment of the acquired businesses and their risks, achieving any anticipated synergies, integrating the acquisitions and unanticipated changes that could affect assumptions we may have made and divestitures we anticipate may not occur or produce anticipated proceeds; the anti-takeover effects of our rights plan could prevent a change of control;
increased exposure on our financial performance due to the degree we are leveraged; replacing our natural gas reserves, which if not replaced, will cause our gas reserves and gas production to decline; our ability to acquire water supplies needed for gas drilling, or our ability to dispose of water used or removed from strata in connection with our gas operations at a reasonable cost and within applicable environmental rules; our hedging activities may prevent us from benefiting from price increases and may expose us to other risks; and other factors discussed in the 2010 Form 10-K under “Risk Factors,” as updated by any subsequent Form 10-Qs, which are on file at the Securities and Exchange Commission.
SOURCE: CONSOL Energy Inc.
Website: http://www.consolenergy.com
Contact:
Investor: Brandon Elliott, +1-724-485-4526, BrandonElliott@consolenergy.com; Dan Zajdel, +1-724-485-4169, DanZajdel@consolenergy.com;
Media: Lynn Seay, +1-724-485-4065; LynnSeay@consolenergy.com