Supplemental Indenture No.2



 Exhibit 4.2 
  

CONSOL ENERGY INC. 
  
 SUPPLEMENTAL INDENTURE NO. 2 
  
 $250,000,000 
  
 7.875% Notes due 2012 
  
 THIS SUPPLEMENTAL INDENTURE NO. 2, dated as of September 30, 2003 (this “Supplemental Indenture”), 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”), and
Supplemental Indenture No. 1, dated as of March 7, 2002 providing for the issuance of the 7.875% Notes due 2012 in the aggregate principal amount of $250,000,000 (the “First Supplemental Indenture”); 
  
 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, Section 9.01(a)(12) of the Indenture provides that the Company, the Guarantor Subsidiaries and the Trustee may enter into an indenture
supplemental to the Indenture to provide for the release of a Guarantor Subsidiary in respect of its Subsidiary Guaranty pursuant to Article XI of the Indenture; 
  
 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 for the addition of Guarantor Subsidiaries by the execution of a supplemental indenture in respect of a Subsidiary Guarantee; 
  
 WHEREAS, all the conditions and requirements necessary to make this
Supplemental Indenture, 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 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: 
  

 1 








 ARTICLE ONE 
 RELATION TO INDENTURE; DEFINITIONS; RULES OF CONSTRUCTION 
  
 SECTION 1.1 Relation to Indenture. This Supplemental Indenture constitutes an integral part of the Indenture. 
  
 SECTION 1.2 Rules of Construction. For all purposes of this
Supplemental Indenture: 
  
 (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; 
  
 (c) the terms “herein,” “hereof,” “hereunder” and other words of similar import refer to this
Supplemental Indenture; and 
  
 (d) in the event of a conflict
with the definition of terms in the Indenture, the definitions in this Supplemental Indenture shall control. 
  
 ARTICLE TWO 
 GUARANTOR SUBSIDIARIES 
  
 SECTION 2.1 Releases. Effective as of the date hereof, Fairmont Supply
Company is released from its obligations under its Subsidiary Guarantee. 
  
 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 First Supplemental Indenture 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 First Supplemental Indenture and this Supplemental Indenture, 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. 
  
 SECTION 3.3 Counterparts. This Supplemental Indenture 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. 
  

 2 








 SECTION 3.4 Governing Law. THIS SUPPLEMENTAL INDENTURE 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. 
  
 [signature page follows] 
  

 3 








 IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of
the day and year first above written. 
  

	 CONSOL ENERGY INC.

		
	 By:
	 	 /s/    Stephen E. Williams


	 	 	 Name: Stephen E. Williams

	 	 	 Title:   Vice President & General Counsel

	
	 CARDINAL STATES GATHERING COMPANY
 by CNX Gas Company LLC, its sole partner,

	
	 by Consolidation Coal Company, its sole member

	
	 CONSOLIDATION COAL COMPANY

		
	 By:
	 	 /s/    John M. Reilly


	 	 	 Name: John M. Reilly,

	 	 	 Title:   Treasurer

	
	 CENTRAL OHIO COAL COMPANY

		
	 By:
	 	 /s/    John M. Reilly


	 	 	 Name: John M. Reilly,

	 	 	 Title:   Treasurer

	
	 CHURCH STREET HOLDINGS, INC.

		
	 By:
	 	 /s/    John M. Reilly


	 	 	 Name: John M. Reilly,

	 	 	 Title:   Treasurer

	
	 CNX GAS COMPANY LLC

	by Consolidation Coal Company, its sole member
	
	CONSOLIDATION COAL COMPANY
		
	By:	 	 /s/    John M. Reilly


	Name:	 	John M. Reilly,
	Title:	 	Treasurer


  

 4 









	 CNX LAND RESOURCES INC.

	
	 By: /s/    Gary J. Bench


	 Name:
	 	 Gary J. Bench,

	 Title:
	 	 Assistant Secretary

	
	 CNX MARINE TERMINALS INC.

	
	 By: /s/    Gary J. Bench


	 Name:
	 	 Gary J. Bench,

	 Title:
	 	 Assistant Secretary

	
	 CONRHEIN COAL COMPANY

	 by Consolidation Coal Company, its General Partner

	
	 CONSOLIDATION COAL COMPANY

	
	 By: /s/    John M. Reilly


	 Name:
	 	 John M. Reilly,

	 Title:
	 	 Treasurer

	
	 CONSOL DOCKS INC.

	
	 By: /s/    Gary J. Bench


	 Name:
	 	 Gary J. Bench,

	 Title:
	 	 Assistant Secretary

	
	 CONSOL FINANCIAL INC.

	
	 By: /s/    John M. Reilly


	 Name:
	 	 John M. Reilly,

	 Title:
	 	 Treasurer

	
	 CONSOL OF CANADA INC.

	
	 By: /s/    John M. Reilly


	 Name:
	 	 John M. Reilly,

	 Title:
	 	 Treasurer



  

 5 









	CONSOL OF KENTUCKY INC.
	
	 By:/s/    John M. Reilly


	 Name:
	 	John M. Reilly,
	 Title:
	 	Treasurer
	
	CONSOL PENNSYLVANIA COAL COMPANY
	
	 By:/s/    John M. Reilly


	 Name:
	 	John M. Reilly,
	 Title:
	 	Treasurer
	
	 CONSOLIDATION COAL COMPANY

	
	 By:/s/    John M. Reilly


	 Name:
	 	 John M. Reilly,

	 Title:
	 	 Treasurer

	
	 CONSOL SALES COMPANY

	
	 By:/s/    Gary J. Bench


	 Name:
	 	 Gary J. Bench,

	 Title:
	 	 Assistant Secretary

	
	 EIGHTY-FOUR MINING COMPANY

	
	 By:/s/    John M. Reilly


	 Name:
	 	 John M. Reilly,

	 Title:
	 	 Treasurer

	
	 GREENE ENERGY LLC

	 by Consolidation Coal Company, its member

	
	 CONSOLIDATION COAL COMPANY

	
	 By:/s/    John M. Reilly


	 Name:
	 	 John M. Reilly,

	 Title:
	 	 Treasurer



  

 6 









	 HELVETIA COAL COMPANY

	
	 By:/s/    John M. Reilly


	 Name:
	 	 John M. Reilly,

	 Title:
	 	 Treasurer

	
	 ISLAND CREEK COAL COMPANY

	
	 By:/s/    Peter B. Lilly


	 Name:
	 	 Peter B. Lilly,

	 Title:
	 	 President

	
	 IC COAL, INC.

	
	 By:/s/    John M. Reilly


	 Name:
	 	 John M. Reilly,

	 Title:
	 	 Treasurer

	
	 JEFFCO COAL COMPANY

	
	 By:/s/    John M. Reilly


	 Name:
	 	 John M. Reilly,

	 Title:
	 	 Treasurer

	
	 KEYSTONE COAL MINING CORPORATION

	
	 By:/s/    John M. Reilly


	 Name:
	 	 John M. Reilly,

	 Title:
	 	 Treasurer

	
	 LAUREL RUN MINING COMPANY

	
	 By:/s/    John M. Reilly


	 Name:
	 	 John M. Reilly,

	 Title:
	 	 Treasurer

	
	 LEATHERWOOD, INC.

	
	 By:/s/    John M. Reilly


	 Name:
	 	 John M. Reilly,

	 Title:
	 	 Treasurer



  

 7 









	 MCELROY COAL COMPANY

	
	 By:/s/    John M. Reilly


	 Name:
	 	 John M. Reilly,

	 Title:
	 	 Treasurer

	
	 MTB INC.

	
	 By:/s/    Gary J. Bench


	 Name:
	 	 Gary J. Bench,

	 Title:
	 	 Assistant Secretary

	
	 NEW CENTURY HOLDINGS, INC.

	
	 By:/s/    John M. Reilly


	 Name:
	 	 John M. Reilly,

	 Title:
	 	 Treasurer

	
	 QUARTO MINING COMPANY

	
	 By:/s/    John M. Reilly


	 Name:
	 	 John M. Reilly,

	 Title:
	 	 Treasurer

	
	 RESERVE COAL PROPERTIES COMPANY

	
	 By:/s/    Gary J. Bench


	 Name:
	 	 Gary J. Bench,

	 Title:
	 	 Assistant Secretary

	
	 ROCHESTER & PITTSBURGH COAL COMPANY

	
	 By:/s/    John M. Reilly


	 Name:
	 	 John M. Reilly,

	 Title:
	 	 Treasurer



  

 8 









	 SOUTHERN OHIO COAL COMPANY

	
	 By:/s/    John M. Reilly


	 Name:
	 	 John M. Reilly,

	 Title:
	 	 Treasurer

	
	 THE WHITE STAR COAL CO., INC.

	
	 By:/s/    John M. Reilly


	 Name:
	 	 John M. Reilly,

	 Title:
	 	 Treasurer

	
	 TWIN RIVERS TOWING COMPANY

	
	 By:/s/    John M. Reilly


	 Name:
	 	 John M. Reilly,

	 Title:
	 	 Treasurer

	
	 UNITED EASTERN COAL SALES CORPORATION

	
	 By:/s/    John M. Reilly


	 Name:
	 	 John M. Reilly

	 Title:
	 	 Treasurer

	
	 WINDSOR COAL COMPANY

	
	 By:/s/    John M. Reilly


	 Name:
	 	 John M. Reilly,

	 Title:
	 	 Treasurer

	
	 WOLFPEN KNOB DEVELOPMENT COMPANY

	
	 By:/s/    John M. Reilly


	 Name:
	 	 John M. Reilly,

	 Title:
	 	 Treasurer



  

 9 









	 THE BANK OF NOVA SCOTIA TRUST
 COMPANY OF NEW YORK, as Trustee

		
	 By:
	 	  
 /s/    John F. Neylan


	 	 	 Name: John F. Neylan

	 	 	 Title: Trust Officer



  

 10 








 SCHEDULE I 
  

GUARANTORS 
  
 Cardinal States Gathering Company, a Virginia general partnership 
 Central
Ohio Coal Company, a Ohio corporation 
 Church Street Holdings, Inc., a Delaware corporation 
 CNX Gas Company LLC, a Virginia limited liability company 
 CNX Land Resources Inc., a Delaware corporation 
 CNX Marine Terminals Inc. (Formerly Consolidation Coal Sales Company), a Delaware corporation 
 Conrhein Coal Company, a Pennsylvania general partnership 
 CONSOL Docks Inc., a Delaware corporation 
 CONSOL Financial Inc., a Delaware corporation 
 CONSOL of Canada Inc., a
Delaware corporation 
 CONSOL of Kentucky, a Delaware corporation 
 CONSOL Pennsylvania Coal Company, a Delaware corporation 
 Consolidation Coal Company, a Delaware corporation 
 CONSOL Sales Company, a Delaware corporation 
 Eighty-Four Mining Company, a
Pennsylvania corporation 
 Greene Energy LLC, a Pennsylvania limited liability company 
 Helvetia Coal Company, a Pennsylvania corporation 
 Island Creek Coal Company, a Delaware corporation 
 IC Coal , Inc., a Delaware corporation 
 Jeffco Coal Company, a Pennsylvania
corporation 
 Keystone Coal Mining Corporation, a Pennsylvania corporation 
 Laurel Run Mining Company, a Virginia corporation 
 Leatherwood, Inc., a Pennsylvania corporation 
 McElroy Coal Company, a Delaware corporation 
 MTB Inc., a Delaware
corporation 
 New Century Holdings, Inc., a Delaware corporation 
 Quarto Mining Company, a Ohio corporation 
 Reserve Coal Properties, a Delaware corporation 
 Rochester & Pittsburgh Coal Company, a Pennsylvania corporation 
 Southern
Ohio Coal Company, a West Virginia corporation 
 The White Star Coal Co., Inc., a New York corporation 
 Twin Rivers Towing Company, a Delaware corporation 
 United Eastern Coal Sales
Corporation, a Pennsylvania corporation 
 Windsor Coal Company, a West Virginia corporation 
 Wolfpen Knob Development Company, a Virginia corporation 
  

 11