Supplemental Indenture No. 5



 Exhibit 10.21 
  
 CONSOL ENERGY INC. 
  
 SUPPLEMENTAL INDENTURE NO. 5 
  
 $250,000,000 
  
 7.875% Notes due 2012 
  
 THIS SUPPLEMENTAL INDENTURE NO. 5, dated as of October 21, 2005 (this “Supplemental Indenture No. 5”), 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 and a Supplemental Indenture No. 4 dated as of August 8, 2005 (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, certain subsidiaries of the Company, being CNX Gas Corporation and
its subsidiaries CNX Gas Company LLC and Cardinal States Gathering Company, have recently entered into a Revolving Credit Facility, dated as of October 7, 2005, with a group of commercial lenders (the “Credit Facility”) under which
CNX Gas Corporation may incur Indebtedness (as defined in the Indenture) by borrowing money, and its subsidiaries will guarantee such indebtedness; 
  
 WHEREAS, pursuant to Section 4.07 of the Indenture, upon a borrowing of money under the Credit Facility, CNX Gas Corporation and its subsidiaries
would become Guarantor Subsidiaries within the meaning of that term in the Indenture and are required to deliver a Subsidiary 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 Subsidiary to execute a supplemental indenture in respect of a Subsidiary Guarantee; 







 WHEREAS, all the conditions and requirements necessary to make this Supplemental Indenture No. 5,
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. 5 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. 5 constitutes an integral part of the Indenture. 
  

SECTION 1.2 Rules of Construction. For all purposes of this Supplemental Indenture No. 5: 
  
 (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. 5; 
  
 (c) the terms “herein,” “hereof,” “hereunder” and other words of similar
import refer to this Supplemental Indenture No. 5; and 
  
 (d) in the event of a conflict with the definition of terms in the Indenture, the definitions in this Supplemental Indenture No. 5 shall control. 
  
 ARTICLE TWO 
 GUARANTOR SUBSIDIARIES 
  
 SECTION 2.1
Subsidiary Guarantees. Effective as of the date hereof, each of CNX Gas Corporation, CNX Gas Company LLC and Cardinal States Gathering Company 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. 
  

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 ARTICLE THREE 
 MISCELLANEOUS PROVISIONS 
  
 SECTION 3.1 Ratification. The Indenture, as supplemented and amended by the Supplemental Indentures and this Supplemental Indenture No. 5, 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. 5. 
  
 SECTION 3.3 Counterparts. This Supplemental Indenture No. 5 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. 5 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. 
  
  
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 IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture No. 5 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: Treasurer











			
	 GUARANTOR SUBSIDIARIES and GUARANTORS:
  
 CENTRAL OHIO COAL COMPANY
 CNX MARINE TERMINALS INC.
 CONSOL FINANCIAL INC.
 CONSOL OF CANADA INC.
 CONSOL OF KENTUCKY INC.
 CONSOL PENNSYLVANIA COAL COMPANY
 CONSOL ENERGY SALES COMPANY
 CONSOLIDATION COAL COMPANY
 EIGHTY-FOUR MINING COMPANY
 HELVETIA COAL COMPANY
 ISLAND CREEK COAL COMPANY
 KEYSTONE COAL MINING CORPORATION
 LAUREL RUN MINING COMPANY
 LEATHERWOOD, INC.
 McELROY COAL COMPANY
 ROCHESTER & PITTSBURGH COAL COMPANY

SOUTHERN OHIO COAL COMPANY
 TWIN RIVERS TOWING COMPANY
 WINDSOR COAL COMPANY
 WOLFPEN KNOB DEVELOPMENT COMPANY

		
	By:	 	 /S/    JOHN M.
REILLY

	John M. Reilly, Treasurer of each Guarantor Subsidiary listed above on behalf of each such Guarantor Subsidiary










			
	CNX LAND RESOURCES INC.
		
	By:	 	 /S/    WILLIAM D.
STANHAGEN

	 Name:
 Title:
	 	 William D. Stanhagen
 President

	
	CONSOL DOCKS INC.
		
	By:	 	 /S/    P. JEROME
RICHEY

	 Name:
 Title:
	 	 P. Jerome Richey
 Vice President & Secretary

	
	MTB INC.
		
	By:	 	 /S/    WILLIAM D.
STANHAGEN

	 Name:
 Title:
	 	 William D. Stanhagen
 President

	
	RESERVE COAL PROPERTIES COMPANY
		
	By:	 	 /S/    WILLIAM D.
STANHAGEN

	 Name:
 Title:
	 	 William D. Stanhagen
 President











			
	 TERRA FIRMA COMPANY

		
	By:	 	 /S/    JAMES A.
RUSSELL

	 Name:
 Title:
	 	 James A. Russell
 President

	
	 CONRHEIN COAL COMPANY

		
	BY:	 	CONSOLIDATION COAL COMPANY, a general partner
		
	By:	 	 /S/    JOHN M.
REILLY

	 Name:
 Title:
	 	 John M. Reilly
 Treasurer

	
	 CONSOL OF WV LLC

		
	By:	 	 /S/    ROBERT M.
VUKAS

	 Name:
 Title:
	 	 Robert M. Vukas
 Manager











			
	CNX GAS CORPORATION
		
	By:	 	 /S/    GARY J.
BENCH

	 Name:  Gary J. Bench
 Title:    Chief Financial Officer and Treasurer




  
  
  

			
	CNX GAS COMPANY LLC
		
	By:	 	 /S/    RONALD E.
SMITH

	 Name:  Ronald E. Smith
 Title:    President




  
  
  

			
	CARDINAL STATES GATHERING COMPANY
		
	By:	 	 CNX Gas Company LLC, as Partnership
 Manager



  
  

			
	By:	 	 /S/    RONALD E.
SMITH

	 Name:  Ronald E. Smith
 Title:    President




  
  








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

		
	By:	 	 /S/    WARREN A.
GOSHINE

	 	 	 Name: Warren A. Goshine
 Title: Vice President










 SCHEDULE I 
  
 GUARANTOR SUBSIDIARIES AND GUARANTORS: 
  
 Central Ohio Coal Company 
 (Ohio corporation) 
  
 CNX Land Resources Inc. 
 (Delaware corporation) 
  
 CNX Marine Terminals Inc. 
 (Delaware corporation) 
  
 Conrhein Coal Company 
 (Pennsylvania general partnership) 
  
 Consol Docks Inc. 
 (Delaware corporation) 
  
 CONSOL
Financial Inc. 
 (Delaware corporation) 
  
 CONSOL of Canada Inc. 
 (Delaware corporation) 
  
 CONSOL of Kentucky Inc. 
 (Delaware corporation) 
  
 CONSOL of WV LLC 
 (West Virginia limited liability company) 
  
 CONSOL Pennsylvania Coal Company 
 (Delaware corporation) 
  
 CONSOL Energy Sales Company 
 (Delaware corporation) 
  
 CONSOLIDATION COAL COMPANY 
 (Delaware corporation) 
  
 Eighty-Four Mining Company 
 (Pennsylvania corporation) 
  
 Helvetia Coal Company 
 (Pennsylvania corporation) 
  
 ISLAND CREEK COAL COMPANY 
 (Delaware corporation) 
  
 Keystone Coal Mining Corporation 
 (Pennsylvania corporation) 
  
 Laurel Run Mining Company 
 (Virginia corporation) 







 Leatherwood, Inc. 
 (Pennsylvania corporation) 
  
 McELROY COAL COMPANY 
 (Delaware corporation) 
  
 MTB Inc. 
 (Delaware corporation) 
  
 RESERVE COAL PROPERTIES COMPANY 
 (Delaware corporation) 
  
 Rochester & Pittsburgh Coal Company 
 (Pennsylvania corporation) 
  
 SOUTHERN OHIO COAL COMPANY 
 (West Virginia corporation) 
  
 Terra Firma Company 
 (West Virginia corporation) 
  
 TWIN RIVERS TOWING COMPANY 
 (Delaware corporation) 
  
 Windsor Coal Company 
 (West Virginia corporation) 
  
 WOLFPEN KNOB DEVELOPMENT COMPANY 
 (Virginia corporation) 
  
 CNX Gas Corporation 
 (Delaware corporation) 
  
 CNX Gas Company LLC 
 (Virginia limited liability company) 
  
 Cardinal States Gathering Company 
 (Virginia general partnership)