Exhibit 4
[Letterhead of]
CONSOL ENERGY INC.
May 23, 2003
RWE Rheinbraun AG
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Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Gentlemen:
Re: Registration Rights Agreement
Dated February 1, 1999;
Waiver of Notice Period
As you are aware, Consol Energy, Inc., (the "Company") and RWE Rheinbraun AG,
formerly named Rheinbraun AG and as successor to Rheinbraun US GmbH,
("Stockholder") are parties to that certain Registration Rights Agreement
dated February 1, 1999 (the "Agreement").
Section 3(a) of the Agreement provides that (i) the Company shall give written
notice to Stockholder of its intention to effect the registration of any of
its securities under the Securities Act of 1933, as amended, not later than 35
days prior to the anticipated date of the filing of such registration; and
(ii) the Company shall include in such registration all Registrable Securities
that Stockholder requests be included, subject to compliance with the
requirements of section 3(a) and exceptions set forth in section 3(c).
As we have discussed, the Company desires to register certain securities under
the Securities Act, and intends to do so on or about May 27, 2003.
Specifically, the Company intends to file with the Securities and Exchange
Commission, on Form S-3, a "shelf" registration with respect to the offer by
the Company for its own account, from time to time, in one or more offerings
of, debt securities, shares of the Company's common stock, shares of the
Company's preferred stock, depositary shares, stock purchase units, stock
purchase contracts, or warrants to purchase the Company's debt securities,
common stock, or preferred stock, at a maximum aggregate offering price of
$800,000,000 (the "Shelf Registration").
The purpose of this letter agreement is to confirm and record our
understanding that Stockholder has agreed to waive, and hereby does waive, on
the terms and conditions set forth in this agreement its right under section
3(a) of the Agreement to receive notice of the filing of the Shelf
Registration.
The Company and Stockholder further agree that (i) the Company shall give
Stockholder written notice 10 days prior to requesting acceleration of
effectiveness of the Shelf Registration, it being understood that during that
10-day period Stockholder may request that the Company amend the
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Shelf Registration to increase the amount of securities being registered to
include Registrable Securities or to allocate a portion of the securities
being registered to sales of Registrable Securities by Stockholder under the
Shelf Registration and to reflect the inclusion in the Shelf Registration of
Registrable Securities by Stockholder and (ii) in the event that Stockholder
determines not to include Registrable Securities in the Shelf Registration but
elects to request a separate registration statement under section 2(a) of the
Agreement, the Company will expedite the filing of such a registration
statement without regard to the 60-day time limit set forth in section 2(a) of
the Agreement.
Except as specifically provided herein, the provisions of the Agreement shall
remain in full force and effect.
Please evidence your agreement with the foregoing by executing both
counterpart originals of this agreement in the space provided and return one
fully executed original to the undersigned.
Respectfully submitted,
CONSOL ENERGY, INC
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By ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Its Vice President and Chief
Financial Officer
Accepted and Agreed to
This 27 day of May, 2003
RWE RHEINBRAUN AG
By:
/s/ ▇. ▇▇▇▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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Its Senior Vice President Its Senior Legal Counsel
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