EX-10.1






Exhibit 10.1




Amendment and Consent




This Amendment and Consent, dated as of December 22, 2006 (this
“Amendment”), to Credit Agreement, dated as of October 26, 2005 (as the same may
be amended, restated, supplemented or otherwise modified from time to time, the “Credit
Agreement”), among Alpha NR Holding, Inc., a Delaware corporation
(“Holdings”), Alpha Natural Resources, LLC, a Delaware limited liability company
(the “Borrower”), the Lenders and Issuing Banks party thereto from time
to time, and Citicorp North America, Inc., as administrative agent (in such capacity, the
“Administrative Agent”) and as collateral agent for the Lenders and Issuing Banks.
Capitalized terms used herein but not defined herein are used as defined in the Credit Agreement.



W i t n e s s e t h:




Whereas, the Borrower intends to acquire, directly or indirectly, more than 50% but
less than 100% of the membership interests in Gallatin Materials, LLC, a Delaware limited liability
company (“Gallatin”), and may acquire, from time to time, more than 50% but less than 100%
of the equity interests of other entities (“Majority Owned Subsidiaries”);



Whereas, Holdings and the Borrower desire that Gallatin, and may desire that other
Majority Owned Subsidiaries, not be subject to certain of the affirmative and negative covenants,
representations and warranties and other provisions of the Credit Agreement and other Loan
Documents following consummation of the Investment;



Whereas, Holdings and the Borrower have requested an amendment to the Credit
Agreement as set forth herein; and



Whereas, the Lenders signatory to an acknowledgment and consent to amendment (an
“Acknowledgment and Consent to Amendment”) and the Administrative Agent have agreed to
consent to such amendment on the terms and subject to the conditions herein provided.



Now, Therefore, in consideration of the foregoing, the mutual covenants and
obligations herein set forth and other good and valuable consideration, the adequacy and receipt of
which is hereby acknowledged, and in reliance upon the representations, warranties and covenants
herein contained, the parties hereto, intending to be legally bound, hereby agree as follows:



Section 1. Amendment. (a) As of the Effective Date (as defined below), the
Administrative Agent and each Lender signatory to an Acknowledgment and Consent to Amendment hereby
consent to the amendments to the Credit Agreement set forth in clauses (b) and (c) of this Section
1.



(b) Section 1.01 of the Credit Agreement is hereby amended:




(i) by inserting the following text at the end of the defined term “Subsidiary”
immediately following the period:”




“Notwithstanding the foregoing, the term ‘Subsidiary’ shall not include any
Unrestricted Subsidiary except (i) where the term “Subsidiary” is used in Sections
3.01, 3.08, 3.09, 3.10 3.12, 3.14, 3.15, 3.19, 5.04, 5.05, 5.06, 5.07 and 5.13 and
(ii) for the purpose of determining whether a Default or an Event of Default has
occurred under clause (f), (h), (i) or (j) of Section 7.01, the term “Subsidiary”
shall include any Unrestricted Subsidiary if such Unrestricted Subsidiary was, as
of the last day of the then most recently ended fiscal quarter of the Borrower, a
‘significant subsidiary’ (as defined in Article 1, Rule 1-02 of Regulation S-X,
promulgated pursuant to the Securities Act, as such Regulation is in effect on the
date of this Amendment) of the Borrower; provided, however, that, if it is
necessary to exclude more than one Unrestricted Subsidiary from clause (f), (h),
(i) or (j) of Section 7.01 in order to avoid a Default or an Event of Default
thereunder, all excluded Unrestricted Subsidiaries shall be considered to be a
single consolidated Unrestricted Subsidiary for the purpose of determining whether
the ‘significant subsidiary’ condition specified in clause (ii) above is
satisfied.”;




(ii) by inserting the following defined term immediately after the defined term
“Unrestricted Cash and Cash Equivalents” and immediately prior to the defined term “U.S.
Bankruptcy Code”:




“‘Unrestricted Subsidiary’ shall mean any person that becomes a subsidiary of
Holdings as a result of an Investment made on or following December 7, 2006 in
accordance with Section 6.04 (and any existing or subsequently formed or acquired
subsidiary of such person) if (i) such subsidiary does not become a Wholly Owned
Subsidiary of Holdings as a result of such Investment and (ii) within 10 Business
Days of such Investment, Holdings provides written notice to the Administrative
Agent (a) identifying the person that has become a subsidiary of Holdings as a
result of such Investment and (b) specifying that, pursuant to a resolution of the
board of directors of Holdings, such subsidiary shall be deemed to be an
Unrestricted Subsidiary; provided that any such subsidiary of Holdings that is an
Unrestricted Subsidiary shall cease to be an Unrestricted Subsidiary, and may not
be re-designated as an Unrestricted Subsidiary, upon receipt by the Administrative
Agent of written notice from Holdings that from and after such notice such
subsidiary shall cease to be an Unrestricted Subsidiary.”; and




(iii) by inserting the following text at the end of the defined term “Domestic
Subsidiary Loan Party” or “Subsidiary Loan Party” immediately after the word
“Subsidiaries”:




“; provided that, notwithstanding the foregoing, the terms “Domestic Subsidiary
Loan Party” and “Subsidiary Loan Party” shall not include any Unrestricted
Subsidiary”.



(c) Article V of the Credit Agreement is hereby amended by inserting at the end thereof
(immediately following Section 5.14 of the Credit Agreement) a new Section 5.15 as follows:




5.15. Unrestricted Subsidiaries. Cause each Unrestricted Subsidiary to: (i)
maintain entity records and books of account separate from those of Holdings and its
Subsidiaries; (ii) not commingle its funds or assets with those of any of Holdings and its
Subsidiaries; and (iii) provide that its board of directors or other analogous governing
body will hold all appropriate meetings to authorize and approve such entity’s actions,
which meetings will be separate from those of Holdings and its Subsidiaries.



Section 2. Conditions Precedent. This Amendment shall become effective as of the date
(the “Effective Date”) on which each of the following conditions precedent shall have been
satisfied or duly waived:



(a) Certain Documents. The Administrative Agent shall have received each of the following, in
form and substance satisfactory to the Administrative Agent:



(i) this Amendment, duly executed by the Borrower and Holdings, on behalf of itself and each
other Loan Party, and the Administrative Agent;



(ii) an Acknowledgment and Consent to Amendment, in the form set forth hereto as Exhibit A,
duly executed by each of the Required Lenders; and



(iii) such additional documentation as the Administrative Agent may reasonably require.



(b) Payment of Costs and Expenses. The Administrative Agent and the Lenders shall have
received payment of all costs and expenses, including, without limitation, all costs and expenses
of the Administrative Agent and the Lenders (including, without limitation, the reasonable fees and
out-of-pocket expenses of counsel for the Administrative Agent) in connection with this Amendment,
the Credit Agreement and each other Loan Document, as required by Section 5 hereof.



(c) Representations and Warranties. Each of the representations and warranties contained in
Section 3 below shall be true and correct.



Section 3. Representations and Warranties. Each of Holdings and the Borrower, on
behalf of itself and each Loan Party, hereby represents and warrants to the Administrative Agent
and each Lender, with respect to all Loan Parties, as follows:



(a) After giving effect to this Amendment, each of the representations and warranties in the
Credit Agreement and in the other Loan Documents are true and correct in all material respects on
and as of the date hereof as though made on and as of such date, except to the extent that any such
representation or warranty expressly relates to an earlier date and except for changes therein
expressly permitted by the Credit Agreement.



(b) The execution, delivery and performance by Holdings and the Borrower of this Amendment
have been duly authorized by all requisite corporate or limited liability company action and will
not violate the articles of incorporation or bylaws (or other constituent documents) of Holdings or
the Borrower.



(c) After giving effect to this Amendment, no Default or Event of Default has occurred and is
continuing as of the date hereof.



Section 4. Costs and Expenses. As provided in Section 9.05(a) of the Credit
Agreement, the Borrower agrees to reimburse the Administrative Agent for all reasonable
out-of-pocket expenses incurred by the Administrative Agent in connection with this Amendment,
including the reasonable fees, charges and disbursements of counsel or other advisors for advice,
assistance or other representation in connection with this Amendment.



Section 5. Reference to and Effect on the Loan Documents.



(a) As of the Effective Date, each reference in the Credit Agreement and the other Loan
Documents to “this Agreement,” “hereunder,” “hereof,” “herein,” or words of like import, and each
reference in the other Loan Documents to the Credit Agreement (including, without limitation, by
means of words like “thereunder”, “thereof” and words of like import), shall mean and be a
reference to the Credit Agreement as amended and as waived hereby with respect to the certain
requirements outlined above, and this Amendment and the Credit Agreement shall be read together and
construed as a single instrument.



(b) Except as expressly amended hereby, all of the terms and provisions of the Credit
Agreement and all other Loan Documents are and shall remain in full force and effect and are hereby
ratified and confirmed.



(c) The execution, delivery and effectiveness of this Amendment shall not, except as expressly
provided herein, operate as a waiver of any right, power or remedy of the Administrative Agent, any
Lender or any Issuer under the Credit Agreement or any Loan Document, or constitute a waiver or
amendment of any other provision of the Credit Agreement or any Loan Document except as and to the
extent expressly set forth herein.



(d) Each of Holdings, the Borrower and (by its acknowledgement hereof as set forth on the
signature pages hereto) each other Loan Party, hereby confirms that the guaranties, security
interests and liens granted pursuant to the Loan Documents continue to guarantee and secure the
Obligations as set forth in the Loan Documents and that such guaranties, security interests and
liens remain in full force and effect.



Section 6. Counterparts. This Amendment may be executed in any number of counterparts
and by different parties hereto in separate counterparts, each of which when so executed shall be
deemed to be an original and all of which taken together shall constitute one and the same
agreement. Receipt by the Administrative Agent of a facsimile copy of an executed signature page
hereof shall constitute receipt by the Administrative Agents of an executed counterpart of this
Amendment.



Section 7. Governing Law. This Amendment and the rights and obligations of the
parties hereto shall be governed by, and construed and interpreted in accordance with, the law of
the State of New York.



Section 8. Headings. Section headings contained in this Amendment are included herein
for convenience of reference only and shall not constitute a part of this Amendment for any other
purposes.



Section 9. Waiver of Jury Trial. Each Of The Parties Hereto Irrevocably Waives
Trial By Jury In Any Action Or Proceeding With Respect To This Amendment Or Any Other Loan
Document.



[Signature Pages Follow]




1




In Witness Whereof, the parties hereto have caused this Amendment to be
executed by their respective officers and members thereunto duly authorized, as of the date
indicated above.



	 	 	 
	Alpha NR Holding, Inc.

	 
	 	 
	as Holdings

By: /s/ Vaughn Groves

	 	



	 

	Name: Vaughn Groves

Title: Vice President

	 	



	 
	 	 
	Alpha Natural Resources, LLC

	 
	 	 
	as Borrower

By: /s/ Vaughn Groves

	 	



	 

	Name: Vaughn Groves

Title: Vice President

	 	



	 
	 	 
	Citicorp North America, Inc.,

	 
	 	 
	as Administrative Agent

By: /s/ Raymond G. Dunning

	 	



	 
	 	 
	 

	 
	 	 
	Name:

	 	Raymond G. Dunning







	 	 	Title: Vice President




2









For the purposes of Section 5(d) hereof, each other Loan Party set forth below hereby consents
to this Amendment and confirms that all guaranties, security interest and Liens granted by it, and
all its other obligations, pursuant to the Loan Documents remain in full force and effect.




	 	 	 	ALPHA
NATURAL RESOURCES, INC.






	 	 	 	ALPHA
COAL SALES CO., LLC






(a/k/a Metcoal Sales; a/k/a Spectrum
Laboratories)




	 	 	 	ALPHA
NATURAL RESOURCES






CAPITAL CORP.




	 	 	 	ALPHA
TERMINAL COMPANY, LLC






	 	 	 	ESPERANZA COAL CO., LLC






	 	 	 	DICKENSON-RUSSELL COAL COMPANY, LLC






	 	 	 	DICKENSON-RUSSELL LAND AND RESERVES, LLC






	 	 	 	MAXXIM REBUILD CO., LLC






	 	 	 	MAXXUM CARBON RESOURCES, LLC






	 	 	 	AMFIRE, LLC






	 	 	 	AMFIRE HOLDINGS, INC.






	 	 	 	ALPHA
NATURAL RESOURCES






SERVICES, LLC




	 	 	 	MAXXIM SHARED SERVICES, LLC






	 	 	 	AMFIRE WV, L.P.






	 	 	 	BROOKS RUN MINING COMPANY, LLC






	 	 	 	KINGWOOD MINING COMPANY, LLC






	 	 	 	AMFIRE MINING COMPANY, LLC






	 	 	 	ENTERPRISE MINING COMPANY, LLC






	 	 	 	ENTERPRISE LAND AND RESERVES, INC.






	 	 	 	RIVERSIDE ENERGY COMPANY, LLC






	 	 	 	SOLOMONS MINING COMPANY






	 	 	 	BLACK
DOG COAL CORP.






	 	 	 	PARAMONT COAL COMPANY






VIRGINIA, LLC




	 	 	 	MCDOWELL-WYOMING COAL COMPANY, LLC






	 	 	 	HERNDON PROCESSING COMPANY, LLC






	 	 	 	KEPLER PROCESSING COMPANY, LLC






	 	 	 	LITWAR PROCESSING COMPANY, LLC






	 	 	 	PREMIUM ENERGY, LLC






	 	 	 	BUCHANAN ENERGY COMPANY, LLC






	 	 	 	CALLAWAY NATURAL RESOURCES, INC.






	 	 	 	CALLAWAY LAND AND RESERVES, LLC






	 	 	 	NICEWONDER CONTRACTING, INC.






	 	 	 	TWIN
STAR MINING, INC.






	 	 	 	VIRGINIA ENERGY COMPANY, LLC






(a/k/a Alpha Virginia Energy Company, LLC)




	 	 	 	WHITE
FLAME ENERGY, INC.






	 	 	 	MATE
CREEK ENERGY, LLC






	 	 	 	POWERS SHOP, LLC






By: /s/ Vaughn Groves





	 	 	Name: Vaughn Groves

Title: Vice President






	 	 	 	ALPHA
LAND AND RESERVES, LLC






By: /s/ Vaughn Groves





	 	 	Name: Vaughn Groves

Title: President and Manager






3