exv4w8





Exhibit 4.8


THIRD SUPPLEMENTAL INDENTURE


     THIRD SUPPLEMENTAL INDENTURE, dated as of August 1, 2009 (this “Supplemental
Indenture”), by and among FOUNDATION PA COAL COMPANY, LLC, a Delaware limited liability company
(the “Company”), the Parent (as defined below), each Domestic Subsidiary of the Parent
identified on Annex A hereto (each, a “New Subsidiary” and together with the
Parent, the “New Guarantors” and each, a “New Guarantor”), and THE BANK OF NEW YORK
MELLON (formerly known as The Bank of New York), as trustee (the “Trustee”), under the
Indenture dated as of July 30, 2004 (as supplemented by the Supplemental Indenture dated as of
September 6, 2005 and the Supplemental Indenture dated as of October 5, 2007, the
“Indenture”), between the Company, the Guarantors and the Trustee.


WITNESSETH


     WHEREAS, the Company and the existing guarantors have heretofore executed and delivered to the
Trustee the Indenture providing for the issuance of 7 1/4% Senior Notes due August 1, 2014 (the
“Notes”);


     WHEREAS, ALPHA NATURAL RESOURCES, INC., a Delaware corporation (“Alpha”), and
FOUNDATION COAL HOLDINGS, INC., a Delaware corporation (“Foundation”) and an indirect
parent of the Company, entered into an Agreement and Plan of Merger dated as of May 11, 2009 (the
“Merger Agreement”), providing for the merger of Alpha with and into Foundation (the
“Parent Merger”), with Foundation as the surviving corporation (such surviving corporation,
renamed Alpha Natural Resources, Inc., the “Parent”);


     WHEREAS, after the effectiveness of the Parent Merger, FOUNDATION COAL CORPORATION, a Delaware
corporation (“Holdings”), and its direct parent company, FC 2 CORP., a Delaware
corporation, each intend to merge with and into the Parent, with the Parent as the surviving
corporation (the “Roll-up Mergers”);


     WHEREAS, Section 4.17 of the Indenture provides that under certain circumstances each New
Guarantor shall execute and deliver to the Trustee a supplemental indenture pursuant to which each
New Guarantor shall unconditionally guarantee all of the Company’s Obligations under the Notes and
the Indenture on the terms and conditions set forth herein (the “Note Guarantee”);


     WHEREAS, Section 5.01 of the Indenture provides that upon the consolidation or merger of
Holdings with or into another Person where such other Person is the surviving entity, the Person
surviving such consolidation or merger shall assume all the obligations of Holdings under the Notes
and the Indenture pursuant to agreements reasonably satisfactory to the Trustee;


     WHEREAS, Alpha American Coal Company, LLC (formerly known as Foundation American Coal Company,
LLC) signed the Indenture as of July 30, 2004, but was inadvertently omitted from the definition of
“Guarantors” under Section 1.01 of the Indenture;


     WHEREAS, all things necessary have been done to make this Supplemental Indenture, when
executed and delivered by the Company and the New Guarantors, the legal,


 







 




valid and binding
agreement of the Company and the New Guarantors, according to its terms; and


     WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee, the Company and the existing
Guarantors 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 Parent, the New
Guarantors, the existing Guarantors and the Trustee agree as follows:


ARTICLE I

DEFINITIONS


     Section 1.1. CAPITALIZED TERMS. Capitalized terms used herein without definition shall have
the meanings assigned to them in the Indenture.


ARTICLE II

CORRECTION


     Section 2.1. DEFINITION OF “GUARANTORS”. The list of Guarantors in paragraph (2) of the
definition of “Guarantors” in Section 1.01 of the Indenture is hereby corrected pursuant to Section
9.01(1) of the Indenture by adding the name of “Alpha American Coal Company, LLC.”


ARTICLE III

AMENDMENTS TO INDENTURE


     Section 3.1. AGREEMENT TO GUARANTEE. Each New Guarantor hereby agrees, jointly and severally
with all existing Guarantors (if any), to provide an unconditional Guarantee on the terms and
subject to the conditions set forth in Article 10 of the Indenture and to be bound by all other
applicable provisions of the Notes and the Indenture and to perform all of the obligations and
agreements of a Guarantor under the Indenture.


     Section 3.2. ASSUMPTION OF OBLIGATIONS. Parent hereby agrees, upon the effectiveness of the
Roll-up Mergers, to assume all the obligations of Holdings under the Notes and the Indenture.


     Section 3.3. NOTICES. All notices or other communications to the Company and/or any
Guarantor shall be delivered to the following address:

Alpha Natural Resources

One Alpha Place

Abingdon, Virginia 24212

Facsimile No.: (276) 623-4321

Attention: Office of General Counsel



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With a copy to:


Cleary Gottlieb Steen & Hamilton LLP

One Liberty Plaza

New York, New York 10006

Facsimile No.: (212) 225-3999

Attention: Jeffrey Lewis, Esq.


All notices or other communications to the Company and/or any Guarantor shall otherwise be given as
provided in Section 12.02 of the Indenture.



ARTICLE IV

MISCELLANEOUS


     Section 4.1. NO RECOURSE AGAINST OTHERS. No past, present or future director, manager,
officer, employee, incorporator, stockholder or member of the Parent, Holdings, any parent entity
of the Parent or any Subsidiary of the Parent, as such, will have any liability for any obligations
of the Company or the Guarantors under the Notes, this Indenture, the Note Guarantees or for any
claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of
Notes by accepting a Note waives and releases all such liability. The waiver and release are part
of the consideration for issuance of the Notes. The waiver may not be effective to waive
liabilities under the federal securities laws.


     Section 4.2. EXECUTION AS SUPPLEMENTAL INDENTURE. This Supplemental Indenture is executed and
shall be construed as an indenture supplemental to the Indenture and, as provided in the Indenture,
this Supplemental Indenture forms a part thereof.


     Section 4.3. RATIFICATION AND INCORPORATION OF INDENTURE. As supplemented hereby, the
Indenture is in all respects ratified and confirmed, and the Indenture and this Supplemental
Indenture shall be read, taken and construed as one and the same instrument.


     Section 4.4. GOVERNING LAW. THIS INDENTURE, THE NOTES AND THE NOTE GUARANTEES SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.


     Section 4.5. SEPARABILITY. In case any one or more of the provisions contained in this
Supplemental Indenture shall for any reason be held to be invalid, illegal or unenforceable in any
respect, then, to the extent permitted by law, such invalidity, illegality or unenforceability
shall not affect any other provisions of this Supplemental Indenture, but this Supplemental
Indenture shall be construed as if such invalid or illegal or unenforceable provision had never
been contained herein.


     Section 4.6. 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.


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     Section 4.7. EFFECT OF HEADINGS. The Section headings herein are for convenience only and
shall not affect the construction hereof.



     Section 4.8. TRUSTEE MAKES NO REPRESENTATION. The Trustee makes no representation as to the
validity or sufficiency of this Supplemental Indenture. The recitals and statements herein are
deemed to be those of the Company and the New Guarantors and not of the Trustee.



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



	 	 	 	 	 
	 	FOUNDATION PA COAL COMPANY, LLC

 	 
	 	By:  	/s/ Frank J. Wood
 	 
	 	Name:  	Frank J. Wood 	 
	 	Title:  	Chief Financial Officer 	 
	 



[Signature Page to Supplemental Indenture to Senior Notes Indenture]




 









 





	 	 	 	 	 
	 	ALPHA NATURAL RESOURCES, INC.

 	 
	 	By:  	/s/ Vaughn R. Groves
 	 
	 	Name:  	Vaughn R. Groves 	 
	 	Title:  	Executive Vice President, General Counsel and Corporate Secretary 	 
	 



[Signature Page to Supplemental Indenture to Senior Notes Indenture]





 









 




	 	 	 	 	 
	 	ALPHA NATURAL RESOURCES, LLC
ALPHA NATURAL RESOURCES CAPITAL CORP.
ALPHA NATURAL RESOURCES SERVICES, LLC,

as New Guarantors

 	 
	 	By:  	/s/ Vaughn R. Groves
 	 
	 	Name:  	Vaughn R. Groves 	 
	 	Title:  	Executive Vice President, General
Counsel and Assistant Secretary 	 
	 
	 	ALPHA LAND AND RESERVES, LLC,

as New Guarantor

 	 
	 	By:  	/s/ Vaughn R. Groves
 	 
	 	Name:  	Vaughn R. Groves 	 
	 	Title:  	President, Manager and Assistant Secretary	 
	 
	 	AMFIRE WV, L.P.,

as New Guarantor	 
	 	By:  	AMFIRE Holdings, Inc.,
 	 
	 	 	as General Partner 	 
	 
	 	By:  	/s/ Vaughn R. Groves
 	 
	 	Name:  	Vaughn R. Groves 	 
	 	Title:  	Vice President and Assistant Secretary 	 



[Signature Page to Supplemental Indenture to Senior Notes Indenture]

 








 




	 	 	 	 	 
	 	ALPHA COAL SALES CO., LLC

ALPHA TERMINAL COMPANY, LLC

AMFIRE, LLC

AMFIRE HOLDINGS, INC.

AMFIRE MINING COMPANY, LLC

BLACK DOG COAL CORP.

BROOKS RUN MINING COMPANY, LLC

BUCHANAN ENERGY COMPANY, LLC

CALLAWAY LAND AND RESERVES, LLC

COBRA NATURAL RESOURCES, LLC

CORAL ENERGY SERVICES, LLC

DICKENSON-RUSSELL COAL COMPANY, LLC

DICKENSON-RUSSELL LAND AND RESERVES, LLC

ENTERPRISE LAND AND RESERVES, INC.

ENTERPRISE MINING COMPANY, LLC

ESPERANZA COAL CO., LLC

HERNDON PROCESSING COMPANY, LLC

KEPLER PROCESSING COMPANY, LLC

KINGWOOD MINING COMPANY, LLC

LITWAR PROCESSING COMPANY, LLC

MAXXIM REBUILD CO., LLC

MAXXIM SHARED SERVICES, LLC

MAXXUM CARBON RESOURCES, LLC

MCDOWELL-WYOMING COAL COMPANY LLC

NICEWONDER CONTRACTING, INC.

PALLADIAN HOLDINGS, LLC

PALLADIAN LIME, LLC

PARAMONT COAL COMPANY VIRGINIA, LLC

PREMIUM ENERGY, LLC

RIVERSIDE ENERGY COMPANY, LLC

SOLOMONS MINING COMPANY

TWIN STAR MINING, INC.

VIRGINIA ENERGY COMPANY, LLC

WHITE FLAME ENERGY, INC.,

as New Guarantors

 	 
	 	By:  	/s/ Vaughn R. Groves
 	 
	 	Name:  	Vaughn R. Groves 	 
	 	Title:  	Vice President and Assistant Secretary	 



[Signature Page to Supplemental Indenture to Senior Notes Indenture]


 







 




	 	 	 	 	 
	 	THE BANK OF NEW YORK MELLON,

     as Trustee

 	 
	 	By:  	/s/ Cheryl L. Clarke
 	 
	 	Name:  	Cheryl L. Clarke 	 
	 	Title:  	Vice President	 



[Signature Page to Supplemental Indenture to Senior Notes Indenture]

 














 




Annex A




NEW SUBSIDIARIES




ALPHA COAL SALES CO., LLC

ALPHA LAND AND RESERVES, LLC

ALPHA NATURAL RESOURCES, LLC

ALPHA NATURAL RESOURCES CAPITAL CORP.

ALPHA NATURAL RESOURCES SERVICES, LLC

ALPHA TERMINAL COMPANY, LLC

AMFIRE, LLC

AMFIRE HOLDINGS, INC.

AMFIRE MINING COMPANY, LLC

AMFIRE WV, L.P.

BLACK DOG COAL CORP.

BROOKS RUN MINING COMPANY, LLC

BUCHANAN ENERGY COMPANY, LLC

CALLAWAY LAND AND RESERVES, LLC

COBRA NATURAL RESOURCES, LLC

CORAL ENERGY SERVICES, LLC

DICKENSON-RUSSELL COAL COMPANY, LLC

DICKENSON-RUSSELL LAND AND RESERVES, LLC

ENTERPRISE LAND AND RESERVES, INC.

ENTERPRISE MINING COMPANY, LLC

ESPERANZA COAL CO., LLC

HERNDON PROCESSING COMPANY, LLC

KEPLER PROCESSING COMPANY, LLC

KINGWOOD MINING COMPANY, LLC

LITWAR PROCESSING COMPANY, LLC

MAXXIM REBUILD CO., LLC

MAXXIM SHARED SERVICES, LLC

MAXXUM CARBON RESOURCES, LLC

MCDOWELL-WYOMING COAL COMPANY, LLC

NICEWONDER CONTRACTING, INC.

PALLADIAN HOLDINGS, LLC

PALLADIAN LIME, LLC

PARAMONT COAL COMPANY VIRGINIA, LLC

PREMIUM ENERGY, LLC

RIVERSIDE ENERGY COMPANY, LLC

SOLOMONS MINING COMPANY

TWIN STAR MINING, INC.

VIRGINIA ENERGY COMPANY, LLC

WHITE FLAME ENERGY, INC.