exhibit414.htm


Exhibit 4.14


 


FIFTH SUPPLEMENTAL INDENTURE


 


FIFTH SUPPLEMENTAL INDENTURE, dated as of June 13, 2011 (this “Supplemental Indenture”), by and among FOUNDATION PA COAL COMPANY, LLC, a Delaware limited liability company (the “Company”), ALPHA NATURAL RESOURCES, INC., a Delaware Corporation (the “Parent”), each Domestic Subsidiary of the Parent identified on Annex A hereto (each, a “New Guarantor” and together, the “New Guarantors”), 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, the Supplemental Indenture dated as of October 5, 2007, the Supplemental Indenture dated August 1, 2009, and the Supplemental Indenture dated February 2, 2011, 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, 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, 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


 


AMENDMENTS TO INDENTURE


 


Section 2.1.  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 2.2.  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


 


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 III


 


MISCELLANEOUS


 


Section 3.1.  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 3.2. 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 3.3.  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 3.4.  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 3.5.  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 3.6.  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.


 


Section 3.7.  EFFECT OF HEADINGS.  The Section headings herein are for convenience only and shall not affect the construction hereof.


 


Section 3.8.  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 and


Vice President







 


ALPHA NATURAL RESOURCES, INC.


 







 


By:       /s/ Frank J. Wood                                                        


Name:           Frank J. Wood


Title:           Executive Vice President, Chief


Financial Officer, Treasurer and


Assistant Secretary







 




  





  











  












	
 


A. T. MASSEY COAL COMPANY, INC.


(f/k/a Thunder Mining Company)


ALEX ENERGY, INC.


ALLIANCE COAL CORPORATION


ALPHA APPALACHIA SERVICES, INC.


(f/k/a Massey Coal Services, Inc.)


ALPHA APPALACHIA HOLDINGS, INC.


(f/k/a Massey Energy Company)


ALPHA EUROPEAN SALES, INC.


(f/k/a Massey European Sales, Inc.)


ALPHA GAS AND OIL COMPANY


(f/k/a Massey Gas & Oil Company)


APPALACHIA COAL SALES COMPANY, INC.


(f/k/a Massey Coal Sales Company, Inc.)


APPALACHIA HOLDING COMPANY


(f/k/a A.T. Massey Coal Company, Inc.)


ARACOMA COAL COMPANY, INC.


BANDMILL COAL CORPORATION


BANDYTOWN COAL COMPANY


BARNABUS LAND COMPANY


BELFRY COAL CORPORATION


BEN CREEK COAL COMPANY


BIG BEAR MINING COMPANY


BIG LAUREL MINING CORPORATION


BLACK KING MINE DEVELOPMENT CO.


BLACK MOUNTAIN RESOURCES LLC


BLUFF SPUR COAL CORPORATION


BOONE EAST DEVELOPMENT CO.


BOONE ENERGY COMPANY


BOONE WEST DEVELOPMENT CO.


BULL MOUNTAIN MINING CORPORATION


CAVE SPUR COAL LLC


CENTRAL PENN ENERGY COMPANY, INC.


CENTRAL WEST VIRGINIA ENERGY COMPANY


CERES LAND COMPANY


CLEAR FORK COAL COMPANY


CLOVERLICK COAL COMPANY LLC


CLOVERLICK MANAGEMENT LLC


CRYSTAL FUELS COMPANY


CUMBERLAND EQUIPMENT CORPORATION


CUMBERLAND RESOURCES CORPORATION


DEHUE COAL COMPANY


DELBARTON MINING COMPANY


DEMETER LAND COMPANY


DORCHESTER ASSOCIATES LLC


DORCHESTER ENTERPRISES, INCORPORATED


DOUGLAS POCAHONTAS COAL CORPORATION


DRIH CORPORATION


DUCHESS COAL COMPANY







 









	
EAGLE ENERGY, INC.


ELK RUN COAL COMPANY, INC.


EN ROUTE LLC


EXETER COAL CORPORATION


FOGLESONG ENERGY COMPANY


GOALS COAL COMPANY


GREEN VALLEY COAL COMPANY


GREYEAGLE COAL COMPANY


GUEST MOUNTAIN MINING CORPORATION


HADEN FARMS, INC.


HANNA LAND COMPANY, LLC


HARLAN RECLAMATION SERVICES LLC


HAZY RIDGE COAL COMPANY


HIGH SPLINT COAL LLC


HIGHLAND MINING COMPANY


HOPKINS CREEK COAL COMPANY


INDEPENDENCE COAL COMPANY, INC.


JACKS BRANCH COAL COMPANY


JOBONER COAL COMPANY


JST LAND COMPANY


JST MINING COMPANY


JST RESOURCES LLC


KANAWHA ENERGY COMPANY


KNOX CREEK COAL CORPORATION


LAUREN LAND COMPANY


LAXARE, INC.


LOGAN COUNTY MINE SERVICES, INC.


LONG FORK COAL COMPANY


LYNN BRANCH COAL COMPANY, INC.


MAGGARD BRANCH COAL LLC


MAJESTIC MINING, INC.


MARFORK COAL COMPANY, INC.


MARTIN COUNTY COAL CORPORATION


MEADOW BRANCH COAL LLC


MEADOW BRANCH MINING CORPORATION


MILL BRANCH COAL CORPORATION


MOUNTAIN MANAGEMENT, INCORPORATED


NEW MARKET LAND COMPANY


NEW RIDGE MINING COMPANY


NEW RIVER ENERGY CORPORATION


NICCO CORPORATION


NICHOLAS ENERGY COMPANY


NINE MILE SPUR LLC


NORTH FORK COAL CORPORATION


OMAR MINING COMPANY


OSAKA MINING CORPORATION


PANTHER MINING LLC


PEERLESS EAGLE COAL CO.


PERFORMANCE COAL COMPANY


PETER CAVE MINING COMPANY


PIGEON CREEK PROCESSING CORPORATION


PILGRIM MINING COMPANY, INC.


POWELL RIVER RESOURCES CORPORATION


POWER MOUNTAIN COAL COMPANY













	

RAVEN RESOURCES, INC.




RAWL SALES & PROCESSING, CO.


RESOURCE DEVELOPMENT LLC


RESOURCE LAND COMPANY LLC


ROAD FORK DEVELOPMENT COMPANY, INC.


ROBINSON-PHILLIPS COAL COMPANY


RODA RESOURCES LLC


ROSTRAVER ENERGY COMPANY


RUM CREEK COAL SALES, INC.


RUSSELL FORK COAL COMPANY


SC COAL CORPORATION


SCARLET DEVELOPMENT COMPANY


SHANNON-POCAHONTAS COAL CORPORATION


SHANNON-POCAHONTAS MINING COMPANY


SHENANDOAH CAPITAL MANAGEMENT CORP.


SIDNEY COAL COMPANY, INC.


SPARTAN MINING COMPANY


STILLHOUSE MINING LLC


STIRRAT COAL COMPANY


STONE MINING COMPANY


SUPPORT MINING COMPANY


SYCAMORE FUELS, INC.


TALON LOADOUT COMPANY


T.C.H. COAL CO.


TENNESSEE CONSOLIDATED COAL COMPANY


TENNESSEE ENERGY CORP.


TOWN CREEK COAL COMPANY


TRACE CREEK COAL COMPANY


TUCSON LIMITED LIABILITY COMPANY


VANTAGE MINING COMPANY


WEST KENTUCKY ENERGY COMPANY


WHITE BUCK COAL COMPANY


WILLIAMS MOUNTAIN COAL COMPANY


WINIFREDE COAL CORPORATION


WYOMAC COAL COMPANY, INC.


as New Guarantors







 


By:       /s/ Vaughn R. Groves                                                        


Name:         Vaughn R. Groves


Title:           Vice President and Secretary

















THE BANK OF NEW YORK MELLON


as Trustee







 


By:       /s/ Leslie Lockhart                                                        


Name:         Leslie Lockhart


Title:           Senior Associate







Annex A




  





  











  











NEW GUARANTORS







A. T. MASSEY COAL COMPANY, INC.


(f/k/a Thunder Mining Company)


ALEX ENERGY, INC.


ALLIANCE COAL CORPORATION


ALPHA APPALACHIA SERVICES, INC.


(f/k/a Massey Coal Services, Inc.)



ALPHA APPALACHIA HOLDINGS, INC.





(f/k/a Massey Energy Company)



ALPHA EUROPEAN SALES, INC.





(f/k/a Massey European Sales, Inc.)



ALPHA GAS AND OIL COMPANY





(f/k/a Massey Gas & Oil Company)












































APPALACHIA COAL SALES COMPANY, INC.


(f/k/a Massey Coal Sales Company, Inc.)



APPALACHIA HOLDING COMPANY





(f/k/a A.T. Massey Coal Company, Inc.)
















ARACOMA COAL COMPANY, INC.


BANDMILL COAL CORPORATION


BANDYTOWN COAL COMPANY


BARNABUS LAND COMPANY


BELFRY COAL CORPORATION


BEN CREEK COAL COMPANY


BIG BEAR MINING COMPANY


BIG LAUREL MINING CORPORATION


BLACK KING MINE DEVELOPMENT CO.


BLACK MOUNTAIN RESOURCES LLC


BLUFF SPUR COAL CORPORATION


BOONE EAST DEVELOPMENT CO.


BOONE ENERGY COMPANY


BOONE WEST DEVELOPMENT CO.


BULL MOUNTAIN MINING CORPORATION


CAVE SPUR COAL LLC


CENTRAL PENN ENERGY COMPANY, INC.


CENTRAL WEST VIRGINIA ENERGY COMPANY


CERES LAND COMPANY


CLEAR FORK COAL COMPANY


CLOVERLICK COAL COMPANY LLC


CLOVERLICK MANAGEMENT LLC


CRYSTAL FUELS COMPANY


CUMBERLAND EQUIPMENT CORPORATION


CUMBERLAND RESOURCES CORPORATION


 


 




  





  











  






 


DEHUE COAL COMPANY


DELBARTON MINING COMPANY


DEMETER LAND COMPANY


DORCHESTER ASSOCIATES LLC


DORCHESTER ENTERPRISES, INCORPORATED


DOUGLAS POCAHONTAS COAL CORPORATION


DRIH CORPORATION


DUCHESS COAL COMPANY


EAGLE ENERGY, INC.


ELK RUN COAL COMPANY, INC.


EN ROUTE LLC


EXETER COAL CORPORATION


FOGLESONG ENERGY COMPANY


GOALS COAL COMPANY


GREEN VALLEY COAL COMPANY


GREYEAGLE COAL COMPANY


GUEST MOUNTAIN MINING CORPORATION


HADEN FARMS, INC.


HANNA LAND COMPANY, LLC


HARLAN RECLAMATION SERVICES LLC


HAZY RIDGE COAL COMPANY


HIGH SPLINT COAL LLC


HIGHLAND MINING COMPANY


HOPKINS CREEK COAL COMPANY


INDEPENDENCE COAL COMPANY, INC.


JACKS BRANCH COAL COMPANY


JOBONER COAL COMPANY


JST LAND COMPANY


JST MINING COMPANY


JST RESOURCES LLC


KANAWHA ENERGY COMPANY


KNOX CREEK COAL CORPORATION


LAUREN LAND COMPANY


LAXARE, INC.


LOGAN COUNTY MINE SERVICES, INC.


LONG FORK COAL COMPANY


LYNN BRANCH COAL COMPANY, INC.


MAGGARD BRANCH COAL LLC


MAJESTIC MINING, INC.


MARFORK COAL COMPANY, INC.


MARTIN COUNTY COAL CORPORATION


MEADOW BRANCH COAL LLC


MEADOW BRANCH MINING CORPORATION


MILL BRANCH COAL CORPORATION


MOUNTAIN MANAGEMENT, INCORPORATED


NEW MARKET LAND COMPANY


NEW RIDGE MINING COMPANY


NEW RIVER ENERGY CORPORATION


 


 




  





  











  






 


NICCO CORPORATION


NICHOLAS ENERGY COMPANY


NINE MILE SPUR LLC


NORTH FORK COAL CORPORATION


OMAR MINING COMPANY


OSAKA MINING CORPORATION


PANTHER MINING LLC


PEERLESS EAGLE COAL CO.


PERFORMANCE COAL COMPANY


PETER CAVE MINING COMPANY


PIGEON CREEK PROCESSING CORPORATION


PILGRIM MINING COMPANY, INC.


POWELL RIVER RESOURCES CORPORATION


POWER MOUNTAIN COAL COMPANY


RAVEN RESOURCES, INC.


RAWL SALES & PROCESSING, CO.


RESOURCE DEVELOPMENT LLC


RESOURCE LAND COMPANY LLC


ROAD FORK DEVELOPMENT COMPANY, INC.


ROBINSON-PHILLIPS COAL COMPANY


RODA RESOURCES LLC


ROSTRAVER ENERGY COMPANY


RUM CREEK COAL SALES, INC.


RUSSELL FORK COAL COMPANY


SC COAL CORPORATION


SCARLET DEVELOPMENT COMPANY


SHANNON-POCAHONTAS COAL CORPORATION


SHANNON-POCAHONTAS MINING COMPANY


SHENANDOAH CAPITAL MANAGEMENT CORP.


SIDNEY COAL COMPANY, INC.


SPARTAN MINING COMPANY


STILLHOUSE MINING LLC


STIRRAT COAL COMPANY


STONE MINING COMPANY


SUPPORT MINING COMPANY


SYCAMORE FUELS, INC.


TALON LOADOUT COMPANY


T.C.H. COAL CO.


TENNESSEE CONSOLIDATED COAL COMPANY


TENNESSEE ENERGY CORP.


TOWN CREEK COAL COMPANY


TRACE CREEK COAL COMPANY


TUCSON LIMITED LIABILITY COMPANY


VANTAGE MINING COMPANY


WEST KENTUCKY ENERGY COMPANY


WHITE BUCK COAL COMPANY


WILLIAMS MOUNTAIN COAL COMPANY


WINIFREDE COAL CORPORATION


WYOMAC COAL COMPANY, INC.