EXHIBIT 4.3.2 

SUPPLEMENTAL INDENTURE 

SUPPLEMENTAL INDENTURE (this “*Supplemental Indenture*”), dated asof October 5, 2007, among Foundation PA Coal Terminal, LLC (the “*New Guarantor*”), a subsidiary of Foundation Coal Corporation, a Delaware corporation (“*Holdings*”), Foundation PA Coal Company, LLC (the“*Company*”) and The Bank of New York, as trustee under the Indenture referred to below (the “*Trustee*”). 

WI T N E S S E T H 

WHEREAS, the Company and the existing Guarantors have heretoforeexecuted and delivered to the Trustee an indenture (as amended, supplemented or otherwise modified, the “*Indenture*”), dated as of July 30, 2004 providing for the issuance of 7 1/4% Senior Notes due 2014 (the “*Notes*”); 

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

WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee, the Company and the existing Guarantors are authorized to execute and deliver thisSupplemental Indenture. 

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, thereceipt of which is hereby acknowledged, the New Guarantor, the Company and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows: 

1. DEFINED TERMS. Defined terms used herein without definition shall have the meanings assigned to them in the Indenture. 

2. AGREEMENT TO GUARANTEE. The New Guarantor hereby agrees, jointly and severally with all existing Guarantors (if any), to provide an unconditionalGuarantee 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 Indenture and the Notes and to perform all of the obligations and agreements of a Guarantor underthe Indenture. 

3. NO RECOURSE AGAINST OTHERS. No past, present or future director, manager, officer, employee, incorporator, stockholderor member of Holdings, any parent entity of Holdings or any Subsidiary, 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 respectof, 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 effectiveto waive liabilities under the federal securities laws. 

4. NOTICES. All notices or other communications to the New Guarantor shall begiven as provided in Section 12.02 of the Indenture. 

5. RATIFICATION OF INDENTURE; SUPPLEMENTAL INDENTURES PART OF INDENTURE. Exceptas expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for allpurposes, and every holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby. 

 

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6. GOVERNING LAW. THIS INDENTURE, THE NOTES AND THE NOTE GUARANTEES SHALL BE GOVERNED BY, AND CONSTRUEDIN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. 

7. COUNTERPARTS. The parties may sign any number of copies of this SupplementalIndenture. Each signed copy shall be an original, but all of them together represent the same agreement. 

8. EFFECT OF HEADINGS. TheSection headings herein are for convenience only and shall not affect the construction hereof. 

9. TRUSTEE MAKES NO REPRESENTATION. TheTrustee 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, Holdings, and New Guarantor and not of the Trustee. 

[Signature Page Follows] 

 

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

Dated: October 5, 2007 

 
FOUNDATION PA COAL TERMINAL, LLCBy: /s/ Frank J. Wood Name: Frank J. Wood Title: Vice PresidentFOUNDATION PA COAL COMPANY, LLCBy: /s/ James L. Anderson, Jr. Name: James L. Anderson, Jr. Title: Vice President
THE BANK OF NEW YORK

asTrustee
By: /s/ Cheryl L. Clarke Authorized Signatory
 

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