SIXTH SUPPLEMENTAL INDENTURE
EXHIBIT
4.8
SIXTH
SUPPLEMENTAL INDENTURE
SIXTH
SUPPLEMENTAL INDENTURE
(this
“Supplemental
Indenture”),
dated
as of January 10, 2007, among Alpha Natural Resources, LLC (or its permitted
successor), a Delaware limited liability company (the “Company”),
Alpha
Natural Resources Capital Corp. (“Alpha
Capital”
and,
together with the Company, the “Issuers”),
the
existing Guarantors (as defined in the Indenture referred to herein), Xxxxx
Fargo Bank, National Association, as trustee under the Indenture referred to
below (the “Trustee”),
and
the following wholly-owned indirect subsidiaries of the Company (the
“Guaranteeing
Subsidiaries”):
Palladian Holdings, LLC, a Delaware limited liability company, and Palladian
Lime, LLC, a Delaware limited liability company.
W
I T N E
S S E T H
WHEREAS,
the Issuers have heretofore executed and delivered to the Trustee an indenture,
dated as of May 18, 2004 (as supplemented by the First Supplemental Indenture
thereto, dated as of February 1, 2005, the Second Supplemental Indenture
thereto, dated as of March 30, 2005, the Third Supplemental Indenture thereto,
dated as of October 26, 2005, the Fourth Supplemental Indenture thereto,
dated as of January 3, 2006, and the Fifth Supplemental Indenture thereto,
dated as of May 1, 2006, the “Indenture”),
providing for the issuance of 10% Senior Notes due 2012 (the “Notes”);
WHEREAS,
the Indenture provides that under certain circumstances the Guaranteeing
Subsidiaries
shall
execute and deliver to the Trustee a supplemental indenture pursuant to which
each Guaranteeing Subsidiary shall unconditionally guarantee all of the Issuers’
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 is 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, each of the
Guaranteeing Subsidiaries and the Trustee mutually covenant and agree for the
equal and ratable benefit of the Holders of the Notes as follows:
1. CAPITALIZED
TERMS.
Capitalized terms used herein without definition shall have the meanings
assigned to them in the Indenture.
2. AGREEMENT
TO GUARANTEE.
Each
Guaranteeing Subsidiary hereby agrees to provide an unconditional Guarantee
on
the terms and subject to the conditions set forth in the Note Guarantee and
in
the Indenture including but not limited to Article 10 thereof.
4. NO
RECOURSE AGAINST OTHERS.
No
past, present or future director, manager, officer, employee, incorporator,
member, stockholder or agent of a Guaranteeing Subsidiary, as such, shall have
any liability for any obligations of the Issuers or such Guaranteeing Subsidiary
under the Notes, any Note Guarantees, the Indenture or this Supplemental
Indenture or for any claim based on, in respect of, or by reason of, such
obligations or their creation. Each Holder of the 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. Such waiver may not be effective to
waive liabilities under the federal securities laws and it is the view of the
SEC that such a waiver is against public policy.
5. NEW
YORK
LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE
USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE WITHOUT GIVING EFFECT TO APPLICABLE
PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS
OF
ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.
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.
7. EFFECT
OF
HEADINGS.
The
Section headings herein are for convenience only and shall not affect the
construction hereof.
8. THE
TRUSTEE.
The
Trustee shall not be responsible in any manner whatsoever for or in respect
of
the validity or sufficiency of this Supplemental Indenture or for or in respect
of the recitals contained herein, all of which recitals are made solely by
the
Guaranteeing Subsidiaries and the Issuers.
[REMAINDER
OF THIS PAGE INTENTIONALLY LEFT BLANK]
IN
WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture
to
be duly executed and attested, all as of the date first above
written.
GUARANTEEING
SUBSIDIARIES:
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||||
PALLADIAN
HOLDINGS, LLC
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By:
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/s/
Xxxxxx X. Xxxxxx
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Xxxxxx
X. Xxxxxx, Vice President
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||||
PALLADIAN
LIME, LLC
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||||
By:
|
/s/
Xxxxxx X. Xxxxxx
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|||
Xxxxxx
X. Xxxxxx, Vice President
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||||
CO-ISSUERS:
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||||
ALPHA
NATURAL RESOURCES, LLC
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||||
ALPHA
NATURAL RESOURCES CAPITAL CORP.
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||||
By:
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/s/
Xxxxxx X. Xxxxxx
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|||
Xxxxxx
X. Xxxxxx, Vice President
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||||
PARENT
GUARANTOR:
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||||
ALPHA
NR HOLDING, INC.
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||||
By:
|
/s/
Xxxxxx X. Xxxxxx
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|||
Xxxxxx
X. Xxxxxx, Vice President
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||||
EXISTING
GUARANTORS:
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||||
ALPHA
COAL SALES CO., LLC
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||||
ALPHA
NATURAL RESOURCES SERVICES, LLC
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||||
ALPHA
TERMINAL COMPANY, LLC
|
||||
AMFIRE,
LLC
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||||
AMFIRE
HOLDINGS, INC.
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||||
AMFIRE
MINING COMPANY, LLC
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||||
BLACK
DOG COAL CORP.
|
||||
XXXXXX
RUN MINING COMPANY, LLC
|
||||
XXXXXXXX
ENERGY COMPANY, LLC
|
||||
CALLAWAY
NATURAL RESOURCES, INC.
|
||||
CALLAWAY
LAND AND RESERVES, LLC
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||||
XXXXXXXXX-XXXXXXX
COAL COMPANY, LLC
|
XXXXXXXXX-XXXXXXX
LAND AND RESERVES, LLC
|
||||
ENTERPRISE
LAND AND RESERVES, INC.
|
||||
ENTERPRISE
MINING COMPANY, LLC
|
||||
XXXXXXXXX
COAL CO., LLC
|
||||
XXXXXXX
PROCESSING COMPANY, LLC
|
||||
XXXXXX
PROCESSING COMPANY, LLC
|
||||
KINGWOOD
MINING COMPANY, LLC
|
||||
LITWAR
PROCESSING COMPANY, LLC
|
||||
MATE
CREEK ENERGY, LLC
|
||||
MAXXIM
REBUILD CO., LLC
|
||||
MAXXIM
SHARED SERVICES, LLC
|
||||
MAXXUM
CARBON RESOURCES, LLC
|
||||
XXXXXXXX-WYOMING
COAL COMPANY, LLC
|
||||
XXXXXXXXXX
CONTRACTING, INC.
|
||||
PARAMONT
COAL COMPANY VIRGINIA, LLC
|
||||
POWERS
SHOP, LLC
|
||||
PREMIUM
ENERGY, LLC
|
||||
RIVERSIDE
ENERGY COMPANY, LLC
|
||||
SOLOMONS
MINING COMPANY
|
||||
TWIN
STAR MINING, INC.
|
||||
VIRGINIA
ENERGY COMPANY, LLC
|
||||
WHITE
FLAME ENERGY, INC.
|
||||
By:
|
/s/
Xxxxxx X. Xxxxxx
|
|||
Xxxxxx
X. Xxxxxx, Vice President
|
||||
ALPHA
LAND AND RESERVES, LLC
|
||||
By:
|
/s/
Xxxxxx X. Xxxxxx
|
|||
Xxxxxx
X. Xxxxxx, President
|
||||
AMFIRE
WV, L.P.
|
||||
By:
|
AMFIRE
Holdings, Inc.,
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|||
Its
General Partner
|
||||
By:
|
/s/
Xxxxxx X. Xxxxxx
|
|||
Xxxxxx
X. Xxxxxx, Vice President
|
||||
TRUSTEE:
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||||
XXXXX
FARGO BANK, NATIONAL ASSOCIATION
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||||
By:
|
/s/
Xxxxxx X. X’Xxxxxxx
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Authorized
Signatory
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