SUPPLEMENTAL INDENTURE NO. 2
Exhibit 4.5
SUPPLEMENTAL XXXXXXXXX XX. 0
XXXXXXXXXXXX XXXXXXXXX No. 2 (this “Supplemental Indenture No. 2”), dated as of June 1, 2011, among the entities listed on Schedule I hereto (the “Xxxxxx Guarantors”), Alpha Natural Resources, Inc., a Delaware corporation (the “Issuer”), the Guarantors listed on the signature pages to the Supplemental Indenture No. 1 (as defined below) (the “Guarantors”) and Union Bank, N.A., a national banking association, as trustee under the Indenture referred to below (the “Trustee”).
W I T N E S S E T H
WHEREAS, the Issuer and the existing Guarantors have heretofore executed and delivered to the Trustee a base indenture, dated as of June 1, 2011 (as amended, supplemented or otherwise modified from time to time, the “Base Indenture,” and as supplemented by the Supplemental Indenture No. 1., dated as of June 1, 2011, as amended, supplemented or otherwise modified from time to time, the “Supplemental Indenture No. 1” and together with the Base Indenture, the “Indenture”), providing for, inter alia, the issuance of a series of $800,000,000 6% Senior Notes due 2019 (the “2019 Notes”) and a series of $700,000,000 6.25% Senior Notes due 2021 (the “2021 Notes,” and together with the 2019 Notes, the “Notes”);
WHEREAS, Section 4.13 of the Supplemental Indenture No. 1 provides that under certain circumstances the Xxxxxx Guarantors shall execute and deliver to the Trustee a supplemental indenture pursuant to which the Xxxxxx Guarantors shall unconditionally guarantee all of the Issuer’s Obligations under the Notes and the Indenture on the terms and conditions set forth herein (the “Note Guarantees”); and
WHEREAS, pursuant to Section 8.01 of the Supplemental Indenture No. 1, the Trustee, the Issuer and the existing Guarantors are authorized to execute and deliver this Supplemental Indenture No 2.
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Xxxxxx Guarantors, the Issuer, the existing Guarantors 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. Each of the Xxxxxx Guarantors hereby agrees, jointly and severally with all existing Guarantors, to provide an unconditional Guarantee on the terms and subject to the conditions set forth in Article 9 of the Supplemental Indenture No. 1 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 under the Indenture.
3. NO RECOURSE AGAINST OTHERS. A director, manager, officer, employee, incorporator, member or stockholder of the Issuer or any of the Guarantors, as such, will not have any liability for any obligations of the Issuer or the Guarantors under the Notes, the Note Guarantees or the Indenture or for any claim based on, in respect of, or by reason of, such
obligations or their creation. Each Holder by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for the issuance of the Notes.
4. NOTICES. All notices or other communications to the Xxxxxx Guarantors shall be given as provided in Section 11.09 of the Supplemental Indenture No. 1.
5. RATIFICATION OF INDENTURE; SUPPLEMENTAL INDENTURES PART OF INDENTURE. Except as expressly amended hereby, each of the Base Indenture and Supplemental Indenture No. 1 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 No. 2 shall form a part of the Indenture for all purposes, and every holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby.
6. NEW YORK LAW TO GOVERN. THIS SUPPLEMENTAL INDENTURE NO. 2. AND THE NOTES SHALL EACH BE DEEMED TO BE A CONTRACT UNDER THE LAWS OF THE STATE OF NEW YORK, AND FOR ALL PURPOSES SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.
7. DUPLICATE ORIGINALS. The parties may sign any number of copies of this Supplemental Indenture No. 2. Each signed copy shall be an original, but all of them together represent the same agreement. Delivery of an executed counterpart by facsimile shall be effective as delivery of a manually executed counterpart thereof.
8. EFFECT OF HEADINGS. The Section headings in this Supplemental Indenture No. 2 are for convenience only and shall not affect the construction hereof.
9. TRUSTEE MAKES NO REPRESENTATION. The Trustee makes no representation as to the validity or sufficiency of this Supplemental Indenture No. 2.
[Signature pages follow]
SIGNATURES
IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed, all as of June 1, 2011.
| ALPHA NATURAL RESOURCES, INC. | ||||
| By: | /s/ Xxxxxx X. Xxxxxx | |||
| Name: | Xxxxxx X. Xxxxxx | |||
| Title: | Executive Vice President, General Counsel and Secretary | |||
[Signature Page to Supplemental Indenture No. 2]
| ALPHA AMERICAN COAL COMPANY, LLC |
| ALPHA AMERICAN COAL HOLDING, LLC |
| ALPHA COAL RESOURCES COMPANY, LLC |
| ALPHA COAL SALES CO., LLC ALPHA COAL WEST, INC. |
| ALPHA ENERGY SALES, LLC ALPHA INDIA, LLC |
| ALPHA MIDWEST HOLDING COMPANY |
| ALPHA PA COAL TERMINAL, LLC |
| ALPHA WYOMING LAND COMPANY, LLC |
| XXXXXXX HOLDINGS INC. |
| CASTLE GATE HOLDING COMPANY |
| COAL GAS RECOVERY, LLC |
| DELTA MINE HOLDING COMPANY |
| DRY SYSTEMS TECHNOLOGIES, INC. |
| ENERGY DEVELOPMENT CORPORATION |
| FOUNDATION MINING, LLC FOUNDATION PA COAL COMPANY, LLC |
| FOUNDATION ROYALTY COMPANY |
| FREEPORT MINING, LLC |
| FREEPORT RESOURCES COMPANY, LLC XXX CREEK HOLDING, LLC |
| KINGSTON MINING, INC. |
| KINGSTON PROCESSING, INC. |
| KINGSTON RESOURCES, INC. |
| LAUREL CREEK CO., INC. |
| MAPLE MEADOW MINING COMPANY |
| NEWEAGLE COAL SALES CORP. |
| NEWEAGLE DEVELOPMENT CORP. |
| NEWEAGLE INDUSTRIES, INC. |
| NEWEAGLE MINING CORP. |
| XXXXX PROCESSING INC. |
| XXXXXXX BRANCH MINING, INC. |
| PENNSYLVANIA LAND HOLDINGS COMPANY, LLC |
| PENNSYLVANIA SERVICES CORPORATION |
| PIONEER FUEL CORPORATION |
| PIONEER MINING, INC. |
| PLATEAU MINING CORPORATION |
| RED ASH SALES COMPANY, INC. |
| RIVER PROCESSING CORPORATION |
| RIVEREAGLE CORP. |
| RIVERTON COAL PRODUCTION INC. |
| RIVERTON COAL SALES, INC. |
| ROCKSPRING DEVELOPMENT, INC. |
| [continued on next page] |
[Signature Page to Supplemental Indenture No. 2]
| RUHRKOHLE TRADING CORPORATION |
| XXXXXXX FORK MINING, INC. |
| WABASH MINE HOLDING COMPANY |
| XXXXXXX HOLDING COMPANY |
| By: | /s/ Xxxxxx X. Xxxxxx | |||
| Name: | Xxxxxx X. Xxxxxx | |||
| Title: | Vice President and Secretary | |||
| ALPHA SHIPPING AND CHARTERING, LLC | ||||
| By: | /s/ Xxxxxx X. Xxxxxx | |||
| Name: | Xxxxxx X. Xxxxxx | |||
| Title: | Vice President and Assistant Secretary | |||
| ALPHA LAND AND RESERVES, LLC | ||||
| By: | /s/ Xxxxxx X. Xxxxxx | |||
| Name: | Xxxxxx X. Xxxxxx | |||
| Title: | President and Manager | |||
| ALPHA NATURAL RESOURCES, LLC |
| ALPHA NATURAL RESOURCES SERVICES, LLC |
| By: | /s/ Xxxxxx X. Xxxxxx | |||
| Name: | Xxxxxx X. Xxxxxx | |||
| Title: | Executive Vice President, General Counsel and Assistant Secretary | |||
[Signature Page to Supplemental Indenture No. 2]
| ALPHA TERMINAL COMPANY, LLC AMFIRE, LLC AMFIRE HOLDINGS, LLC AMFIRE MINING COMPANY, LLC AXIOM EXCAVATING AND GRADING SERVICES, LLC BLACK DOG COAL, LLC XXXXXX RUN MINING COMPANY, LLC XXXXXXXX ENERGY COMPANY, LLC CALLAWAY LAND AND RESERVES, LLC COBRA NATURAL RESOURCES, LLC CORAL ENERGY SERVICES, LLC XXXXXXXXX-XXXXXXX COAL COMPANY, LLC XXXXXXXXX-XXXXXXX LAND AND RESERVES, LLC ENTERPRISE LAND AND RESERVES, LLC ENTERPRISE MINING COMPANY, LLC XXXXXXXXX COAL CO., LLC XXXXXXX PROCESSING COMPANY, LLC XXXXXX PROCESSING COMPANY, LLC KINGWOOD MINING COMPANY, LLC LITWAR PROCESSING COMPANY, LLC MAXXIM REBUILD CO., LLC MAXXIM SHARED SERVICES, LLC MAXXUM CARBON RESOURCES, LLC XXXXXXXX-WYOMING COAL COMPANY LLC XXXXXXXXXX CONTRACTING, INC. 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. |
| By: | /s/ Xxxxxx X. Xxxxxx | |||
| Name: | Xxxxxx X. Xxxxxx | |||
| Title: | Vice President | |||
[Signature Page to Supplemental Indenture No. 2]
| AMFIRE WV, L.P. | ||||
| By: | AMFIRE Holdings, LLC, as General Partner | |||
| By: | /s/ Xxxxxx X. Xxxxxx | |||
| Name: | Xxxxxx X. Xxxxxx | |||
| Title: | Vice President | |||
| CUMBERLAND COAL RESOURCES, LP | ||||
| By: | Pennsylvania Services Corporation, as General Partner | |||
| By: | /s/ Xxxxxx X. Xxxxxx | |||
| Name: | Xxxxxx X. Xxxxxx | |||
| Title: | Vice President and Secretary | |||
| EMERALD COAL RESOURCES, LP | ||||
| By: | Pennsylvania Services Corporation, as General Partner | |||
| By: | /s/ Xxxxxx X. Xxxxxx | |||
| Name: | Xxxxxx X. Xxxxxx | |||
| Title: | Vice President and Secretary | |||
[Signature Page to Supplemental Indenture No. 2]
| ALPHA AUSTRALIA, LLC |
| ALPHA AUSTRALIA SERVICES, LLC |
| ALPHA NATURAL RESOURCES INTERNATIONAL, LLC |
| ALPHA SUB FIVE, LLC |
| ALPHA SUB FOUR, LLC |
| ALPHA SUB ONE, LLC |
| ALPHA SUB THREE, LLC |
| ALPHA SUB TWO, LLC |
| By: | /s/ Xxxxxx X. Xxxxxx | |||
| Name: | Xxxxxx X. Xxxxxx | |||
| Title: | President, Manager and Secretary | |||
| MOUNTAIN MERGER SUB, INC. | ||||
| By: | /s/ Xxxxxx X. Xxxxxx | |||
| Name: | Xxxxxx X. Xxxxxx | |||
| Title: | Executive Vice President, General Counsel and Secretary | |||
[Signature Page to Supplemental Indenture No. 2]
Dated as of June 1, 2011
| ALPHA APPALACHIA HOLDINGS, INC. | ||||
| By: | /s/ Xxxxxx X. Xxxxxx | |||
| Name: | Xxxxxx X. Xxxxxx | |||
| Title: | Executive Vice President, General Counsel and Secretary | |||
[Signature Page to Supplemental Indenture No. 2]
| ALEX ENERGY, INC. ALLIANCE COAL CORPORATION ALPHA APPALACHIA SERVICES, INC. ALPHA EUROPEAN SALES, INC. ALPHA GAS AND OIL COMPANY APPALACHIA COAL SALES COMPANY, INC. APPALACHIA HOLDING COMPANY ARACOMA COAL COMPANY, INC. A. T. XXXXXX 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 XXXXX EAST DEVELOPMENT CO. XXXXX ENERGY COMPANY XXXXX 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 XXXXXXX POCAHONTAS COAL CORPORATION DRIH CORPORATION DUCHESS COAL COMPANY EAGLE ENERGY, INC |
| [continued on next page] |
[Signature Page to Supplemental Indenture No. 2]
| ELK RUN COAL COMPANY, INC. EN ROUTE LLC EXETER COAL CORPORATION XXXXXXXXX ENERGY COMPANY GOALS COAL COMPANY GREEN VALLEY COAL COMPANY GREYEAGLE COAL COMPANY GUEST MOUNTAIN MINING CORPORATION XXXXX FARMS, INC. XXXXX LAND COMPANY, LLC XXXXXX RECLAMATION SERVICES LLC HAZY RIDGE COAL COMPANY HIGH SPLINT COAL LLC HIGHLAND MINING COMPANY XXXXXXX 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 XXXX CREEK COAL CORPORATION LAUREN LAND COMPANY LAXARE, INC XXXXX COUNTY MINE SERVICES, INC. LONG FORK COAL COMPANY XXXX XXXXXX COAL COMPANY, INC. XXXXXXX BRANCH COAL LLC MAJESTIC MINING, INC. MARFORK COAL COMPANY, INC. XXXXXX 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 XXXXXXXX ENERGY COMPANY NINE MILE SPUR LLC NORTH FORK COAL CORPORATION |
| [continued on next page] |
[Signature Page to Supplemental Indenture No. 2]
| OMAR MINING COMPANY OSAKA MINING CORPORATION PANTHER MINING LLC PEERLESS EAGLE COAL CO. PERFORMANCE COAL COMPANY XXXXX XXXX MINING COMPANY PIGEON CREEK PROCESSING CORPORATION PILGRIM MINING COMPANY, INC. XXXXXX RIVER RESOURCES CORPORATION POWER MOUNTAIN COAL COMPANY RAVEN RESOURCES, INC. XXXX SALES & PROCESSING CO. RESOURCE DEVELOPMENT LLC RESOURCE LAND COMPANY LLC ROAD FORK DEVELOPMENT COMPANY, INC. XXXXXXXX-XXXXXXXX COAL COMPANY RODA RESOURCES LLC ROSTRAVER ENERGY COMPANY RUM CREEK COAL SALES, INC. XXXXXXX FORK COAL COMPANY SC COAL CORPORATION SCARLET DEVELOPMENT COMPANY XXXXXXX-POCAHONTAS COAL CORPORATION XXXXXXX-POCAHONTAS MINING COMPANY SHENANDOAH CAPITAL MANAGEMENT CORP. XXXXXX COAL COMPANY, INC. SPARTAN MINING COMPANY STILLHOUSE MINING LLC XXXXXXX COAL COMPANY STONE MINING COMPANY SUPPORT MINING COMPANY SYCAMORE FUELS, INC. T. C. H. COAL CO. TALON LOADOUT COMPANY 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 |
| [continued on next page] |
[Signature Page to Supplemental Indenture No. 2]
| XXXXXXXX MOUNTAIN COAL COMPANY |
| WINIFREDE COAL CORPORATION |
| WYOMAC COAL COMPANY, INC. |
| By: | /s/ Xxxxxx X. Xxxxxx | |||
| Name: | Xxxxxx X. Xxxxxx | |||
| Title: | Vice President and Secretary | |||
[Signature Page to Supplemental Indenture No. 2]
| UNION BANK, N.A. | ||||
| By: | /s/ Xxxxx Xxxxx | |||
| Name: | Xxxxx Xxxxx | |||
| Title: | Vice President | |||
[Signature Page to Supplemental Indenture No. 2]
