SEVENTH SUPPLEMENTAL INDENTURE
Exhibit 4.16
Execution Copy
Seventh Supplemental Indenture (this “Supplemental Indenture”), dated as of July 12,
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), Alpha Natural Resources, Inc., as successor by merger to Alpha NR Holding, Inc. as parent
guarantor, Xxxxx Fargo Bank, National Association, as trustee under the Indenture referred to below
(the “Trustee”), and the following wholly-owned subsidiary of the Company (the “Guaranteeing
Subsidiary”): Cobra Natural Resources, 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, the Fifth Supplemental Indenture thereto, dated as of May 1,
2006, and the Sixth Supplemental Indenture thereto, dated as of January 10, 2007, the “Indenture”),
providing for the issuance of 10% Senior Notes due 2012 (the “Notes”);
WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiary
shall execute and deliver to the Trustee a supplemental indenture pursuant to which the
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, the Guaranteeing Subsidiary 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. The 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 the Guaranteeing Subsidiary, as
such, shall have any liability for any obligations of the Issuers or the 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 Subsidiary
and the Issuers.
[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
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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 Subsidiary: | ||||||
| COBRA NATURAL RESOURCES, LLC | ||||||
| By: | /s/ Xxxxxx X. Xxxxxx | |||||
| Co-Issuers: | ||||||
| ALPHA NATURAL RESOURCES, LLC ALPHA NATURAL RESOURCES CAPITAL CORP. |
||||||
| By: | /s/ Xxxxxx X. Xxxxxx | |||||
| Parent Guarantor: | ||||||
| ALPHA NATURAL RESOURCES, INC. | ||||||
| By: | /s/ Xxxxxx X. Xxxxxx | |||||
| Existing Guarantors: | ||||||
| ALPHA COAL SALES CO., LLC ALPHA NATURAL RESOURCES SERVICES, LLC ALPHA TERMINAL COMPANY, LLC AMFIRE, LLC AMFIRE HOLDINGS, INC. AMFIRE MINING COMPANY, LLC BLACK DOG COAL CORP. XXXXXX RUN MINING COMPANY, LLC XXXXXXXX ENERGY COMPANY, LLC CALLAWAY NATURAL RESOURCES, INC. CALLAWAY LAND AND RESERVES, LLC 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 |
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[Signature Page to Seventh Supplemantal Indenture]
| 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. PALLADIAN HOLDINGS, LLC PALLADIAN LIME, LLC 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 | |||||
| ALPHA LAND AND RESERVES, LLC | ||||||
| By: | /s/ Xxxxxx X. Xxxxxx | |||||
| AMFIRE WV, L.P. | ||||||
| By: | AMFIRE Holdings, Inc., | |||||
| Its General Partner | ||||||
| By: | /s/ Xxxxxx X. Xxxxxx | |||||
| Trustee: | ||||||
| XXXXX FARGO BANK, NATIONAL ASSOCIATION | ||||||
| By: | ||||||
[Signature Page to Seventh Supplemantal Indenture]
