Exhibit 4.12
FOURTH SUPPLEMENTAL
INDENTURE
FOURTH SUPPLEMENTAL INDENTURE, dated as of
February 2, 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, and the Supplemental Indenture dated August 1, 2009, 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:
Facsimile No.: (276)
623-4321
Attention: Office of General
Counsel