Massey Energy Co

SECURITIES AND EXCHANGE COMMISSION

FORM 8-K Current report filing

Filing Date: 2011-06-14 | Period of Report: 2011-06-14 SEC Accession No. 0001301063-11-000122

(HTML Version on secdatabase.com)

FILER MASSEY ENERGY CO Mailing Address Business Address 4 NORTH 4TH STREET 4 NORTH 4TH STREET CIK:37748| IRS No.: 950740960 | State of Incorp.:DE | Fiscal Year End: 1231 RICHMOND VA 23219 RICHMOND VA 23219 Type: 8-K | Act: 34 | File No.: 001-07775 | Film No.: 11910696 9493492000 SIC: 1221 Bituminous coal & lignite surface mining

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 14, 2011 (June 9, 2011) ALPHA APPALACHIA HOLDINGS, INC. (Exact name of registrant as specified in its charter)

Delaware 001-7775 95-0740960 (State or other jurisdiction of (Commission File Number) (I.R.S. Employer incorporation) Identification No.)

One Alpha Place, P.O. Box 2345, Abingdon, VA 24212 (Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (276) 619-4410

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Foundation Senior Notes Supplemental Indenture

On June 13, 2011, Foundation PA Coal Company, LLC, Alpha Natural Resources, Inc. (“Alpha”), Alpha Appalachia Holdings, Inc. (formerly Massey Energy Company, “Massey”), certain wholly owned subsidiaries of Massey (the “Subsidiaries”), and the Bank of New York Mellon, as trustee, entered into a Fifth Supplemental Indenture (the “Foundation Senior Notes Fifth Supplemental Indenture”) to that certain Base Indenture dated as of July 30, 2004, as supplemented by that Supplemental Indenture dated as of September 6, 2005, as further supplemented by that Supplemental Indenture dated as of October 5, 2007, as further supplemented by that Third Supplemental Indenture dated as of August 1, 2009, and as further supplemented by that Fourth Supplemental Indenture dated as of February 2, 2011, which governs the terms of Alpha’s 7.25% Senior Notes due 2014 (the “Foundation 7.25% Senior Notes”), pursuant to which Massey and the Subsidiaries agreed to provide a guarantee of the Foundation 7.25% Senior Notes. A copy of the Foundation Senior Notes Fifth Supplemental Indenture is attached to this Current Report on Form 8-K as Exhibit 4.1 and is incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

Foundation Senior Notes Supplemental Indenture

The information set forth in Item 1.01 of this Current Report on Form 8-K regarding the Foundation Senior Notes Fifth Supplemental Indenture is incorporated herein by reference.

Item 8.01 Other Events

On June 9, 2011, Massey issued an Amended and Restated Notice of Fundamental Change (the “Notice”) relating to Massey’s 3.25% Convertible Senior Notes due 2015 (the “3.25% Convertible Notes”) which amends and restates the original Notice of Fundamental Change sent on June 6, 2011. According to the Notice, holders of the 3.25% Convertible Notes will have the right to require Massey to repurchase any outstanding 3.25% Convertible Notes on July 5, 2011 (the “Repurchase Date”) at a purchase price of 100% of the principal amount of the 3.25% Convertible Notes repurchased, plus accrued and unpaid interest, if any, to but excluding the Repurchase Date. As a result, the 3.25% Convertible Notes will remain convertible and holders will be entitled to receive a “Make-Whole Premium” through July 5, 2011. A copy of the Notice is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No. Description 4.1 Fifth Supplemental Indenture, dated as of June 13, 2011, by and among Foundation PA Coal Company, LLC, Alpha Natural Resources Inc., Alpha Appalachia Holdings, Inc. and certain subsidiaries of Alpha Appalachia Holdings, Inc., as Guarantors, and the Bank of New York Mellon, as Trustee. 99.1 Amended and Restated Notice of Fundamental Change issued June 9, 2011 by Alpha Appalachia Holdings, Inc.

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Alpha Appalachia Holdings, Inc.

June 14, 2011 By: /s/ Vaughn R. Groves Name: Vaughn R. Groves Title: Executive Vice President, General Counsel and Secretary

FIFTH SUPPLEMENTAL INDENTURE, dated as of June 13, 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, the Supplemental Indenture dated August 1, 2009, and the Supplemental Indenture dated February 2, 2011, 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:

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:

Alpha Natural Resources One Alpha Place Abingdon, Virginia 24212 Facsimile No.: (276) 623-4321 Attention: Office of General Counsel

With a copy to:

Cleary Gottlieb Steen & Hamilton LLP One Liberty Plaza New York, New York 10006 Facsimile No.: (212) 225-3999 Attention: Jeffrey Lewis, Esq.

All notices or other communications to the Company and/or any Guarantor shall otherwise be given as provided in Section 12.02 of the Indenture.

MISCELLANEOUS

Section 3.1. NO RECOURSE AGAINST OTHERS. No past, present or future director, manager, officer, employee, incorporator, stockholder or member of the Parent, Holdings, any parent entity of the Parent or any Subsidiary of the Parent, 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 respect of, 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 effective to waive liabilities under the federal securities laws.

Section 3.2. EXECUTION AS SUPPLEMENTAL INDENTURE. This Supplemental Indenture is executed and shall be construed as an indenture supplemental to the Indenture and, as provided in the Indenture, this Supplemental Indenture forms a part thereof.

Section 3.3. RATIFICATION AND INCORPORATION OF INDENTURE. As supplemented hereby, the Indenture is in all respects ratified and confirmed, and the Indenture and this Supplemental Indenture shall be read, taken and construed as one and the same instrument.

Section 3.4. GOVERNING LAW. THIS INDENTURE, THE NOTES AND THE NOTE GUARANTEES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

Section 3.5. SEPARABILITY. In case any one or more of the provisions contained in this Supplemental Indenture shall for any reason be held to be invalid, illegal or unenforceable in any respect, then, to the extent permitted by law, such invalidity, illegality or unenforceability shall not affect any other provisions of this Supplemental Indenture, but this Supplemental Indenture shall be construed as if such invalid or illegal or unenforceable provision had never been contained herein.

Section 3.6. 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.

Section 3.7. EFFECT OF HEADINGS. The Section headings herein are for convenience only and shall not affect the construction hereof.

Section 3.8. TRUSTEE MAKES NO REPRESENTATION. The Trustee 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 and the New Guarantors and not of the Trustee.

[the remainder of this page is intentionally left blank]

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed, all as of the date first above written.

FOUNDATION PA COAL COMPANY, LLC

By: /s/ Frank J. Wood Name: Frank J. Wood Title: Chief Financial Officer and Vice President

[Signature Page to Supplemental Indenture to Foundation Notes Indenture]

By: /s/ Frank J. Wood Name: Frank J. Wood Title: Executive Vice President, Chief Financial Officer, Treasurer and Assistant Secretary

[Signature Page to Supplemental Indenture to Foundation Notes Indenture]

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document A. T. MASSEY COAL COMPANY, INC. (f/k/a Thunder Mining Company) ALEX ENERGY, INC. ALLIANCE COAL CORPORATION ALPHA APPALACHIA SERVICES, INC. (f/k/a Massey Coal Services, Inc.) ALPHA APPALACHIA HOLDINGS, INC. (f/k/a Massey Energy Company) ALPHA EUROPEAN SALES, INC. (f/k/a Massey European Sales, Inc.) ALPHA GAS AND OIL COMPANY (f/k/a Massey Gas & Oil Company) APPALACHIA COAL SALES COMPANY, INC. (f/k/a Massey Coal Sales Company, Inc.) APPALACHIA HOLDING COMPANY (f/k/a A.T. Massey Coal Company, Inc.) ARACOMA 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 BOONE EAST DEVELOPMENT CO. BOONE ENERGY COMPANY BOONE 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

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document DEHUE COAL COMPANY DELBARTON MINING COMPANY DEMETER LAND COMPANY DORCHESTER ASSOCIATES LLC DORCHESTER ENTERPRISES, INCORPORATED DOUGLAS POCAHONTAS COAL CORPORATION DRIH CORPORATION DUCHESS COAL COMPANY EAGLE ENERGY, INC. ELK RUN COAL COMPANY, INC. EN ROUTE LLC EXETER COAL CORPORATION FOGLESONG ENERGY COMPANY GOALS COAL COMPANY GREEN VALLEY COAL COMPANY GREYEAGLE COAL COMPANY GUEST MOUNTAIN MINING CORPORATION HADEN FARMS, INC. HANNA LAND COMPANY, LLC HARLAN RECLAMATION SERVICES LLC HAZY RIDGE COAL COMPANY HIGH SPLINT COAL LLC HIGHLAND MINING COMPANY HOPKINS 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 KNOX CREEK COAL CORPORATION LAUREN LAND COMPANY LAXARE, INC. LOGAN COUNTY MINE SERVICES, INC. LONG FORK COAL COMPANY LYNN BRANCH COAL COMPANY, INC. MAGGARD BRANCH COAL LLC MAJESTIC MINING, INC. MARFORK COAL COMPANY, INC. MARTIN COUNTY COAL CORPORATION MEADOW BRANCH COAL LLC MEADOW BRANCH MINING CORPORATION MILL BRANCH COAL CORPORATION

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document MOUNTAIN MANAGEMENT, INCORPORATED NEW MARKET LAND COMPANY NEW RIDGE MINING COMPANY NEW RIVER ENERGY CORPORATION NICCO CORPORATION NICHOLAS ENERGY COMPANY NINE MILE SPUR LLC NORTH FORK COAL CORPORATION OMAR MINING COMPANY OSAKA MINING CORPORATION PANTHER MINING LLC PEERLESS EAGLE COAL CO. PERFORMANCE COAL COMPANY PETER CAVE MINING COMPANY PIGEON CREEK PROCESSING CORPORATION PILGRIM MINING COMPANY, INC. POWELL RIVER RESOURCES CORPORATION POWER MOUNTAIN COAL COMPANY RAVEN RESOURCES, INC. RAWL SALES & PROCESSING, CO. RESOURCE DEVELOPMENT LLC RESOURCE LAND COMPANY LLC ROAD FORK DEVELOPMENT COMPANY, INC. ROBINSON-PHILLIPS COAL COMPANY RODA RESOURCES LLC ROSTRAVER ENERGY COMPANY RUM CREEK COAL SALES, INC. RUSSELL FORK COAL COMPANY SC COAL CORPORATION SCARLET DEVELOPMENT COMPANY SHANNON-POCAHONTAS COAL CORPORATION SHANNON-POCAHONTAS MINING COMPANY SHENANDOAH CAPITAL MANAGEMENT CORP. SIDNEY COAL COMPANY, INC. SPARTAN MINING COMPANY STILLHOUSE MINING LLC STIRRAT COAL COMPANY STONE MINING COMPANY SUPPORT MINING COMPANY SYCAMORE FUELS, INC. TALON LOADOUT COMPANY T.C.H. COAL CO. 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 WILLIAMS MOUNTAIN COAL COMPANY WINIFREDE COAL CORPORATION WYOMAC COAL COMPANY, INC. as New Guarantors

By: /s/ Vaughn R. Groves Name: Vaughn R. Groves

[Signature Page to Supplemental Indenture to Foundation Notes Indenture]

By: Name: Title:

THE BANK OF NEW YORK MELLON as Trustee

By: /s/ Leslie Lockhart Name: Leslie Lockhart Title: Senior Associate

[Signature Page to Supplemental Indenture to Foundation Notes Indenture]

NEW GUARANTORS

A. T. MASSEY COAL COMPANY, INC. (f/k/a Thunder Mining Company) ALEX ENERGY, INC. ALLIANCE COAL CORPORATION ALPHA APPALACHIA SERVICES, INC. (f/k/a Massey Coal Services, Inc.) ALPHA APPALACHIA HOLDINGS, INC. (f/k/a Massey Energy Company) ALPHA EUROPEAN SALES, INC. (f/k/a Massey European Sales, Inc.) ALPHA GAS AND OIL COMPANY (f/k/a Massey Gas & Oil Company) APPALACHIA COAL SALES COMPANY, INC. (f/k/a Massey Coal Sales Company, Inc.) APPALACHIA HOLDING COMPANY (f/k/a A.T. Massey Coal Company, Inc.) ARACOMA 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 BOONE EAST DEVELOPMENT CO.

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document BOONE ENERGY COMPANY BOONE 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 DOUGLAS POCAHONTAS COAL CORPORATION DRIH CORPORATION DUCHESS COAL COMPANY EAGLE ENERGY, INC. ELK RUN COAL COMPANY, INC. EN ROUTE LLC EXETER COAL CORPORATION FOGLESONG ENERGY COMPANY GOALS COAL COMPANY GREEN VALLEY COAL COMPANY GREYEAGLE COAL COMPANY GUEST MOUNTAIN MINING CORPORATION HADEN FARMS, INC. HANNA LAND COMPANY, LLC HARLAN RECLAMATION SERVICES LLC HAZY RIDGE COAL COMPANY HIGH SPLINT COAL LLC HIGHLAND MINING COMPANY HOPKINS CREEK COAL COMPANY INDEPENDENCE COAL COMPANY, INC. JACKS BRANCH COAL COMPANY

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document JOBONER COAL COMPANY JST LAND COMPANY JST MINING COMPANY JST RESOURCES LLC KANAWHA ENERGY COMPANY KNOX CREEK COAL CORPORATION LAUREN LAND COMPANY LAXARE, INC. LOGAN COUNTY MINE SERVICES, INC. LONG FORK COAL COMPANY LYNN BRANCH COAL COMPANY, INC. MAGGARD BRANCH COAL LLC MAJESTIC MINING, INC. MARFORK COAL COMPANY, INC. MARTIN 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 NICHOLAS ENERGY COMPANY NINE MILE SPUR LLC NORTH FORK COAL CORPORATION OMAR MINING COMPANY OSAKA MINING CORPORATION PANTHER MINING LLC PEERLESS EAGLE COAL CO. PERFORMANCE COAL COMPANY PETER CAVE MINING COMPANY PIGEON CREEK PROCESSING CORPORATION PILGRIM MINING COMPANY, INC. POWELL RIVER RESOURCES CORPORATION POWER MOUNTAIN COAL COMPANY RAVEN RESOURCES, INC.

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document RAWL SALES & PROCESSING, CO. RESOURCE DEVELOPMENT LLC RESOURCE LAND COMPANY LLC ROAD FORK DEVELOPMENT COMPANY, INC. ROBINSON-PHILLIPS COAL COMPANY RODA RESOURCES LLC ROSTRAVER ENERGY COMPANY RUM CREEK COAL SALES, INC. RUSSELL FORK COAL COMPANY SC COAL CORPORATION SCARLET DEVELOPMENT COMPANY SHANNON-POCAHONTAS COAL CORPORATION SHANNON-POCAHONTAS MINING COMPANY SHENANDOAH CAPITAL MANAGEMENT CORP. SIDNEY COAL COMPANY, INC. SPARTAN MINING COMPANY STILLHOUSE MINING LLC STIRRAT COAL COMPANY STONE MINING COMPANY SUPPORT MINING COMPANY SYCAMORE FUELS, INC. TALON LOADOUT COMPANY T.C.H. COAL CO. 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 WILLIAMS MOUNTAIN COAL COMPANY WINIFREDE COAL CORPORATION WYOMAC COAL COMPANY, INC.

NOTICE OF FUNDAMENTAL CHANGE

TO THE HOLDERS OF THE ALPHA APPALACHIA HOLDINGS, INC. (formerly Massey Energy Company) 3.25% Convertible Senior Notes due 2015 CUSIP No. 576203 AJ 2*

FUNDAMENTAL CHANGE

NOTICE IS HEREBY GIVEN pursuant to Section 3.02(B) of the First Supplemental Indenture (as defined below) that the merger that became effective on June 1, 2011 (the “Effective Date”), of Mountain Merger Sub, Inc., a wholly owned subsidiary of Alpha Natural Resources, Inc. (the “Parent”), with and into Massey Energy Company (as of the Effective Date known as Alpha Appalachia Holdings, Inc., the “Company”), with the Company continuing as the surviving corporation and a wholly owned subsidiary of the Parent, resulted in a Fundamental Change (as defined in the Indenture (as defined below)) as of the Effective Date.

As a result of the Fundamental Change, pursuant to Section 3.02(A) of the First Supplemental Indenture, each holder of the Company’s outstanding 3.25% Convertible Senior Notes due 2015 (the “Notes”) has the right (the “Fundamental Change Repurchase Right”), at such holder’s option, to require the Company to repurchase all of such holder’s Notes (the “Repurchase”) (or portions thereof that are integral multiples of $1,000 in principal amount) on June 27, 2011 (the “Fundamental Change Repurchase Date”) at a price, payable in cash, equal to 100% of the principal amount of the Notes (or portions thereof) to be so repurchased, plus accrued and unpaid interest, if any, to, but excluding, the Fundamental Change Repurchase Date ( the “Fundamental Change Repurchase Price”). Except as otherwise provided in the Indenture, on and after the Fundamental Change Repurchase Date (unless there is a Default (as defined in the Indenture) in the payment of the consideration payable in respect of the Repurchase), interest on Notes subject to Repurchase will cease to accrue, and all rights of the holders of such Notes shall terminate, other than the right to receive, in accordance herewith, the consideration payable upon the Repurchase.

In order to exercise the Fundamental Change Repurchase Right, each holder must: (i) deliver to the Paying Agent no later than the close of business on June 24, 2011, a Purchase Notice (as defined in the Indenture) in the form set forth in the Notes or any other form of written notice substantially similar thereto, in each case, duly completed and signed, with appropriate signature guarantee stating (a) the certificate number(s) of the Notes that the holder will deliver to be repurchased, if such Notes are in certificated form, (b) the principal amount of Notes to be repurchased, which must be $1,000 or an integral multiple thereof, and (c) that such principal

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document amount of Notes are to be repurchased pursuant to the terms and conditions specified in the First Supplemental Indenture; and (ii) deliver to the Paying Agent at any time after the delivery of such Purchase Notice, such Notes (together with all necessary endorsements) with respect to which the Fundamental Change Repurchase Right is being exercised. The Fundamental Change Repurchase Price for any Note as to which a Purchase Notice has been given and not withdrawn will be paid as promptly as practicable, but in no event later than the later of the Fundamental Change Repurchase Date and delivery of the Note as described above.

A holder of Notes will be entitled to withdraw its election in the Purchase Notice if the Paying Agent receives, prior to the close of business on June 24, 2011 or such longer period as may be required by law, a letter or telegram, telex or facsimile transmission (receipt of which is confirmed and promptly followed by a letter) setting forth (i) the name of such holder, (ii) a statement that such holder is withdrawing its election to have Notes purchased by the Company on the Fundamental Repurchase Date pursuant to a Repurchase, (iii) the certificate number(s) of such Notes to be withdrawn, if such Notes are in certificated form, (iv) the principal amount of the Notes of such holder to be withdrawn, which amount must be $1,000 or an integral multiple thereof, and (v) the principal amount, if any, of the Notes of such holder that remain subject to the Purchase Notice delivered by such holder as described above, which amount must be $1,000 or an integral multiple thereof.

The Conversion Rate (as defined in the Indenture) of the Notes prior to the Fundamental Change was 11.4542. As a result of the Fundamental Change, pursuant to Section 10.06 of the First Supplemental Indenture, a previously deferred adjustment was applied to the Conversion Rate, resulting in a new Conversion Rate of 11.4560. As a result of the new Conversion Rate, the Notes will be convertible into 11.7424 shares of common stock of the Parent and $114.56 in cash per $1,000 principal amount of Notes, without taking the Make-Whole Applicable Increase (as defined in the Indenture) into account. The Notes with respect to which a Purchase Notice is given by a holder may be converted pursuant to Article X of the First Supplemental Indenture, if otherwise convertible in accordance with Article X of the First Supplemental Indenture, only if such Purchase Notice has been withdrawn in accordance with Section 3.02 of the First Supplemental Indenture or if there is a Default in the payment of the Fundamental Change Repurchase Price payable upon the Repurchase.

As used herein, the term “Indenture” means that certain Senior Indenture, dated as of August 12, 2008, as supplemented by the First Supplemental Indenture dated as of August 12, 2008 (the “First Supplemental Indenture”), the Second Supplemental Indenture, dated as of July 20, 2009, the Third Supplemental Indenture, dated as of August 28, 2009, the Fourth Supplemental Indenture, dated as of April 30, 2010 and the Fifth Supplemental Indenture, dated as of June 29, 2010, by and among the Company, the guarantors identified therein and Wilmington Trust Company, as trustee.

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document The Paying Agent for this transaction is Wilmington Trust Company and their address is as follows:

By Mail

Wilmington Trust Company c/o Wilmington Trust FSB Corporate Capital Markets 50 South Sixth Street, Suite 1290 Minneapolis, MN 55402-1544 Attention: Jane Schweiger

[Signature Page Follows]

By: /s/ Scott Cole______Name: Scott Cole Title: Vice President and Treasurer

Dated: June 6, 2011

[Alpha Appalachia Holdings, Inc. 3.25% Convertible Notes Fundamental Change Notice Signature Page]

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document