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SECOND SUPPLEMENTAL INDENTURE

Addendum or Modifications

SECOND SUPPLEMENTAL INDENTURE | Document Parties: MASSEY ENERGY CO | ALEX ENERGY, INC | ARACOMA COAL COMPANY, INC | BANDMILL COAL CORPORATION | MASSEY COAL COMPANY, INC | West Kentucky Energy Company | Wilmington Trust Company You are currently viewing:
This Addendum or Modifications involves

MASSEY ENERGY CO | ALEX ENERGY, INC | ARACOMA COAL COMPANY, INC | BANDMILL COAL CORPORATION | MASSEY COAL COMPANY, INC | West Kentucky Energy Company | Wilmington Trust Company

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Title: SECOND SUPPLEMENTAL INDENTURE
Governing Law: New York     Date: 8/10/2009
Industry: Coal     Sector: Energy

SECOND SUPPLEMENTAL INDENTURE, Parties: massey energy co , alex energy  inc , aracoma coal company  inc , bandmill coal corporation , massey coal company  inc , west kentucky energy company , wilmington trust company
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EXHIBIT 4.4

SECOND SUPPLEMENTAL INDENTURE

 

 

SECOND SUPPLEMENTAL INDENTURE , dated as of July 20, 2009 (the “Supplemental Indenture”), among Massey Energy Company, a Delaware corporation, as issuer (the “Issuer”), the Guarantors (as defined in the Indenture (defined below)), West Kentucky Energy Company, a Kentucky corporation (the “New Subsidiary”), and Wilmington Trust Company, as trustee (the “Trustee”).

 

W I T N E S S E T H

 

WHEREAS , the Issuer, the Guarantors and the Trustee executed that certain Senior Indenture (the “Base Indenture”), dated as of August 12, 2008, as supplemented by that First Supplemental Indenture, dated the same date, each by and among the Issuer, the Guarantors (defined therein) and the Trustee (together with the Base Indenture and as amended and supplemented, the “Indenture”), providing for the issuance of the 3.25% Convertible Senior Notes due 2015 in the principal amount of up to Six Hundred Ninety Million and 00/100 Dollars ($690,000,000).

 

WHEREAS , the New Subsidiary was incorporated in the State of Kentucky on June 5, 2009.

 

WHEREAS , Sidney Coal Company, Inc., an indirect wholly-owned subsidiary of the Issuer, on June 30, 2009 capitalized, and became the sole parent of, the New Subsidiary.

 

WHEREAS, the New Subsidiary desires to incur Indebtedness and to guarantee the Indebtedness of the Issuer and/or its wholly-owned subsidiaries, to the extent permitted by the Indenture.

 

WHEREAS, pursuant to Section 1504 of the Base Indenture, the New Subsidiary desires to become a Guarantor under the Indenture.

 

WHEREAS , Section 1504 of the Base Indenture provides that supplemental indentures may be executed and delivered by the Issuer, the Guarantors and the Trustee for the purpose of amending or supplementing the Indenture so that a Subsidiary may become a party to the Indenture and issue a Note Guarantee, as attached hereto as Exhibit A.

 

WHEREAS , all other acts and proceedings necessary have been done to make this Supplemental Indenture, when executed and delivered by the Issuer, the Guarantors and the Trustee, the legal, valid and binding agreement of the Issuer and the Guarantors in accordance with its terms.

 

NOW THEREFORE , for good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties, intending to be legally bound, agree as follows:

 

Section 1.   Confirmation of the Indenture; Definitions .  Except as supplemented hereby, the Indenture is hereby confirmed and reaffirmed in all particulars.  Anything in the Indenture or herein to the contrary notwithstanding, all recitals, definitions and provisions contained in this Supplemental Indenture shall take precedence over the recitals, definitions and provisions of the


Indenture to the extent of any conflict between the two.  Unless otherwise defined herein, terms defined in the Indenture and used herein shall have the meaning given them in the Indenture.

 

Section 2.  (a)  The New Subsidiary hereby executes this Agreement as a supplemental indenture to the Indenture for the purpose of issuing a Note Guarantee, as set forth in Exhibit A, and agrees to be subject to all of the terms, conditions, waivers and covenants applicable to a Subsidiary and Guarantor under the Indenture.  Upon its execution hereof, the New Subsidiary hereby acknowledges that it shall be a Guarantor for all purposes as defined as set forth in the Indenture, effective as of the date hereof.

 

(b)           None of the shareholders, trustees or officers of the New Subsidiary shall be personally liable for the New Subsidiary’s obligations as a Guarantor arising under the Indenture.

 

Section 3.   Conditions to Effectivess of Supplemental Indenture and to Operation of Amendments Made Hereby .  This Supplemental Indenture shall become effective immediately upon its execution by the Trustee, the Issuer and the Guarantors.

 

Section 4.   Counterparts .  This Supplemental Indenture may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

 

Section 5.   Severability .  In case any provision in this


 
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