0001104659-09-026643 Sample Contracts

RIGHTS AGREEMENT WALTER ENERGY, INC. and MELLON INVESTOR SERVICES LLC as Rights Agent Dated as of April 24, 2009
Rights Agreement • April 28th, 2009 • Walter Industries Inc /New/ • Bituminous coal & lignite mining • New York

Rights Agreement, dated as of April 24, 2009 (as amended, supplemented or otherwise modified from time to time, the “Rights Agreement”) between Walter Energy, Inc., a Delaware corporation (the “Company”), and Mellon Investor Services LLC, a New Jersey limited liability company, as Rights Agent (the “Rights Agent”).

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AMENDMENT NO. 1 TO RIGHTS AGREEMENT
Rights Agreement • April 28th, 2009 • Walter Industries Inc /New/ • Bituminous coal & lignite mining • New York

This amendment number one (this “Amendment”) to the Rights Agreement between Walter Energy, Inc., a Delaware corporation (the “Company”), and Mellon Investor Services LLC (the “Rights Agent”), dated as of November 21, 2008, is made and entered into as of April 24, 2009, and shall become effective on April 24, 2009.

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