MASSEY ENERGY COMPANY 3,800,000 Shares Common Stock ($0.625 par value per Share) UNDERWRITING AGREEMENTUnderwriting Agreement • August 12th, 2008 • Massey Energy Co • Bituminous coal & lignite surface mining • New York
MASSEY ENERGY COMPANY $600,000,000 Principal AmountUnderwriting Agreement • August 12th, 2008 • Massey Energy Co • Bituminous coal & lignite surface mining • New York
Massey Energy Company, a Delaware corporation (the “Company”), proposes to issue and sell to the underwriters named in Schedule A annexed hereto (the “Underwriters”), for whom UBS Securities LLC and J.P. Morgan Securities Inc. are acting as representatives (the “Representatives”), $600,000,000 aggregate principal amount of its 3.25% Convertible Senior Notes due 2015 (the “Firm Notes”). In addition, solely for the purpose of covering over allotments, the Company proposes to grant to the Underwriters the option to purchase from the Company up to an additional $90,000,000 aggregate principal amount of the Company’s 3.25% Convertible Senior Notes due 2015 (the “Additional Notes”). The Notes will initially be fully and unconditionally guaranteed (the “Guarantees”) as to payment of principal, premium, if any, and interest by the guarantors listed on Schedule B hereto (collectively, the “Guarantors”). The Firm Notes and the Additional Notes, each as guaranteed by the Guarantors, are hereinaft
MASSEY ENERGY COMPANY AND THE GUARANTORS PARTY HERETO First Supplemental Indenture Dated as of August 12, 2008 Wilmington Trust Company, Trustee 3.25% Convertible Senior Notes due 2015First Supplemental Indenture • August 12th, 2008 • Massey Energy Co • Bituminous coal & lignite surface mining • New York
THIS FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) is made as of the 12th day of August, 2008, by and among MASSEY ENERGY COMPANY, a Delaware corporation, having its principal office at 4 North 4th Street, Richmond, Virginia 23219 (the “Company”), the guarantors listed on the signature pages hereto, and Wilmington Trust Company, a Delaware banking corporation, as trustee (herein called the “Trustee”).
MASSEY ENERGY COMPANY AND THE GUARANTORS PARTY HERETO Senior Indenture Dated as of August 12, 2008 Wilmington Trust Company, TrusteeSenior Indenture • August 12th, 2008 • Massey Energy Co • Bituminous coal & lignite surface mining • New York
