S-3ASR

As filed with the Securities and Exchange Commission on August 5, 2008

Registration No. 333-            

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Form S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

MASSEY ENERGY COMPANY*

(Exact name of registrant as specified in its charter)

Delaware	95-0740960
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)

4 North 4th Street

Richmond, Virginia 23219

(804) 788-1800

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Richard R. Grinnan, Esq.

Vice President and Corporate Secretary

Massey Energy Company

4 North 4th Street

Richmond, Virginia 23219

(804) 788-1800

(Name, address, including zip code, and telephone number, including area code, of agent for service)

With copies to:

David M. Carter, Esq.

David I. Meyers, Esq.

Troutman Sanders LLP

1001 Haxall Point

Richmond, Virginia 23219

(804) 697-1253

* THE CO-REGISTRANTS LISTED ON THE NEXT PAGE ARE ALSO INCLUDED IN THIS FORM S-3 REGISTRATION STATEMENT AS ADDITIONAL REGISTRANTS.

Approximate date of commencement of proposed sale to the public:  From time to time after the effective date of this Registration Statement.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.  ¨

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box.  þ

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.  þ

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer  þ	Accelerated filer  ¨
Non-accelerated filer  ¨  (Do not check if a smaller reporting company)	Smaller reporting company  ¨

CALCULATION OF REGISTRATION FEE⁽¹⁾

TITLE OF EACH CLASS OF SECURITIES TO BE REGISTERED	AMOUNT TO BE REGISTERED(2)	PROPOSED MAXIMUM OFFERING PRICE PER UNIT(2)	PROPOSED MAXIMUM OFFERING PRICE AGGREGATE(2)	AMOUNT OF REGISTRATION FEE(2)
Common Stock, $0.625 par value	—	—	—	—
Preferred Stock, no par value	—	—	—	—
Warrants	—	—	—	—
Debt Securities	—	—	—	—
Guarantees of Debt Securities (3)	—	—	—	(4)

(1) The securities of each class may be offered and sold by the registrant and/or may be offered and sold, from time to time, by one or more selling securityholders to be identified in the future.

(2) An indeterminate aggregate initial offering price and number or amount of the securities of each identified class is being registered as may from time to time be offered at indeterminate prices. Separate consideration may or may not be received for securities that are issuable on exercise, conversion or exchange of other securities. In accordance with Rules 456(b) and 457(r) under the Securities Act, the registrant is deferring payment of all of the registration fee.

(3) All subsidiary guarantors of the debt securities will be operating subsidiaries of the registrant.

(4) Pursuant to Rule 457(n), no separate fee is payable with respect to the guarantees being registered hereby.

Table of Additional Registrants

Name Of Additional Registrant	(State or other jurisdiction of incorporation)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification No.)	(Address, including zip code, and telephone number, including area code, of registrant’s principal executive office)
A.T. Massey Coal Company, Inc.	VA	1220	54-0295165	4 North 4th Street Richmond, VA 23219 (804) 788-1800
Alex Energy, Inc.	WV	1220	55-0755384	2 Jerry Fork Road Drennen, WV 26667 (304) 872-5065
Aracoma Coal Company, Inc.	WV	1220	52-1669141	Route 17 North Bandmill Hollow Road Stollings, WV 25646 (304) 752-6194
Bandmill Coal Corporation	WV	1220	55-0758310	County Route 14 Rum Creek Road Yolyn, WV 25654 (304) 792-6221
Bandytown Coal Company	WV	1220	55-0751776	Massey Coal Services 315 70th Street, S.E. Charleston, WV 25304 (304) 926-0075
Barnabus Land Company	WV	1220	55-0728645	24406 U.S. Route 119 Belfry, KY 41514 (606) 353-0928
Belfry Coal Corporation	WV	1220	61-0415137	State Route 49 South Lobata, WV 25677 (304) 235-4290
Ben Creek Coal Company	WV	1220	55-0177051	State Route 49 South Lobata, WV 25677 (304) 235-4290
Big Bear Mining Company	WV	1220	22-2138933	4 North 4th Street Richmond, VA 23219 (804) 788-1800
Big Sandy Venture Capital Corp.	WV	1220	55-0759644	315 70th Street, S.E. Charleston, WV 25304 (304) 926-0075
Black King Mine Development Co.	WV	1220	54-1188659	315 70th Street, S.E. Charleston, WV 25304 (304) 926-0075
Blue Ridge Venture Capital Corp.	WV	1220	55-0755775	315 70th Street, SE Charleston, WV 25304 (304) 926-0075
Boone East Development Co.	WV	1220	55-0717715	315 70th Street, S.E. Charleston, WV 25304 (304) 926-0075

Name Of Additional Registrant	(State or other jurisdiction of incorporation)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification No.)	(Address, including zip code, and telephone number, including area code, of registrant’s principal executive office)
Boone Energy Company	WV	1220	55-0777985	315 70th Street, S.E. Charleston, WV 25304 (304) 926-0075
Boone West Development Co.	WV	1220	55-0717716	315 70th Street, S.E. Charleston, WV 25304 (304) 926-0075
Central Penn Energy Company, Inc.	PA	1220	25-1478196	4 North 4th Street Richmond, VA 23219 (804) 788-1800
Central West Virginia Energy Company	WV	1220	54-1203171	315 70th Street, S.E. Charleston, WV 25304 (304) 926-0075
Ceres Land Company	WV	1220	55-0736928	315 70th Street, S.E. Charleston, WV 25304 (304) 926-0075
Clear Fork Coal Company	WV	1220	55-0757300	315 70th Street, S.E. Charleston, WV 25304 (304) 926-0075
Crystal Fuels Company	WV	1220	55-0732366	State Route 49 South Lobata, WV 25677 (304) 235-4290
Dehue Coal Company	WV	1220	55-0619956	4 North 4th Street Richmond, VA 23219 (804) 788-1800
Delbarton Mining Company	WV	1220	55-0764304	State Route 49 South Lobata, WV 25677 (304) 235-4290
Demeter Land Company	WV	1220	31-1567229	4 North 4th Street Richmond, VA 23219 (804) 788-1800
Douglas Pocahontas Coal Corporation	WV	1220	23-1500956	4 North 4th Street Richmond, VA 23219 (804) 788-1800
DRIH Corporation	DE	1220	54-1497754	4 North 4th Street Richmond, VA 23219 (804) 788-1800
Duchess Coal Company	WV	1220	54-1725084	315 70th Street, S.E. Charleston, WV 25304 (304) 926-0075
Duncan Fork Coal Company	PA	1220	25-1418256	315 70th Street, S.E. Charleston, WV 25304 (304) 926-0075
Eagle Energy, Inc.	WV	1220	55-0751738	315 70th Street, S.E. Charleston, WV 25304 (304) 926-0075

Name Of Additional Registrant	(State or other jurisdiction of incorporation)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification No.)	(Address, including zip code, and telephone number, including area code, of registrant’s principal executive office)
Elk Run Coal Company, Inc.	WV	1220	54-1097978	31754 Coal River Road Sylvester, WV 25193 (304) 854-1890
Feats Venture Capital Corp.	WV	1220	55-0754725	315 70th Street, S.E. Charleston, WV 25304 (304) 926-0075
Goals Coal Company	WV	1220	55-0737462	Rt. 3 Sundial, WV 25140 (304) 854-2982
Green Valley Coal Company	WV	1220	55-0747007	5363 Leivasy Road Leivasy, WV 26676 (304) 846-6600
Greyeagle Coal Company	KY	1220	55-0771551	State Route 49 South Lobata, WV 25677 (304) 235-4290
Haden Farms, Inc.	VA	1220	54-1456163	4 North 4th Street Richmond, VA 23219 (804) 788-1800
Hanna Land Company, LLC	KY	1220	61-1352274	315 70th Street, S.E. Charleston, WV 25304 (304) 926-0075
Hazy Ridge Coal Company	WV	1220	55-0741015	315 70th Street, S.E. Charleston, WV 25304 (304) 926-0075
Highland Mining Company	WV	1220	55-0757301	County Route 14 Rum Creek Road Yolyn, WV 25654 (304) 435-1980
Hopkins Creek Coal Company	KY	1220	54-1136806	4 North 4th Street Richmond, VA 23219 (804) 788-1800
Independence Coal Company, Inc.	WV	1220	54-1188773	Route 85 South Robinson Creek Road Madison, WV 25130 (304) 369-9101
Jacks Branch Coal Company	WV	1220	55-0734230	315 70th Street, S.E. Charleston, WV 25304 (304) 926-0075
Joboner Coal Company	KY	1220	54-1143406	4 North 4th Street Richmond, VA 23219 (804) 788-1800
Kanawha Energy Company	WV	1220	55-0765391	315 70th Street, S.E. Charleston, WV 25304 (304) 926-0075

Name Of Additional Registrant	(State or other jurisdiction of incorporation)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification No.)	(Address, including zip code, and telephone number, including area code, of registrant’s principal executive office)
Knox Creek Coal Corporation	VA	1220	54-1393689	2295 Governor GC Perry Highway Raven, VA 24639 (276) 964-4333
Lauren Land Company	KY	1220	61-1209098	24406 U.S. Route 119 Belfry, KY 41514 (606) 353-0928
Laxare, Inc.	WV	1220	55-0486813	315 70th Street, S.E. Charleston, WV 25304 (304) 926-0075
Logan County Mine Services, Inc.	WV	1220	31-1708085	Route 119 North, South II Road Holden, WV 25625 (304) 239-2300
Long Fork Coal Company	KY	1220	54-1605009	6760 Long Branch Road Belfry, KY 41514 (606) 237-1120
Lynn Branch Coal Company, Inc.	WV	1220	54-1537451	State Route 49 South Lobata, WV 25677 (304) 235-4290
Majestic Mining, Inc.	TX	1220	74-1362695	2 Jerry Fork Road Drennen, WV 26667 (304) 872-5065
Marfork Coal Company, Inc.	WV	1220	55-0723539	Marfork Road, Rte. 3 Pettus, WV 25209 (304) 854-1852
Martin County Coal Corporation	KY	1220	61-0702852	Route 3 South 3201 Ridge Top Road Inez, KY 41224 (606) 395 - 6881
Massey Coal Sales Company, Inc.	VA	1220	54-1188775	4 North 4th Street Richmond, VA 23219 (804) 788-1800
Massey Coal Services, Inc.	WV	1220	54-1095096	315 70th Street, S.E. Charleston, WV 25304 (304) 926-0075
Massey Gas & Oil Company	LA	1220	58-2673773	315 70th Street, S.E. Charleston, WV 25304 (304) 926-0075
Massey Technology Investments, Inc.	VA	1220	54-1834161	4 North 4th Street Richmond, VA 23219 (804) 788-1800
New Market Land Company	WV	1220	31-1557272	24406 U.S. Route 119 Belfry, KY 41514 (606) 353-0928

Name Of Additional Registrant	(State or other jurisdiction of incorporation)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification No.)	(Address, including zip code, and telephone number, including area code, of registrant’s principal executive office)
New Ridge Mining Company	KY	1220	61-1218677	5263 State Highway 194-E Kimper, KY 41539 (606) 631-7530
New River Energy Corporation	WV	1220	54-1225713	315 70th Street, S.E. Charleston, WV 25304 (304) 926-0075
Nicco Corporation	WV	1220	55-0584295	2 Jerry Fork Road Drennen, WV 26667 (304) 872-5065
Nicholas Energy Company	WV	1220	55-0761469	2 Jerry Fork Road Drennen, WV 26667 (304) 872-5065
Omar Mining Company	WV	1220	55-0385010	Route 85 South Robinson Creek Road Madison, WV 25130 (304) 369-9101
Peerless Eagle Coal Co.	WV	1220	55-0451306	2 Jerry Fork Road Drennen, WV 26667 (304) 872-5065
Performance Coal Company	WV	1220	55-0736927	130 Frontier Street Naoma, WV 25140 (304) 854-1761
Peter Cave Mining Company	KY	1220	61-1360315	4 North 4th Street Richmond, VA 23219 (804) 788-1800
Pilgrim Mining Company, Inc.	KY	1220	61-1246461	4 North 4th Street Richmond, VA 23219 (804) 788-1800
Power Mountain Coal Company	WV	1220	31-1567082	2 Jerry Fork Road Drennen, WV 26667 (304) 872-5065
Raven Resources, Inc.	FL	1220	59-3036984	315 70th Street, S.E. Charleston, WV 25304 (304) 926-0075
Rawl Sales & Processing, Co.	WV	1220	55-0476477	State Route 49 South Lobata, WV 25677 (304) 235-4290
Road Fork Development Company, Inc.	KY	1220	54-1293743	State Route 49 South Lobata, WV 25677 (304) 235-4290
Robinson-Phillips Coal Company	WV	1220	55-0386264	315 70th Street, S.E. Charleston, WV 25304 (304) 926-0075

Name Of Additional Registrant	(State or other jurisdiction of incorporation)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification No.)	(Address, including zip code, and telephone number, including area code, of registrant’s principal executive office)
Rum Creek Coal Sales, Inc.	WV	1220	31-1181801	Route 17 Ethel Hollow Ethel, WV 25076 (304) 752-7850
Russell Fork Coal Company	WV	1220	61-0394431	315 70th Street, S.E. Charleston, WV 25304 (304) 926-0075
SC Coal Corporation	DE	1220	13-2856449	4 North 4th Street Richmond, VA 23219 (804) 788-1800
Scarlet Development Company	PA	1220	25-1782790	4 North 4th Street Richmond, VA 23219 (804) 788-1800
Shannon-Pocahontas Coal Corporation	WV	1220	54-1132767	4 North 4th Street Richmond, VA 23219 (804) 788-1800
Shannon-Pocahontas Mining Company	WV	1220	55-0613879	4 North 4th Street Richmond, VA 23219 (804) 788-1800
Shenandoah Capital Management Corp.	WV	1220	55-0759643	315 70th Street, S.E. Charleston, WV 25304 (304) 926-0075
Sidney Coal Company, Inc.	KY	1220	54-1293752	115 N. Big Creek Road Sidney, KY 41564 (606) 353-7201
Spartan Mining Company	WV	1220	31-1571923	State Route 49 South Lobata, WV 25677 (304) 235-4290
St. Alban’s Capital Management Corp.	WV	1220	55-0755774	315 70th Street, S.E. Charleston, WV 25304 (304) 926-0075
Stirrat Coal Company	WV	1220	55-0728501	Route 44 South Stirrat, WV 25638 (304) 946-2639
Stone Mining Company	KY	1220	61-1231896	4 North 4th Street Richmond, VA 23219 (804) 788-1800
Support Mining Company	WV	1220	52-1891104	Marfork Road, Rte. 3 Pettus, WV 25209 (304) 854-1852
Sycamore Fuels, Inc.	WV	1220	54-1527013	4 North 4th Street Richmond, VA 23219 (804) 788-1800
T.C.H. Coal Co.	KY	1220	61-0723123	4 North 4th Street Richmond, VA 23219 (804) 788-1800

Name Of Additional Registrant	(State or other jurisdiction of incorporation)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification No.)	(Address, including zip code, and telephone number, including area code, of registrant’s principal executive office)
Talon Loadout Company	WV	1220	20-2779543	315 70th Street, S.E. Charleston, WV 25304 (304) 926-0075
Tennessee Consolidated Coal Company	TN	1220	62-6029380	1000 Pocket Road Whitwell, TN 37397 (423) 658-5115
Tennessee Energy Corp.	TN	1220	62-0719183	1000 Pocket Road Whitwell, TN 37397 (423) 658-5115
Thunder Mining Company	WV	1220	55-0770782	315 70th Street, S.E. Charleston, WV 25304 (304) 926-0075
Town Creek Coal Company	WV	1220	52-1089482	4 North 4th Street Richmond, VA 23219 (804) 788-1800
Trace Creek Coal Company	PA	1220	25-1418260	315 70th Street, S.E. Charleston, WV 25304 (304) 926-0075
Tucson Limited Liability Company	WV	1220	55-0750763	4 North 4th Street Richmond, VA 23219 (804) 788-1800
Vantage Mining Company	KY	1220	54-1289901	State Route 49 South Lobata, WV 25677 (304) 235-4290
White Buck Coal Company	WV	1220	55-0747028	2 Jerry Fork Road Drennen, WV 26667 (304) 872-5065
Williams Mountain Coal Company	WV	1220	55-0729825	130 Frontier Street, Montcoal, WV 25140 (304) 854-1761
Wyomac Coal Company, Inc.	WV	1220	55-0574144	315 70th Street, S.E. Charleston, WV 25304 (304) 926-0075

PROSPECTUS

MASSEY ENERGY COMPANY

Common Stock

Preferred Stock

Warrants

Debt Securities

Guarantees of Debt Securities

The following are types of securities that we may offer, issue and sell from time to time, or that may be sold by selling securityholders from time to time, together or separately:

• shares of our common stock, including shares of our common stock issuable upon conversion or exchange of convertible debt securities;

• shares of our preferred stock;

• warrants to purchase equity securities; and

• debt securities (which may be guaranteed).

This prospectus describes some of the general terms that may apply to these securities. The specific terms of any securities to be offered will be described in supplements to this prospectus. The prospectus supplements may also add, update or change information contained in this prospectus. Any statement that we make in this prospectus will be modified or superseded by any inconsistent statement made by us in a prospectus supplement. This prospectus may not be used to offer and sell securities unless accompanied by a prospectus supplement. You should carefully read this prospectus and the applicable prospectus supplement, together with the documents we incorporate by reference, before you make your investment decision.

We may offer and sell these securities through one or more underwriters, dealers and agents, through underwriting syndicates managed or co-managed by one or more underwriters, or directly to purchasers, on a continuous or delayed basis. The prospectus supplement for each offering of securities will describe in detail the plan of distribution for that offering.

To the extent that any selling securityholder resells any securities, the selling securityholder may be required to provide you with this prospectus and a prospectus supplement identifying and containing specific information about the selling securityholder and the terms of the securities being offered.

Investing in our securities involves risks. You should consider the risk factors described in any accompanying prospectus supplement and in the documents we incorporate by reference.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

This prospectus is dated August 5, 2008

TABLE OF CONTENTS

	Page
ABOUT THIS PROSPECTUS	i
MASSEY ENERGY COMPANY	1
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS	2
USE OF PROCEEDS	4
RATIO OF EARNINGS TO FIXED CHARGES	4
DESCRIPTION OF OUR COMMON STOCK	5
DESCRIPTION OF PREFERRED STOCK	8
DESCRIPTION OF WARRANTS	9
DESCRIPTION OF DEBT SECURITIES	10
PLAN OF DISTRIBUTION	22
LEGAL MATTERS	23
EXPERTS	23
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE	24
WHERE YOU CAN FIND MORE INFORMATION	25

You should rely only on the information contained in or incorporated by reference into this prospectus or any prospectus supplement. We have not authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. This prospectus is not an offer to sell, nor is it seeking an offer to buy, the securities offered by this prospectus in any jurisdiction where the offer or sale is not permitted. The information contained in this prospectus, any prospectus supplement or the documents incorporated by reference herein is accurate only as of the dates of the respective documents in which such information is included, regardless of the time of delivery of such document or any sale of the securities offered hereby.

ABOUT THIS PROSPECTUS

This prospectus describes some of the general terms that may apply to the securities offered hereby. The specific terms of any securities to be offered will be described in supplements to this prospectus. The prospectus supplements may also add, update or change information contained in this prospectus. Any statement that we make in this prospectus will be modified or superseded by any inconsistent statement made by us in a prospectus supplement. This prospectus may not be used to offer and sell securities unless accompanied by a prospectus supplement.

You should read both this prospectus and any accompanying prospectus supplement together with the additional information described under the heading “Incorporation of Certain Documents by Reference” before you make your investment decision.

In this prospectus, we refer to information regarding the coal industry in the United States from Energy Ventures Analysis, Inc. (the “EVA”). We are not affiliated with the EVA and the EVA is not aware of and has not consented to being named in this prospectus. Although we believe that this information is reliable, we have not independently verified the accuracy or completeness of this information.

Unless the context otherwise indicates, references to “Massey,” “we,” “us,” “our,” and “Company” in this prospectus refer to Massey Energy Company and its subsidiaries, and references to “A.T. Massey” are to A.T. Massey Coal Company, Inc., our wholly owned and sole, direct operating subsidiary.

i

MASSEY ENERGY COMPANY

Overview

We are one of the premier coal producers in the United States. As measured by 2007 revenue, EVA ranks us as the fourth largest United States coal company in terms of produced coal revenues. We are the largest coal company in Central Appalachia, our primary region of operation, in terms of revenue, tons produced and total coal reserves.

We produce, process and sell bituminous coal of various steam and metallurgical grades, primarily of a low sulfur content, through our 23 processing and shipping centers, many of which receive coal from multiple mines. At June 30, 2008, we operated 57 mines, including 43 underground (two of which employ both room and pillar and longwall mining) and 14 surface (with nine highwall miners in operation) in West Virginia, Kentucky and Virginia. The number of mines that we operate may vary from time to time depending on a number of factors, including the existing demand for and price of coal, exhaustion of economically recoverable reserves and availability of experienced labor.

Customers for our steam coal product include primarily electric power utility companies who use our coal as fuel for their steam-powered generators. Customers for our metallurgical coal include primarily steel producers who use our coal to produce coke, which is in turn used as a raw material in the steel manufacturing process.

Corporate Information

A.T. Massey was originally incorporated in Richmond, Virginia in 1920 as a coal brokering business. In the late 1940s, A.T. Massey expanded its business to include coal mining and processing. In 1974, St. Joe Minerals acquired a majority interest in A.T. Massey. In 1981, St. Joe Minerals was acquired by Fluor Corporation. A.T. Massey was wholly owned by Fluor Corporation from 1987 until November 30, 2000. On November 30, 2000, we completed a reverse spin-off which separated Fluor Corporation into two entities: the “new” Fluor Corporation and Fluor Corporation which retained our coal-related businesses and was subsequently renamed Massey Energy Company. Massey Energy Company has been a separate, publicly traded company since December 1, 2000.

Our principal executive offices are located at 4 North 4th Street, Richmond, Virginia 23219. Our telephone number is (804) 788-1800. Our website is www.masseyenergyco.com. Information on our website is not part of this prospectus.

1

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

From time to time, we make certain comments and disclosures in this prospectus, any prospectus supplement and the documents incorporated by reference that may be forward-looking in nature. Examples include statements related to our future outlook, anticipated capital expenditures, projected cash flows and borrowings, and sources of funding. We caution readers that forward-looking statements, including disclosures that use words such as “believe,” “anticipate,” “expect,” “estimate,” “intend,” “may,” “plan,” “project,” “will” and similar words or statements are subject to certain risks, trends and uncertainties that could cause actual cash flows, results of operations, financial condition, cost reductions, acquisitions, dispositions, financing transactions, operations, expansion, consolidation and other events to differ materially from the expectations expressed or implied in such forward-looking statements. Any forward-looking statements are also subject to a number of assumptions regarding, among other things, future economic, competitive and market conditions. These assumptions are based on facts and conditions, as they exist at the time such statements are made as well as predictions as to future facts and conditions, the accurate prediction of which may be difficult and involve the assessment of circumstances and events beyond our control. We disclaim any intent or obligation to update these forward-looking statements unless required by securities law, and we caution the reader not to rely on them unduly.

We have based any forward-looking statements we have made on our current expectations and assumptions about future events and circumstances that are subject to risks, uncertainties and contingencies that could cause results to differ materially from those discussed in the forward-looking statements, including, but not limited to:

(i) our cash flows, results of operation or financial condition;

(ii) the successful completion of acquisition, disposition or financing transactions and the effect thereof on our business;

(iii) governmental policies, laws, regulatory actions and court decisions affecting the coal industry or our customer’s coal usage;

(iv) legal and administrative proceedings, settlements, investigations and claims and the availability of insurance coverage related thereto;

(v) inherent risks of coal mining beyond our control, including weather and geologic conditions or catastrophic weather-related damage;

(vi) our production capabilities to meet market expectations and customer requirements;

(vii) our ability to obtain coal from brokerage sources or contract miners in accordance with their contracts;

(viii) our ability to obtain and renew permits necessary for our existing and planned operations in a timely manner;

(ix) the cost and availability of transportation for our produced coal;

(x) our ability to expand our mining capacity;

(xi) our ability to manage production costs, including labor costs;

(xii) adjustments made in price, volume or terms to existing coal supply agreements;

(xiii) the worldwide market demand for coal, electricity and steel;

(xiv) environmental concerns related to coal mining and combustion and the cost and perceived benefits of alternative sources of energy such as natural gas and nuclear energy;

(xv) competition among coal and other energy producers, in the Unites States and internationally;

(xvi) our ability to timely obtain necessary supplies and equipment;

2

(xvii) our reliance upon and relationships with our customers and suppliers;

(xviii) the creditworthiness of our customers and suppliers;

(xix) our ability to attract, train and retain a skilled workforce to meet replacement or expansion needs;

(xx) our assumptions and projections concerning economically recoverable coal reserve estimates;

(xxi) our failure to enter into anticipated new contracts;

(xxii) future economic or capital market conditions;

(xxiii) foreign currency fluctuations;

(xxiv) the availability and costs of credit, surety bonds and letters of credit that we require;

(xxv) the lack of insurance against all potential operating risks;

(xxvi) our assumptions and projections regarding pension and other post-retirement benefit liabilities;

(xxvii) our interpretation and application of accounting literature related to mining specific issues; and

(xxviii) the successful implementation of our strategic plans and objectives for future operations and expansion or consolidation.

We are including this cautionary statement in this document to make applicable and take advantage of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 for any forward-looking statements made by, or on behalf, of us. Any forward-looking statements should be considered in context with the various disclosures made by us about our businesses, including, without limitation, the risk factors described above in any prospectus supplement, the documents incorporated by reference, including those described under the captions “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K and our Quarterly Reports on Form 10-Q that we have filed, or will file, with the Securities and Exchange Commission (“SEC”), and other factors that may be included in our filings with the SEC.

3

USE OF PROCEEDS

Unless otherwise set forth in a prospectus supplement, we intend to use the net proceeds of any offering of securities sold for general corporate purposes, which may include acquisitions, repayment of debt, capital expenditures, working capital and any other purposes that may be stated in any prospectus supplement. When a particular series of securities is offered, the prospectus supplement relating to that offering will set forth our intended use of the net proceeds received from the sale of those securities. The net proceeds may be invested temporarily in short-term marketable securities or applied to repay short-term debt until they are used for their stated purpose.

Unless otherwise set forth in a prospectus supplement, we will not receive any proceeds in the event that the securities are sold by a selling securityholder.

RATIO OF EARNINGS TO FIXED CHARGES

The following table sets forth the ratio of earnings to fixed charges for each of the last five years:

	YEAR ENDED DECEMBER 31,								SIX MONTHS ENDED JUNE 30,
	2007	2006	2005		2004		2003		2008		2007
Ratio of earnings to fixed charges(1)(2)	2.5	1.4	—	(1)	—	(1)	—	(1)	—	(1)	2.7

(1) For purposes of computing the ratio of earnings to fixed charges, “earnings” consist of income from operations before income taxes plus fixed charges. “Fixed charges” consist of interest and debt expense, capitalized interest and a portion of rent expense we believe to be representative of interest. Earnings for the years ended December 31, 2005, 2004 and 2003 and the six months ended June 30, 2008, were inadequate to cover fixed charges, with a deficiency of $75.4 million, $5.6 million, $60.6 million and $72.5 million, respectively.

(2) There were no preferred stock dividends during any of the periods presented above. As a result, the ratio of earnings to fixed charges and preferred stock dividends is the same as the ratio of earnings to fixed charges.

4

DESCRIPTION OF OUR COMMON STOCK

We are incorporated in Delaware. The rights of our stockholders are governed by Delaware law and our restated certificate of incorporation and restated bylaws. The following briefly summarizes the provisions of Delaware law, our restated certificate of incorporation and restated bylaws that would be important to holders of our securities. The following description is not complete and is subject to, and qualified in its entirety by reference to, Delaware law and the terms and provisions of our restated certificate of incorporation and restated bylaws. In this section, all references to “Massey,” “we,” “us” or similar references mean only Massey Energy Company and do not include its subsidiaries.

General

Our restated certificate of incorporation authorizes the issuance of 150 million shares of common stock, $0.625 par value per share. As of June 30, 2008, there were 80,765,855 shares of common stock issued and outstanding, which were held by approximately 6,677 stockholders of record.

Voting Rights

Holders of our common stock are entitled to one vote per share on all matters voted on generally by stockholders, except the election of directors as to which our restated certificate of incorporation grants cumulative voting rights to stockholders. Except as otherwise required by law or with respect to any outstanding series of our preferred stock, the holders of our common stock possess all voting power.

Under our restated bylaws, stockholder action is effective upon majority vote. However, an affirmative vote of the holders of at least 80% of the voting power of our outstanding shares is required for the approval of any proposal to amend or repeal our restated bylaws or to:

• merge or consolidate with another corporation that, together with its affiliates, beneficially owns more than 5% of the voting power of our outstanding shares (such other corporation and its affiliates referred to as a “related corporation”);

• sell or exchange all or substantially all of our assets or business to or with a related corporation; or

• issue or deliver any stock or other securities in exchange or payment for any assets or property of, or securities issued by, a related corporation;

unless such actions are approved by our board of directors before the acquisition by the related corporation of beneficial ownership of more than 5% of the voting power of our outstanding shares.

Furthermore, the affirmative vote of the holders of at least 80% of the voting power of our outstanding shares must approve changes to provisions in our restated certificate of incorporation relating to:

• amendment of our restated certificate of incorporation or restated bylaws;

• classification of our board of directors;

• prohibition of stockholder action without a meeting;

• cumulative voting;

• vote required for certain extraordinary transactions with related corporations; and

• appraisal rights.

Dividend Rights; Rights Upon Liquidation

Subject to any preferential rights of holders of any of our preferred stock that may be outstanding, holders of shares of our common stock are entitled to receive dividends on their shares of common stock out of assets

5

legally available for distribution when, as and if authorized and declared by our board of directors and to share ratably in our assets legally available for distribution to our stockholders in the event of our liquidation, dissolution or winding-up.

Classification of Our Board of Directors

Our board of directors is divided into three classes of directors serving staggered three-year terms. As a result, approximately one-third of our directors are elected each year. We believe that a classified board of directors will help to assure the continuity and stability of our board of directors and our business strategies and policies as determined by our board of directors because a majority of the directors at any given time will have prior experience as directors of Massey Energy. This provision should also help to ensure that, if confronted with an unsolicited proposal from a third party that has acquired a block of our voting stock we will have sufficient time to review the proposal and appropriate alternatives and to seek the best available result for all of our stockholders.

A classified board of directors could prevent a third party who acquires control of a majority of our outstanding voting stock from obtaining control of our board of directors until the second annual stockholders meeting following the date the third party obtains the controlling stock interest. This could have the effect of discouraging a potential acquiror from making a tender offer or otherwise attempting to obtain control of Massey Energy and could thus increase the likelihood that incumbent directors will retain their positions.

Miscellaneous

Holders of our common stock have no preferences or preemptive, conversion or exchange rights. Shares of our common stock will not be liable for further calls or assessments by us, and the holders of our common stock will not be liable for any of our liabilities. All of the outstanding shares of our common stock are, and any common stock issued and sold pursuant to this prospectus and any prospectus supplement will be, fully paid and nonassessable.

Our common stock is listed on the NYSE under the symbol “MEE.”

Anti-Takeover Provisions of Our Restated Certificate of Incorporation and Restated Bylaws and Delaware Law

General

Our restated certificate of incorporation, restated bylaws and Section 203 of the Delaware General Corporation Law contain provisions that may have the effect of impeding the acquisition of control of Massey Energy by means of a tender offer, a proxy fight, open market purchases or otherwise in a transaction not approved by our board of directors. These provisions are designed to reduce, or have the effect of reducing, our vulnerability to an unsolicited proposal for the restructuring or sale of all or substantially all of our assets or an unsolicited takeover attempt that is unfair to our stockholders.

Restated Certificate of Incorporation and Bylaw Provisions

Preferred Stock. Under our restated certificate of incorporation, our board of directors has the authority, without further stockholder approval, to issue preferred stock in series and to fix the designations, voting power, preferences and rights of the shares of each series and any qualifications, limitations or restrictions with respect to that series. Under this authority, our board of directors could create and issue a series of preferred stock with rights, preferences or restrictions that have the effect of discriminating against an existing or prospective holder of our capital stock as a result of such holder beneficially owning or commencing a tender offer for a substantial amount of our common stock. One of the effects of authorized but unissued and unreserved shares of preferred stock may be to render more difficult for, or discourage an attempt by, a potential acquiror to obtain control of

6

Massey Energy by means of a merger, tender offer, proxy contest or otherwise, and thereby protect the continuity of our management. The issuance of shares of preferred stock may have the effect of delaying, deferring or preventing a change in control of Massey Energy without any further action by our stockholders.

Other Provisions. Other provisions of our restated certificate of incorporation and restated bylaws that may make replacing our board more difficult include:

• 80% supermajority voting requirements to approve certain extraordinary corporate transactions or certain amendments to our restated certificate of incorporation and restated bylaws;

• classification of our board of directors;

• prohibition on stockholders calling a meeting or acting by written consent;

• requirements for advance notice for raising business or making nominations at stockholder meetings; and

• ability of our board of directors to increase the size of the board and fill vacancies on the board.

Section 203 of the Delaware General Corporation Law

We are subject to Section 203 of the Delaware General Corporation Law. The provisions of Section 203 prohibit us from engaging in certain “business combinations” with an “interested stockholder” for a period of three years after the date that the person became an interested stockholder, unless one of the following conditions is satisfied:

• before the date that the person became an interested stockholder, our board of directors approved the transaction or business combination that resulted in the person becoming an interested stockholder;

• upon consummation of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owns at least 85% of our outstanding voting stock; or

• on or after the date that the person became an interested stockholder, the business combination is approved by our board of directors and by the holders of at least 66 ²/3% of our outstanding voting stock, excluding voting stock owned by the interested stockholder.

Generally, a “business combination” includes a merger, asset or stock sale or other transaction resulting in a financial benefit to the interested stockholder. Subject to certain exceptions, an “interested stockholder” is a person who together with that person’s affiliates and associates owns, or within the previous three years did own, 15% or more of our outstanding voting stock.

Transfer Agent and Registrar

Wells Fargo Shareowner Services is the transfer agent and registrar for our common stock.

Limitation of Liability and Indemnification Matters

Our restated certificate of incorporation requires that our directors and officers be indemnified to the maximum extent permitted by Delaware law.

Our restated certificate of incorporation includes a provision eliminating, to the fullest extent permitted by Delaware law, director liability for monetary damages for breaches of fiduciary duty.

7

DESCRIPTION OF PREFERRED STOCK

Our restated certificate of incorporation authorizes the issuance of 20 million shares of preferred stock. As of the date hereof, there were no shares of our preferred stock outstanding. The board of directors may provide by resolution for the issuance of preferred stock, in one or more series, and to fix the powers, preferences, and rights, and the qualifications, limitations, and restrictions thereof, of this preferred stock, including dividend rights, conversion rights, voting rights, terms of redemption, liquidation preferences, sinking fund provisions, if any, and the number of shares constituting any series or the designation of such series. The issuance of preferred stock could have the effect of decreasing the market price of the common stock and could adversely affect the voting and other rights of the holders of common stock.

We will include in a prospectus supplement the terms relating to any series of preferred stock being offered. These terms will include some or all of the following:

• the title of the series and the number of shares in the series, which our board may, except where otherwise provided in the preferred stock designation, increase or decrease, but not below the number of shares then outstanding;

• the price at which the preferred stock will be offered;

• the dividend rate or rates or method of calculating the rates, the dates on which the dividends will be payable, whether or not dividends will be cumulative or noncumulative and, if cumulative, the dates from which dividends on the preferred stock being offered will cumulate;

• the voting rights, if any, of the holders of shares of the preferred stock being offered;

• the provisions for a sinking fund, if any, and the provisions for redemption, if applicable, of the preferred stock being offered;

• the liquidation preference per share;

• whether the shares of the preferred stock being offered will be convertible into shares of any other class or series, or any other security, of our company or any other corporation, and, if so, the specification of the other class or series or other security, the conversion price or prices or rate or rates, any rate adjustments, the date or dates as of which the shares will be convertible and all other terms and conditions upon which the conversion may be made;

• any listing of the preferred stock being offered on any securities exchange;

• whether interests in the shares of the series will be represented by depositary shares;

• a discussion of any material U.S. federal income tax considerations applicable to the preferred stock being offered;

• the relative ranking and preferences of the preferred stock being offered as to dividend rights and rights upon liquidation, dissolution, or the winding up of our affairs;

• any limitations on the issuance of any class or series of preferred stock ranking senior or equal to the series of preferred stock being offered as to dividend rights and rights upon liquidation, dissolution or the winding up of our affairs; and

• any additional rights, preferences, qualifications, limitations, and restrictions of the series.

Upon issuance, the shares of preferred stock will be fully paid and nonassessable. We are not required by the Delaware General Corporation Law to seek stockholder approval prior to any issuance of authorized but unissued stock and our board of directors does not currently intend to seek stockholder approval prior to any issuance of authorized but unissued stock, unless otherwise required by law or the listing requirements of the New York Stock Exchange. As of the date of this prospectus, our board of directors had not established any series of preferred stock, and no shares of our preferred stock are outstanding.

8

DESCRIPTION OF WARRANTS

We may issue warrants to purchase equity securities. Each warrant will entitle the holder to purchase for cash the amount of equity securities at the exercise price stated or determinable in the prospectus supplement for the warrants. We may issue warrants independently or together with any offered securities. The warrants may be attached to or separate from those offered securities. We will issue the warrants under warrant agreements to be entered into between us and a bank or trust company, as warrant agent, all as described in the applicable prospectus supplement. The warrant agent will act solely as our agent in connection with the warrants and will not assume any obligation or relationship of agency or trust for or with any holders or beneficial owners of warrants.

The prospectus supplement relating to any warrants that we may offer will contain the specific terms of the warrants. These terms will include some or all of the following:

• the title of the warrants;

• the price or prices at which the warrants will be issued;

• the designation, amount and terms of the securities for which the warrants are exercisable;

• the designation and terms of the other securities, if any, with which the warrants are to be issued and the number of warrants issued with each other security;

• the aggregate number of warrants;

• any provisions for adjustment of the number or amount of securities receivable upon exercise of the warrants or the exercise price of the warrants;

• the price or prices at which the securities purchasable upon exercise of the warrants may be purchased;

• the date on and after which the warrants and the securities purchasable upon exercise of the warrants will be separately transferable, if applicable;

• a discussion of any material U.S. federal income tax considerations applicable to the exercise of the warrants;

• the date on which the right to exercise the warrants will commence, and the date on which the right will expire;

• the maximum or minimum number of warrants that may be exercised at any time;

• information with respect to book-entry procedures, if any; and

• any other terms of the warrants, including terms, procedures and limitations relating to the exchange and exercise of the warrants.

9

DESCRIPTION OF DEBT SECURITIES

General

The debt securities will be governed by an indenture among us, the guarantors parties thereto and Wilmington Trust Company, as trustee. The trustee has two main roles. First, the trustee can enforce your rights against us if we default. There are some limitations on the extent to which the trustee acts on your behalf, described under “Events of Default.” Second, the trustee may perform administrative duties for us, such as sending you interest payments, transferring your debt securities to a new buyer if you sell, and sending you notices.

This section summarizes the general terms of the debt securities we may offer. The prospectus supplement relating to any particular debt securities offered will describe the specific terms of the debt securities, which may be in addition to or different from the general terms summarized in this section. The summary in this section and in any prospectus supplement does not describe every aspect of the indenture or the debt securities, and is subject to and qualified in its entirety by reference to all the provisions of the indenture and the debt securities. The forms of the indenture and the debt securities are filed as exhibits to the registration statement. See “Where You Can Find More Information” for information on how to obtain a copy.

The prospectus supplement relating to any series of debt securities will describe the following specific financial, legal and other terms particular to such series of debt securities:

• the title of the debt securities of the series (which shall distinguish the debt securities of the series from debt securities of any other series);

• any limit upon the aggregate principal amount of the debt securities of the series which may be authenticated and delivered under this indenture (except for debt securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other debt securities of the series pursuant to specified provisions of the indenture);

• the person to whom any interest on a debt security of the series shall be payable, if other than the person in whose name that debt security (or one or more predecessor debt securities) is registered at the close of business on the regular record date for such interest;

• the date or dates on which the principal of any debt securities of the series is payable or the method by which such date shall be determined and the right, if any, to shorten or extend the date on which the principal of any debt securities of the series is payable and the conditions to any such change;

• the rate or rates at which any debt securities of the series shall bear interest, if any, or the method by which such rate or rates shall be determined; the date or dates from which any such interest shall accrue; the interest payment dates on which any such interest shall be payable; the manner (if any) of determination of such interest payment dates; and the regular record date, if any, for any such interest payable on any interest payment date;

• the right, if any, to extend the interest payment periods and the terms of such extension or extensions;

• the place or places where the principal of and any premium and interest on any debt securities of the series shall be payable and whether, if acceptable to the trustee, any principal of such debt securities shall be payable without presentation or surrender thereof;

• the period or periods within which, or the date or dates on which, the price or prices at which and the terms and conditions upon which any debt securities of the series may be redeemed, in whole or in part, at our option and, if other than by a board resolution, the manner in which any election by us to redeem the debt securities shall be evidenced;

• the obligation, if any, of the company to redeem or purchase any debt securities of the series pursuant to any sinking fund, purchase fund or analogous provisions or at the option of the holder thereof and

10

the period or periods within which, the price or prices at which and the terms and conditions upon which any debt securities of the series shall be redeemed or purchased, in whole or in part, pursuant to such obligation;

• if other than denominations of $1,000 and any integral multiple thereof, the denominations in which any debt securities of the series shall be issuable;

• if the amount of principal of or any premium or interest on any debt securities of the series may be determined with reference to an index or pursuant to a formula, the manner in which such amounts shall be determined;

• if other than the currency of the United States of America, the currency, currencies or currency units in which the principal of or any premium or interest on any debt securities of the series shall be payable and the manner of determining the equivalent thereof in the currency of the United States of America for any purpose;

• if the principal of or any premium or interest on any debt securities of the series is to be payable, at our election or the election of the holder thereof, in one or more currencies or currency units other than that or those in which such debt securities are stated to be payable, the currency, currencies or currency units in which the principal of or any premium or interest on such debt securities as to which such election is made shall be payable, the periods within which and the terms and conditions upon which such election is to be made and the amount so payable (or the manner in which such amount shall be determined);

• if other than the entire principal amount thereof, the portion of the principal amount of any debt securities of the series which shall be payable upon declaration of acceleration of the maturity thereof;

• if the principal amount payable at the stated maturity of any debt securities of the series will not be determinable as of any one or more dates prior to the stated maturity, the amount which shall be deemed to be the principal amount of such debt securities as of any such date for any purpose thereunder, including the principal amount thereof which shall be due and payable upon any maturity other than the stated maturity or which shall be deemed to be outstanding as of any date prior to the stated maturity (or, in any such case, the manner in which such amount deemed to be the principal amount shall be determined);

• if either or both of legal defeasance and covenant defeasance provisions do not apply to any debt securities of the series;

• if the debt securities of the series are convertible or exchangeable into our common stock or other securities;

• if applicable, that any debt securities of the series shall be issuable in whole or in part in the form of one or more global debt securities and, in such case, the respective depositary or depositaries for such global debt securities, the form of any legend or legends which shall be borne by any such global security in addition to or in lieu of that set forth in the indenture and any circumstances in addition to or in lieu of those set forth in the indenture in which any such global security may be exchanged in whole or in part for debt securities registered, and any transfer of such global security in whole or in part may be registered, in the name or names of persons other than the depositary for such global security or a nominee thereof;

• any addition, modification or deletion of any events of default or covenants provided with respect to any debt securities of the series and any change in the right of the trustee or the requisite holders of such debt securities to declare the principal amount thereof due and payable; and

• any other terms of the series.

The terms of any series of debt securities may vary from the terms described here. Thus, this summary also is subject to and qualified by reference to the description of the particular terms of your debt securities to be described in the prospectus supplement. The prospectus supplement relating to the debt securities will be attached to the front of this prospectus.

11

The indenture and its associated documents contain the full legal text of the matters described in this section. The indenture, the debt securities and the guarantees described below are governed by the laws of the State of New York.

Payment and Paying Agents

We will pay interest to you if you are a holder listed in the trustee’s records at the close of business on a particular day in advance of each due date for interest, even if you no longer own the debt security on the interest due date.

We may choose to pay interest, principal and any other money due on the debt securities at the corporate trust office of the trustee. You must make arrangements to have your payments picked up at or wired from the trust office.

We may also arrange for additional payment offices, and may cancel or change these offices, including our use of the trustee’s corporate trust office. These offices are called “paying agents.” We may also choose to act as our own paying agent. We must notify you of changes in the paying agents for any particular series of debt securities.

Form, Exchange, Registration and Transfer

Unless otherwise provided in a prospectus supplement, we intend to issue debt securities only in registered global form.

You may have your debt securities broken into more debt securities of smaller denominations or combined into fewer debt securities of larger denominations, as long as the total principal amount is not changed. This is called an “exchange.”

You may exchange or transfer debt securities at the office of the trustee. The trustee acts as our agent for registering debt securities in the names of holders and transferring debt securities. We may appoint another entity or perform this role ourselves. The entity performing the role of maintaining the list of registered holders is called the “security registrar.” It will also perform transfers. You will not be required to pay a service charge to transfer or exchange debt securities, but you may be required to pay for any tax or other governmental charge associated with the exchange or transfer. The transfer or exchange will only be made if the security registrar is satisfied with your proof of ownership.

If the debt securities are redeemable and we redeem less than all of the debt securities of a particular series, we may block the transfer or exchange of those debt securities during the period beginning 15 days before the day we mail the notice of redemption and ending on the day of that mailing, in order to freeze the list of holders to prepare the mailing. We may also refuse to register transfers or exchanges of debt securities selected for redemption, except that we will continue to permit transfers and exchanges of the unredeemed portion of any debt security being partially redeemed.

Guarantees

Except to the extent otherwise provided in the applicable prospectus supplement, our obligations under the debt securities and the indenture are guaranteed (each, a “guarantee”) by the subsidiaries that guarantee our outstanding senior and convertible notes, which represent substantially all of our subsidiaries. Certain future subsidiaries will not be required to become guarantors. In the event of a bankruptcy, liquidation or reorganization of any of these non-guarantor subsidiaries, these non-guarantor subsidiaries will pay the holders of their debts and their trade creditors before they will be able to distribute any of their assets to us or to their guarantor parents.

12

The obligations of each subsidiary guarantor under its guarantee are limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such subsidiary guarantor and after giving effect to any collections from or payments made by or on behalf of any other subsidiary guarantor in respect of the obligations of any such other subsidiary guarantor under its guarantee or pursuant to its contribution obligations under the indenture, result in the obligations of any such subsidiary guarantor under its guarantee not constituting a fraudulent conveyance, fraudulent transfer or similarly avoidable transaction under U.S. federal or state law. Each subsidiary guarantor that makes a payment or distribution under its guarantee is entitled to a contribution from each other subsidiary guarantor in a pro rata amount based on net assets of each subsidiary guarantor.

A subsidiary guarantor will be released and relieved of any obligations under its guarantee:

• in the event of a sale or other disposition of all of the assets of any subsidiary guarantor, by way of merger, amalgamation, consolidation, plan of arrangement or otherwise, or a sale or other disposition of all the equity interests of any subsidiary guarantor then held by us and our subsidiaries; or

• if the subsidiary guarantor merges with or into or consolidates with, or transfers all or substantially all of its assets to, us or another subsidiary guarantor in a compliance with the indenture.

Additional Guarantees

Except to the extent otherwise provided in the applicable prospectus supplement, we will covenant with respect to the debt securities of each series that if any subsidiary that is not a guarantor incurs any indebtedness (other than indebtedness owing to us or another subsidiary or non-recourse indebtedness), including any guarantee of any of our or our subsidiary’s indebtedness (other than a guarantee of indebtedness owing to us or our subsidiary), then we shall cause such subsidiary to:

• execute and deliver to the trustee a supplemental indenture in form reasonably satisfactory to the trustee pursuant to which such subsidiary shall issue a guarantee; and

• deliver to the trustee an opinion of counsel (which may contain customary exceptions) that such supplemental indenture and guarantee have been duly authorized, executed and delivered by such subsidiary and constitute legal, valid, binding and enforceable obligations of such subsidiary.

Thereafter, such subsidiary shall be a guarantor for all purposes of the indenture. We may cause any other subsidiary of ours to issue a guarantee and become a guarantor. At any time all the indebtedness and guarantees of indebtedness of such guarantor are repaid or released without further obligation by such subsidiary, such subsidiary need no longer be a guarantor for purposes of this covenant, and the trustee shall promptly execute such documents and instruments as we or such subsidiary may request to evidence the termination of the guarantee.

“Non-recourse indebtedness” means indebtedness of a subsidiary:

(1) as to which neither we nor any guarantor (a) provides credit support of any kind (including any undertaking, indemnity, agreement or instrument that would constitute indebtedness), (b) is directly or indirectly liable as a guarantor or otherwise, or (c) constitutes the lender;

(2) no default with respect to which (including any rights that the holders thereof may have to take enforcement action against a subsidiary) would permit upon notice, lapse of time or both any holder of any other indebtedness (other than the debt securities of the particular series) of us or any guarantor to declare a default on the other indebtedness or cause the payment thereof to be accelerated or payable prior to its stated maturity; and

(3) the explicit terms of which provide there is no recourse to the equity interests or assets of us or any of the guarantors.

Except to the extent otherwise provided in the applicable prospectus supplement, we and our subsidiaries shall not be required to comply with the provisions of this covenant during any Suspension Period.

13

“Suspension Period” means any period in which the debt securities are rated Investment Grade by both Rating Agencies and no Default has occurred and is continuing under the indenture.

“Investment Grade” designates a rating of BBB- or higher by S&P or Baa3 or higher by Moody’s or the equivalent of such ratings by S&P or Moody’s.

“S&P” means Standard & Poor’s Rating Services, a division of the McGraw-Hill Companies, Inc., and its successors.

“Moody’s” means Moody’s Investors Service, Inc. and its successors.

“Rating Agencies” means S&P and Moody’s.

“Default” means (1) any event of default under the indenture or (2) any event, act or condition that, after notice or the passage of time or both, would be an event of default.

Events of Default

Unless otherwise provided in the applicable prospectus supplement, each of the following will constitutes an event of default with respect to the debt securities of each series:

• default in the payment of any interest when it becomes due and payable, and continuance of such default for a period of 30 days;

• default in the payment of principal of or any premium on any debt security when it becomes due and payable;

• default in the making of any sinking fund payment, when and as due by the terms of any debt security, and continuance of such default for a period of 30 days;

• default in the performance, or breach, of any covenant or warranty of ours or of any guarantor in the indenture and continuance of such default or breach for a period of 90 days after written notice thereof to us by the trustee or to us and the trustee by the holders of at least 25% in aggregate principal amount of the outstanding debt securities of such series, provided such written notice specifies such default or breach and requires it be remediated and states that such notice is a “notice of default” under the indenture;

• a default under any debt by us or any subsidiary of ours that results in the acceleration of the maturity of such debt or failure to pay any such debt, or failure to pay any such debt at maturity, in an aggregate amount greater than $25 million or its foreign currency equivalent at the time and such debt is not discharged or the acceleration is not annulled within seven days of written notice of acceleration;

• any guarantee of any Significant Subsidiary (as defined below) ceases to be in full force and effect (other than in accordance with the terms of such guarantee and the indenture) or is declared null and void and unenforceable or found to be invalid by a court of competent jurisdiction or any such guarantor denies in writing its liability under its guarantee (other than by reason of release of any such guarantor from its guarantee in accordance with the terms of the indenture and the guarantee);

• and certain events of bankruptcy, insolvency and reorganization (each, a “bankruptcy event”).

“Significant Subsidiary” means (1) any guarantor that would be a “significant subsidiary” as defined in Regulation S-X promulgated pursuant to the Securities Act as such regulation is in effect on the first date of issuance of the debt securities of a series and (2) any guarantor that, when aggregated with all other guarantors that are not otherwise Significant Subsidiaries and as to which any bankruptcy event has occurred and is continuing, would constitute a Significant Subsidiary under clause (1) of this definition.

If an event of default (other than an event of default specified in the last bullet point above) occurs and is continuing, then and in every such case the trustee, by written notice to us, or the holders of not less than 25% in aggregate principal amount of the then outstanding debt securities of a series, by written notice to us and the

14

trustee, may declare the unpaid principal of and accrued and unpaid interest and additional interest, if any, on all such debt securities then outstanding to be due and payable. Upon such declaration, such principal amount and accrued and unpaid interest and additional interest, if any, will become immediately due and payable, notwithstanding anything contained in the indenture or the debt securities to the contrary. If any event of default specified in the last bullet point above occurs, all unpaid principal of, and accrued and unpaid interest and additional interest, if any, on the debt securities of a series then outstanding will automatically become due and payable without any declaration or other act on the part of the trustee or any holder of debt securities.

Holders of the debt securities may not enforce the indenture or the debt securities except as provided in the indenture. Subject to the provisions of the indenture relating to the duties of the trustee, the trustee is under no obligation to exercise any of its rights or powers under the indenture at the request, order or direction of any of the holders, unless such holders have offered to the trustee a security or an indemnity satisfactory to it against any cost, expense or liability. Subject to all provisions of the indenture and applicable law, the holders of a majority in aggregate principal amount of the then outstanding debt securities of a series have the right to direct the time, method and place of conducting any proceeding for any remedy available to the trustee or exercising any trust or power conferred on the trustee.

If a default or event of default occurs and is continuing and is known to the trustee, the indenture requires the trustee to mail a notice of default or event of default to each holder within 60 days of the occurrence of such default or event of default. However, the trustee may withhold from the holders notice of any continuing default or event of default (except a default or event of default in the payment of principal of, interest or additional interest, if any, on, or any sinking fund or purchase fund installment with respect to, the debt securities) if it determines in good faith that withholding notice is in their interest. The holders of a majority in aggregate principal amount of the debt securities of a series then outstanding by notice to the trustee may rescind any acceleration of such debt securities and its consequences if all existing events of default (other than the nonpayment of principal of, interest and additional interest, if any, on such debt securities that has become due solely by virtue of such acceleration) have been cured or waived and if the rescission would not conflict with any judgment or decree of any court of competent jurisdiction. No such rescission will affect any subsequent default or event of default or impair any right consequent thereto.

The holders of a majority in aggregate principal amount of the debt securities of a series then outstanding may, on behalf of the holders of all such debt securities, waive any past default or event of default under the indenture and its consequences, except default in the payment of principal of, premium, if any, or interest on such debt securities (other than the non-payment of principal of, premium, if any, interest and additional interest, if any, on such debt securities that has become due solely by virtue of an acceleration that has been duly rescinded as provided above) or in respect of a covenant or provision of the indenture that cannot be modified or amended without the consent of all holders of such debt securities.

We are required to deliver to the trustee annually a statement regarding compliance with the indenture and are required, upon becoming aware of any default or event of default, to deliver to the trustee a statement specifying such default or event of default.

Modification

There are three types of changes we, the guarantors and the trustee can make to the indenture and the debt securities through a supplemental indenture.

Changes Requiring Your Approval

First, there are changes that cannot be made to the indenture or your debt securities without your specific approval. Following is a list of those types of changes:

• a reduction in any premium payable upon the redemption of any debt securities;

• a reduction of the principal of or change the fixed maturity of any debt security;

15

• a change in the payment due date of the principal or interest on a debt security;

• a reduction of the rate of or change the time or place for payment of interest on any debt securities;

• a reduction in the amount of the principal of an original issue discount debt security or any other debt security which would be due and payable upon a declaration of acceleration of maturity in accordance with the indenture, or an impairment in the right to institute suit for the enforcement of any such payment on or after the fixed maturity thereof or redemption date;

• a waiver a default or event of default in the payment of principal of, premium, if any, interest or additional interest, if any, on the debt securities (except a rescission of acceleration of the debt securities by the holders of at least a majority in aggregate principal amount of the debt securities and a waiver of the payment default that resulted from such acceleration);

• the making of any note payable in money other than that stated in the indenture and the debt securities;

• a reduction in the percentage in principal amount of the outstanding debt securities of any series, the consent of whose holders is required for any such supplemental indenture, or the consent of whose holders is required for any waiver (of compliance with certain provisions of the indenture or certain defaults hereunder and their consequences) provided for in the indenture;

• the making of any change in the provisions described in this “Changes Requiring Your Approval” section or the provisions of the indenture relating to waivers of past defaults or waivers of certain covenants, except to increase any such percentage or to provide that certain other provisions of the indenture cannot be modified or waived without the consent of the holders of each outstanding debt security affected thereby;

• a modification of any rights of holders to receive payments of principal of, premium, if any, interest or additional interest, if any, on the debt securities;

• the making of any change to the abilities of holders of debt securities to enforce their rights under the indenture or the foregoing provisions or this provision;

• a modification in the ranking provisions of the indenture in a manner adverse to the holders of debt securities; or

• any other change specified in the prospectus supplement or other offering document relating to the debt securities of that series.

Changes Requiring a Majority Vote

The second type of change to the indenture and the debt securities is the kind that requires consent of the holders of a majority in principal amount of the outstanding debt securities of the particular series affected. With a majority vote, the holders may waive past defaults, provided that such defaults are not of the type described previously under “Changes Requiring Your Approval.”

Changes Not Requiring Approval

The third type of change to the indenture and the debt securities is the kind that requires no consent from holders of debt securities. Without the consent of any holder, we, the guarantors and the trustee may amend or supplement the indenture and debt securities of any series to:

• evidence the succession of another person to us or a guarantor and the assumption by any such successors of the respective obligations of us or a guarantor, as the case may be, under the indenture and in the debt securities and note guarantees in accordance with the indenture;

16

• cure any ambiguity, defect, omission or inconsistency or make any other changes in the provisions of the indenture which we or a guarantor may deem necessary or desirable, provided such amendment does not materially and adversely affect the rights of the holders of any series of debt securities;

• provide for uncertificated debt securities in addition to or in place of certificated debt securities;

• provide for the assumption of our obligations to holders of any series of debt securities in the circumstances required under the indenture as described under “Merger, Consolidation and Sale of Assets;”

• provide for exchange rights of holders of any series of debt securities in certain events such as our consolidation or merger or the sale of all or substantially all of our assets;

• add guarantees with respect to any series of debt securities;

• secure any series of debt securities;

• establish the form or terms of debt securities of any series as permitted by the indenture;

• add covenants of Massey and/or the guarantors for the benefit of the holders of all or any series of debt securities or surrender any right or power conferred upon us or the guarantors with respect to all or any debt securities;

• add additional events of default for the benefit of the holders of all or any series of debt securities;

• comply with the provisions of any clearing agency, clearing corporation or clearing system, or the requirements of the trustee or the registrar with respect to the provisions of the indenture or any series of debt securities relating to transfers and exchange of such debt securities;

• conform the indenture to the description of any series of debt securities contained in the relevant prospectus supplement or other offering document therefor;

• add, change or eliminate any provision of the indenture in respect of one or more series of debt securities, provided such addition, change or elimination (i) does not apply to any series of debt securities then outstanding and entitled to the benefit of such provision or modify the rights of the holders of any such debt securities or (ii) becomes effective only when there is no such debt security outstanding;

• provide for the release of a guarantor of the debt securities in accordance with the indenture;

• evidence and provide for the acceptance of the appointment under the indenture of a successor trustee;

• add or change any provision of the indenture necessary to allow for the issuance of the debt securities in bearer form, registrable or not as to principal, and with or without coupons, or to facilitate the issuance of debt securities in uncertificated form;

• make any change that would provide any additional rights or benefits to the holders of any series of debt securities or that does not adversely affect the legal rights under the indenture of any such holder; or

• comply with requirements of the SEC in order to effect or maintain the qualification of the indenture under the Trust Indenture Act of 1939.

Reporting

The indenture provides for us to file with the trustee, within 15 days after we are required to file the same with the SEC, after giving effect, to the extent applicable, any extension permitted by Rule 12b-25 under the Securities Exchange Act of 1934 (the “Exchange Act”), copies of the annual reports and of the information, documents and other reports (or copies of such portions of any of the foregoing as the SEC may from time to time by rules and regulations prescribe) which we may be required to file with the SEC, pursuant to Section 13 or Section 15(d) of the Exchange Act; provided, however, that we will not be required to deliver to the trustee any materials for which we have sought and obtained confidential treatment from the SEC. Documents filed by us with the SEC via the EDGAR system will be deemed filed with the trustee as of the time such documents are filed via EDGAR. We will also comply with Section 314(a) of the Trust Indenture Act.

17

Consolidation, Merger and Sale of Assets

We may not, in a single transaction or series of related transactions, consolidate, amalgamate or merge with or into any other person, including any other entity, or sell, assign, convey, transfer or lease our properties and assets, as an entirety or substantially as an entirety, to any person or persons unless:

• we are the continuing corporation or the person, if other than us, formed by such consolidation or with which or into which we are merged or the person or group of affiliated persons to which all or substantially all our properties and assets are conveyed, transferred or leased is a corporation organized and existing under the laws of the United States, any of its states or the District of Columbia and expressly assumes our obligations under the debt securities and the indenture; and

• immediately after giving effect to the transaction, there is no default and no event of default under the indenture.

Unless a guarantor is released from its guarantee as provided under “Additional Guarantees,” no guarantor may consolidate or amalgamate with or amalgamate with or merge with or into (whether or not such guarantor is the surviving person) another person or (ii) sell, assign, transfer, lease, convey or otherwise dispose of its properties or assets as an entirety or substantially as an entirety to another person or persons unless:

• such guarantor will be the surviving or continuing person or the person, if other than such guarantor or us, formed by or surviving any such consolidation or merger, amalgamation or the person acquiring the property or assets in any such sale, assignment, transfer, lease, conveyance or other disposition or plan of arrangement expressly assumes all of the obligations of such guarantor under its guarantee and the indenture; and

• immediately after giving effect to such transaction, there is no default and no event of default under the indenture.

If we or a guarantor consolidates, amalgamates with or merges into any other corporation or sells, assigns, conveys, transfers or leases our or such guarantor’s property and assets as an entirety or substantially as an entirety as described in the preceding paragraphs, the successor person shall succeed to and be substituted for us or such guarantor, and may exercise our rights and powers under the indenture, the debt securities and the guarantees and after any such contemplated transaction, except in the case of a lease, we or such guarantor will be relieved of all obligations and covenants under the indenture, the debt securities and the guarantee of such guarantor.

Limitation on Liens

With certain exceptions set forth below, the indenture provides that neither we nor any of our subsidiaries will, while any of the debt securities are outstanding, create, or suffer to be created or to exist any Lien upon any Principal Property of ours or our subsidiaries to secure any indebtedness, unless the debt securities then outstanding are secured by such Lien on an equal and ratable basis with the indebtedness so secured until such time as such indebtedness is no longer secured.

The indenture provides that the restriction on creating, incurring or suffering to be created or to exist any Lien, or any agreements, will not apply to:

• any purchase money Lien upon any Principal Property acquired by us or any of our subsidiaries, or any Lien existing on any Principal Property at the time of the acquisition thereof (including any Lien which exists on any Principal Property of a Person which is consolidated with or merged with or into us or any of our subsidiaries or which transfers or leases all or substantially all of its properties to us or any of our subsidiaries), or conditional sales agreements or other title retention agreements and leases in the nature of title retention agreements with respect to any Principal Property hereafter acquired; provided, however, that no such Lien extends to or covers any other property of us or our subsidiaries;

• any Lien upon any Principal Property of us or our subsidiaries existing as of the date of the initial issuance of a series of debt securities;

• Liens for taxes or assessments or other governmental charges or levies;

18

• pledges or deposits to secure obligations under worker’s compensation laws, unemployment insurance and other social security legislation, including liens of judgments thereunder which are not currently dischargeable;

• pledges or deposits or similar Liens to secure performance in connection with bids, tenders, contracts (other than contracts for the payment of money) or leases to which we or any of our subsidiaries is a party; pledges or deposits or similar Liens to secure public or statutory obligations of us or any of our subsidiaries; builders’, materialmen’s, mechanics’, carriers’, warehousemen’s, workers’, repairmen’s, operators’, landlords’ or other like Liens in the ordinary course of business, or deposits to obtain the release of such Liens; pledges or deposits to secure, or in lieu of, surety, stay, appeal, indemnity, customs, performance or return-of-money bonds; other pledges or deposits for similar purposes in the ordinary course of business;

• Liens created by or resulting from any litigation or proceeding which at the time is being contested in good faith by appropriate proceedings;

• Liens incurred in connection with the issuance of bankers’ acceptances and lines of credit, bankers’ liens or rights of offset and any security given in the ordinary course of business to banks or others to secure any indebtedness payable on demand or maturing within 12 months of the date that such indebtedness is originally incurred;

• Liens on or with respect to coal, gas, hydrocarbon or mineral properties not fully developed securing Indebtedness, the proceeds of which are used to finance or refinance the development of such properties;

• Liens on or with respect to mineral rights held under option but not owned by us or any of our subsidiaries;

• Liens on or with respect to ores, concentrates, metals or other raw materials or products incurred in the ordinary course of business in connection with the importation, purchase or sale thereof;

• Liens in favor of us or any of our affiliates;

• Liens incurred in connection with repurchase, swap or other similar agreements (including, without limitation, commodity price, currency exchange and interest rate protection agreements);

• leases made, or existing on property acquired, in the ordinary course of business;

• Liens securing industrial revenue or pollution control bonds;

• Liens on any property arising in connection with any defeasance, covenant defeasance or in-substance defeasance of indebtedness of ours, including the debt securities;

• Liens created in connection with, and created to secure, a non-recourse obligation;

• zoning restrictions, easements, licenses, rights-of-way, restrictions on the use of property or minor irregularities in title thereto, which do not, in our opinion, materially impair the use of such property in the operation of our or our subsidiaries’ businesses or the value of such property for the purpose of such business;

• any Lien securing indebtedness which may be issued by us in connection with our consolidation or merger with or into any other person (which may be an affiliate of ours) in exchange for or otherwise in substitution for secured indebtedness of such person (“Third Party Debt”) which by its terms (i) is secured by a Lien on all or a portion of the property of such person, (ii) prohibits secured indebtedness from being incurred by such person, unless the Third Party Debt shall be secured equally and ratably with such secured indebtedness or (iii) prohibits secured indebtedness from being incurred by such person;

• any Lien securing indebtedness of any person which is required to be assumed by us in connection with a consolidation or merger of such person, with respect to which any of our property is subjected to a Lien;

• any Lien upon any Principal Property acquired, constructed, developed or improved by us or any of our any of our subsidiaries (whether alone or in association with others) after the date of the indenture which are created prior to, at the time of, or within 18 months after such acquisition (or in the case of

19

property constructed, developed or improved, after the completion of such construction, development or improvement and commencement of full commercial operation of such property, whichever is later) to secure or provide for the payment of any part of the purchase price or cost thereof; provided that in the case of such construction, development or improvement the Liens shall not apply to any property theretofore owned by us or any of our subsidiaries other than theretofore unimproved real property;

• the replacement, extension or renewal (or successive replacements, extensions or renewals), as a whole or in part, of any Lien, or of any agreement, referred to in any of the bullet points above, or the replacement, extension or renewal (not exceeding the principal amount of indebtedness secured thereby together with any premium, interest, fee or expense payable in connection with any such replacement, extension or renewal) of the indebtedness secured thereby; provided that such replacement, extension or renewal is limited to all or a part of the same property that secured the Lien replaced, extended or renewed (plus improvements thereon or additions or accessions thereto); or

• any other Lien not excepted by the foregoing bullet points; provided that immediately after the creation or assumption of such Lien, the aggregate principal amount of our indebtedness for borrowed money secured by all Liens created or assumed under the provisions of this bullet point and any of the foregoing bullet points does not exceed an amount equal to 15% of our Consolidated Net Tangible Assets.

“Lien” means any mortgage, lien, pledge charge, security interest or other encumbrance.

“Principal Property” means any single office building, manufacturing or processing plant, warehouse or other similar facility owned by us, the book value of the property, plant and equipment of which, net of depreciation, is not less than 2% of our Consolidated Net Tangible Assets; provided, however, that “Principal Property” does not include (a) any such plant or facility (i) that is owned jointly or in common with one or more Persons other than us and our subsidiaries, in which our interest and that of our subsidiaries does not exceed 50%, or (ii) which our board of directors determines by resolution in good faith is not of material importance to the total business conducted, or assets owned, by us and our subsidiaries as an entirety; or (b) any portion of any such plant or facility which the our board of directors determines by resolution in good faith not to be of material importance to the use or operation thereof.

“Consolidated Net Tangible Assets” means the aggregate amount of assets (less applicable reserves and other properly deducted items), after deducting therefrom (a) all goodwill, tradenames, trademarks, patents, unamortized debt discount and expense and other like intangibles, and (b) all current liabilities, as reflected in our latest audited consolidated balance sheet contained in the our most recent annual report to our stockholders.

Conversion and Exchange Rights

If specified in the applicable prospectus supplement, the debt securities of a series may be convertible into or exchangeable for our common stock or other securities. We will describe in the applicable prospectus supplement, among other things, the conversion or exchange rate or price and any adjustments thereto, the conversion or exchange period or periods, provisions as to whether conversion or exchange will be mandatory, at our option or at the option of the holders of that series of debt securities and provisions affecting conversion or exchange in the event of the redemption of that series of debt securities.

Discharge

Unless otherwise indicated in the applicable prospectus supplement, we may satisfy and discharge our obligations under the indenture as to a series of debt securities by delivering to the securities registrar for cancellation all outstanding debt securities of such series or by depositing with the trustee or delivering to the holders of such debt securities, as applicable, after such debt securities have become due and payable, whether at stated maturity, or any redemption or purchase date, cash sufficient to pay all of the outstanding debt securities and paying all other sums payable under the indenture by us. Such discharge is subject to terms contained in the indenture.

20

Defeasance

Unless otherwise indicated in the applicable prospectus supplement, we may, at our option and at any time, elect to have all of our obligations discharged with respect to the outstanding debt securities of a series (“legal defeasance”) except for:

• the rights of holders of the outstanding debt securities of that series to receive payments in respect of the principal of, and premium and interest, if any, on the debt securities of that series when such payments are due from the trust referred to below;

• our obligations with respect to the debt securities of that series concerning issuing temporary securities, registration of securities, mutilated, destroyed, lost or stolen securities and the maintenance of an office or agency for payment and money for security payments held in trust and with respect to the compensation and reimbursement of the trustee;

• the rights, powers, trusts, duties and immunities of the trustee and our obligations in connection therewith; and

• the legal defeasance provisions of the indenture.

In addition, we may, at our option and at any time, elect to have our obligations released with respect to certain covenants in respect of the debt securities of any series that are described in the indenture (“covenant defeasance”) and thereafter any omission to comply with those covenants will not constitute a default or event of default with respect to the debt securities of that series. In the event covenant defeasance occurs, certain events (not including non-payment, bankruptcy, insolvency and similar events) described under “Events of Default” will no longer constitute an event of default with respect to the debt securities of that series.

In order to exercise either legal defeasance or covenant defeasance we are required to meet specific conditions, including:

• we must irrevocably deposit with the trustee, in trust, for the benefit of the holders of the debt securities of that series, cash, government securities, or a combination thereof, in amounts as will be sufficient in the opinion of a nationally recognized firm of independent public accountants to pay the principal of, and premium and interest, if any, on the outstanding debt securities of that series on the stated maturity or on the applicable redemption date, as the case may be;

• no event of default shall have occurred and be continuing;

• if securities are to be redeemed prior to maturity, notice of redemption shall have been duly given;

• we have delivered to the trustee an officers’ certificate and opinion of counsel stating the conditions to legal defeasance or covenant defeasance have been complied with;

• in the case of legal defeasance, we have delivered to the trustee an opinion of counsel reasonably acceptable to the trustee confirming that (a) we have received from, or there has been published by, the Internal Revenue Service a ruling or (b) since the date of the indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such opinion of counsel will confirm that, the holders of the outstanding debt securities of that series will not recognize income, gain or loss for federal income tax purposes as a result of such legal defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such legal defeasance had not occurred; and

• in the case of covenant defeasance, we have delivered to the trustee an opinion of counsel reasonably acceptable to the trustee confirming that the holders of the outstanding debt securities of that series will not recognize income, gain or loss for federal income tax purposes as a result of such covenant defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred.

Notices

Notices to holders of debt securities will be given by mail to the addresses of such holders as they appear in the security register.

21

PLAN OF DISTRIBUTION

We may sell the securities covered by this prospectus in any of three ways (or in any combination):

• to or through underwriters or dealers;

• directly to a limited number of purchasers or to a single purchaser; or

• through agents.

We may enter into derivative transactions with third parties, or sell securities not covered by this prospectus to third parties in privately negotiated transactions. If the related prospectus supplement so indicates, in connection with those derivatives, the third parties may sell securities covered by this prospectus and the related prospectus supplement, including in short sale transactions. If so, the third party may use securities pledged by us or borrowed from us or others to settle those sales or to close out any related open borrowings of stock and may use securities received from us in settlement of those derivatives to close out any related open borrowings of stock. The third party in such sale transactions will be an underwriter and, if not identified in this prospectus, will be identified in the related prospectus supplement (or a post-effective amendment to the registration statement of which this prospectus forms a part).

The accompanying prospectus supplement will set forth the terms of the offering of the securities covered by this prospectus, including:

• the name or names of any underwriters, dealers or agents and the amounts of securities underwritten or purchased by each of them;

• the initial public offering price of the securities and the proceeds to us and any discounts, commissions, fees or concessions allowed or reallowed or paid to dealers; and

• any securities exchanges on which the securities may be listed.

Any initial public offering price and any discounts, commissions, fees or concessions allowed or reallowed or paid to dealers may be changed from time to time.

Underwriters or the third parties described above may offer and sell the offered securities from time to time in one or more transactions, including negotiated transactions, at a fixed public offering price or at varying prices determined at the time of sale. If we use underwriters in the sale of any securities, the securities will be acquired by the underwriters for their own account and may be resold from time to time in one or more transactions described above. The securities may be either offered to the public through underwriting syndicates represented by managing underwriters, or directly by underwriters. Generally, the underwriters’ obligations to purchase the securities will be subject to customary conditions. The underwriters will be obligated to purchase all of the offered securities if they purchase any of the offered securities.

We may sell the securities through agents from time to time. The related prospectus supplement will name any agent involved in the offer or sale of the securities and any commissions we pay to them. Generally, any agent will be acting on a best efforts basis for the period of its appointment.

We may authorize underwriters, dealers or agents to solicit offers by certain purchasers to purchase the securities from us at the public offering price set forth in the prospectus supplement pursuant to delayed delivery contracts providing for payment and delivery on a specified date in the future. The contracts will be subject only to those conditions set forth in the related prospectus supplement, and the related prospectus supplement will set forth any commissions we pay for solicitation of these contracts.

Certain persons participating in this offering may engage in transactions that stabilize, maintain or otherwise affect the price of the securities. Specifically, in connection with underwritten offerings of the offered securities

22

and in accordance with applicable law and industry practice, the underwriters may over-allot and may bid for, and purchase, the securities in the open market.

Agents, underwriters and other third parties described above that participate in the distribution of the offered securities may be underwriters as defined in the Securities Act of 1933, as amended (the “Securities Act”), and any discounts or commissions they receive from us and any profit on their resale of the securities may be treated as underwriting discounts and commissions under the Securities Act. We may have agreements with the agents, underwriters and those other third parties to indemnify them against specified civil liabilities, including liabilities under the Securities Act or to contribute to payments they may be required to make in respect of those liabilities. Agents, underwriters and those other third parties may engage in transactions with or perform services for us in the ordinary course of their businesses.

LEGAL MATTERS

In connection with particular offerings of the securities in the future, and unless otherwise indicated in the applicable prospectus supplement, the validity of those securities will be passed upon for us by Troutman Sanders LLP.

EXPERTS

The consolidated financial statements of Massey Energy Company at December 31, 2007 and for each of the three years in the period ended December 31, 2007, appearing in Massey Energy Company’s Annual Report (Form 10-K) for the fiscal year ended December 31, 2007 (including the schedule appearing therein), and the effectiveness of Massey Energy Company’s internal control over financial reporting as of December 31, 2007 have been audited by Ernst & Young LLP, independent registered public accounting firm, as set forth in their reports thereon, included therein, and incorporated herein by reference. Such consolidated financial statements are incorporated herein by reference in reliance upon such reports given on the authority of such firm as experts in accounting and auditing.

23

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

The SEC allows us to “incorporate by reference” the information we file with it, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be part of this prospectus and any accompanying prospectus supplement, except for information superseded by information in this prospectus or any prospectus supplement. We incorporate by reference the documents listed below. The documents filed by us which we incorporate by reference include:

(1) The portions of our definitive proxy statement on Schedule 14A that were deemed “filed” with the SEC under the Exchange Act on April 15, 2008;

(2) Annual report on Form 10-K for the fiscal year ended December 31, 2007, filed with the SEC on February 29, 2008;

(3) Quarterly report on Form 10-Q for the quarter ended March 31, 2008, filed with the SEC on May 9, 2008;

(4) Quarterly report on Form 10-Q for the quarter ended June 30, 2008, filed with the SEC on August 4, 2008;

(5) Current report on Form 8-K, filed with the SEC on May 23, 2008;

(6) Current report on Form 8-K, filed with the SEC on May 14, 2008;

(7) Items 8.01 and 9.01 (Exhibit 99.2) of our current report on Form 8-K, filed with the SEC on April 4, 2008;

(8) Current report on Form 8-K, filed with the SEC on March 14, 2008;

(9) Current report on Form 8-K, filed with the SEC on February 21, 2008;

(10) Current report on Form 8-K, filed with the SEC on January 17, 2008;

(11) Current report on Form 8-K, filed with the SEC on January 11, 2008; and

(12) The description of our common stock contained in our current report on Form 8-K, filed with the SEC on May 24, 2001.

All documents filed by us with the SEC pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities and Exchange Act of 1934, from the date of this prospectus until the completion of the offerings to which this prospectus relates or the offerings are terminated, shall also be deemed to be incorporated by reference in, and to be part of, this prospectus from the date any such document is filed. We are not, however, incorporating, in each case, any documents or information that we are deemed to furnish and not file in accordance with SEC rules.

Any statements contained in a document incorporated by reference in this prospectus shall be deemed to be modified, superseded or replaced for purposes of this prospectus to the extent that a statement contained in this prospectus or any prospectus supplement (or in any other subsequently filed document which also is incorporated by reference in this prospectus) modifies, supersedes or replaces such statement. Any statement so modified, superseded or replaced shall not be deemed, except as so modified, superseded or replaced, to constitute a part of this prospectus. Statements contained in this prospectus and any document incorporated by reference as to the contents of any contract, agreement or other document referred to are not necessarily complete, and in each instance reference is made to the copy of the contract, agreement or other document filed as an exhibit to the registration statement or any incorporated document, each statement being so qualified by this reference.

You may request a copy of the above-documented filings at no cost by telephone at (886) 814-6512 or by writing to us at Massey Energy Company, Post Office Box 26765, Richmond, Virginia 23261, Attention: Investor Relations.

24

WHERE YOU CAN FIND MORE INFORMATION

We file reports, proxy statements, and other information with the SEC. Copies of our reports, proxy statements, and other information may be inspected at the public reference facilities maintained by the SEC:

Public Reference Room

Securities and Exchange Commission

100 F Street, NE

Washington D.C. 20549

Copies of these materials may be obtained by mail at prescribed rates from the public reference section of the SEC at the address indicated above or by calling the SEC at 1-800-SEC-0330. Our reports, proxy statements and other information filed with the SEC are also available to the public over the Internet at the SEC’s website at http://www.sec.gov. You can also inspect reports, proxy statements and other information about us at the offices of the New York Stock Exchange, 20 Broad Street, New York, New York 10005. We make available, free of charge through our website, www.masseyenergyco.com, our annual report, quarterly reports, current reports, proxy statements, section 16 reports and other information (and any amendments thereto) as soon as practicable after filing or furnishing the material to the SEC, in addition to, our Corporate Governance Guidelines, codes of ethics and the charters of the Audit, Compensation, Executive, Finance, Governance and Nominating, and Safety, Environmental, and Public Policy Committees. These materials also may be requested at no cost by telephone at (866) 814-6512 or by mail at: Massey Energy Company, Post Office Box 26765, Richmond, Virginia 23261, Attention: Investor Relations.

25

PART II

INFORMATION NOT REQUIRED IN THE PROSPECTUS

Item 14. Other expenses of issuance and distribution

The aggregate estimated (other than the registration fee) expenses to be paid by the registrant in connection with this offering are as follows:

Securities and Exchange Commission Registration Fee	$	*
Accounting Fees and Expenses		**
Trustee Fees and Expenses		**
Printing and Postage Expenses		**
Legal Fees and Expenses		**
Blue Sky Fees and Expenses		**
Rating Agency Fees and Expenses		**
Listing Fees and Expenses		**
Depositaries Fees and Expenses		**
Miscellaneous Expenses		**
Total	$	**

* Deferred in reliance on Rule 456(b) and 457(r).

** These fees and expenses depend on the securities offered and the number of issuances, and accordingly cannot be estimated at this time.

Item 15. Indemnification of directors and officers of Massey Energy Company

The Company’s restated certificate of incorporation provides generally for indemnification of its officers and directors to the fullest extent authorized by the General Corporation Law of the State of Delaware (“DGCL”). Pursuant to Section 145 of the DGCL, a corporation generally has the power to indemnify its present and former directors, officers, employees and agents against expenses incurred by them in connection with any suit to which they are, or are threatened to be made, a party by reason of their serving in such positions so long as they acted in good faith and in a manner they reasonably believed to be in, or not opposed to, the best interests of the corporation, and with respect to any criminal action, they had no reasonable cause to believe their conduct was unlawful. With respect to suits by or in the right of the corporation, however, indemnification is not available if such person is adjudged to be liable for negligence or misconduct in the performance of his duty to the corporation unless the court determines that indemnification is appropriate. In addition, the corporation has the power to purchase and maintain insurance for such person. The statute also expressly provides that the power to indemnify that it authorizes is not exclusive of any rights granted under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise.

As permitted by Section 102 of the DGCL, the Company’s stockholders have approved and incorporated provisions into the Company’s restated certificate of incorporation eliminating a director’s personal liability for monetary damages to the Company and the Company’s stockholders arising from a breach of a director’s fiduciary duty, except for Section 174 of the DGCL or liability for any breach of the director’s duty of loyalty to the Company or the Company’s stockholders, for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law or for any transaction in which the director derived an improper personal benefit.

II-1

Item 16. Exhibits

The following exhibits are filed herewith or incorporated by reference herein:

Exhibit Number	Exhibit Title
1.1	Underwriting Agreements for the securities offered by this prospectus*
3.1	Restated Certificate of Incorporation of Massey Energy Company, as amended (filed as Exhibit 3.1 to Massey’s annual report on Form 10-K for the fiscal year ended October 31, 2000)
3.2	Restated Bylaws (as amended as of May 13, 2008) of Massey Energy Company (filed as Exhibit 3.1 to Massey’s current report on Form 8-K filed May 14, 2008)
3.3	Restated Articles of Incorporation of A. T. Massey Coal Company, Inc., as amended (filed as Exhibit 3.3 to Massey’s Form S-4 filed February 9, 2004)
3.4	Restated Bylaws of A. T. Massey Coal Company, Inc., as amended (filed as Exhibit 3.4 to Massey’s Form S-4 filed February 9, 2004)
3.5	Articles of Incorporation of Alex Energy, Inc. (filed as Exhibit 3.5 to Massey’s Form S-4 filed February 9, 2004)
3.6	Bylaws of Alex Energy, Inc., as amended (filed as Exhibit 3.6 to Massey’s Form S-4 filed January 31, 2006)
3.7	Articles of Incorporation of Aracoma Coal Company, Inc. (filed as Exhibit 3.9 to Massey’s Form S-4 filed February 9, 2004)
3.8	Bylaws of Aracoma Coal Company, Inc., as amended (filed as Exhibit 3.10 to Massey’s Form S-4 filed February 9, 2004)
3.9	Articles of Incorporation of Bandmill Coal Corporation (formerly known as Chambers Coal Corporation), as amended (filed as Exhibit 3.11 to Massey’s Form S-4 filed February 9, 2004)
3.10	Bylaws of Bandmill Coal Corporation, as amended (filed as Exhibit 3.12 to Massey’s Form S-4 filed February 9, 2004)
3.11	Articles of Incorporation of Bandytown Coal Company (filed as Exhibit 3.13 to Massey’s Form S- 4 filed February 9, 2004)
3.12	Bylaws of Bandytown Coal Company (filed as Exhibit 3.14 to Massey’s Form S-4 filed February 9, 2004)
3.13	Articles of Incorporation of Barnabus Land Company (filed as Exhibit 3.15 to Massey’s Form S-4 filed February 9, 2004)
3.14	Bylaws of Barnabus Land Company, as amended (filed as Exhibit 3.16 to Massey’s Form S-4 filed February 9, 2004)
3.15	Agreement of Incorporation of Belfry Coal Corporation, as amended (filed as Exhibit 3.17 to Massey’s Form S-4 filed February 9, 2004)
3.16	Amended Bylaws of Belfry Coal Corporation, as amended (filed as Exhibit 3.18 to Massey’s Form S-4 filed February 9, 2004)
3.17	Agreement of Incorporation of Ben Creek Coal Company (formerly known as Gay Mining Company), as amended (filed as Exhibit 3.19 to Massey’s Form S-4 filed February 9, 2004)
3.18	Bylaws of Ben Creek Coal Company, as amended (filed as Exhibit 3.20 to Massey’s Form S-4 filed February 9, 2004)
3.19	Articles of Incorporation of Big Bear Mining Company (filed as Exhibit 3.21 to Massey’s Form S- 4 filed February 9, 2004)
3.20	Bylaws of Big Bear Mining Company, as amended (filed as Exhibit 3.22 to Massey’s Form S-4 filed February 9, 2004)
3.21	Articles of Incorporation of Big Sandy Venture Capital Corp. (filed as Exhibit 3.23 to Massey’s Form S-4 filed February 9, 2004)
3.22	Bylaws of Big Sandy Venture Capital Corp., as amended (filed as Exhibit 3.24 to Massey’s Form S-4 filed February 9, 2004)
3.23	Articles of Incorporation of Black King Mine Development Co. (filed as Exhibit 3.25 to Massey’s Form S-4 filed February 9, 2004)
3.24	Bylaws of Black King Mine Development Co., as amended (filed as Exhibit 3.26 to Massey’s Form S-4 filed February 9, 2004)

II-2

3.25	Articles of Incorporation of Blue Ridge Venture Capital Corp. (filed as Exhibit 3.27 to Massey’s Form S-4 filed February 9, 2004)
3.26	Bylaws of Blue Ridge Venture Capital Corp., as amended (filed as Exhibit 3.28 to Massey’s Form S-4 filed February 9, 2004)
3.27	Articles of Incorporation of Boone East Development Co., as amended (filed as Exhibit 3.29 to Massey’s Form S-4 filed February 9, 2004)
3.28	Bylaws of Boone East Development Co. (filed as Exhibit 3.30 to Massey’s Form S-4 filed February 9, 2004)
3.29	Articles of Incorporation of Boone Energy Company (filed as Exhibit 3.31 to Massey’s Form S-4 filed February 9, 2004)
3.30	Bylaws of Boone Energy Company (filed as Exhibit 3.32 to Massey’s Form S-4 filed February 9, 2004)
3.31	Articles of Incorporation of Boone West Development Co. (filed as Exhibit 3.33 to Massey’s Form S-4 filed February 9, 2004)
3.32	Bylaws of Boone West Development Co., as amended (filed as Exhibit 3.34 to Massey’s Form S-4 filed February 9, 2004)
3.33	Articles of Incorporation of Central Penn Energy Company, Inc. (formerly known as Lone Pine Land & Development Company, Inc.), as amended (filed as Exhibit 3.39 to Massey’s Form S-4 filed February 9, 2004)
3.34	Bylaws of Central Penn Energy Company, Inc., as amended (filed as Exhibit 3.40 to Massey’s Form S-4 filed February 9, 2004)
3.35	Articles of Incorporation of Central West Virginia Energy Company, as amended (filed as Exhibit 3.41 to Massey’s Form S-4 filed February 9, 2004)
3.36	Bylaws of Central West Virginia Energy Company (filed as Exhibit 3.42 to Massey’s Form S-4 filed February 9, 2004)
3.37	Articles of Incorporation of Ceres Land Company (filed as Exhibit 3.43 to Massey’s Form S-4 filed February 9, 2004)
3.38	Bylaws of Ceres Land Company, as amended (filed as Exhibit 3.44 to Massey’s Form S-4 filed February 9, 2004)
3.39	Articles of Incorporation of Clear Fork Coal Company (formerly known as Shiprock Coal Co.), as amended (filed as Exhibit 3.45 to Massey’s Form S-4 filed February 9, 2004)
3.40	Bylaws of Clear Fork Coal Company (filed as Exhibit 3.46 to Massey’s Form S-4 filed February 9, 2004)
3.41	Articles of Incorporation of Crystal Fuels Company (filed as Exhibit 3.49 to Massey’s Form S-4 filed February 9, 2004)
3.42	Bylaws of Crystal Fuels Company, as amended (filed as Exhibit 3.50 to Massey’s Form S-4 filed February 9, 2004)
3.43	Articles of Incorporation of Dehue Coal Company (filed as Exhibit 3.51 to Massey’s Form S-4 filed February 9, 2004)
3.44	Bylaws of Dehue Coal Company, as amended (filed as Exhibit 3.52 to Massey’s Form S-4 filed February 9, 2004)
3.45	Articles of Incorporation of Delbarton Mining Company (filed as Exhibit 3.53 to Massey’s Form S-4 filed February 9, 2004)
3.46	Bylaws of Delbarton Mining Company, as amended (filed as Exhibit 3.46 to Massey’s Form S-4 filed January 31, 2006)
3.47	Articles of Incorporation of Demeter Land Company (filed as Exhibit 3.55 to Massey’s Form S-4 filed February 9, 2004)
3.48	Bylaws of Demeter Land Company, as amended (filed as Exhibit 3.56 to Massey’s Form S-4 filed February 9, 2004)
3.49	Articles of Incorporation of Douglas Pocahontas Coal Corporation (filed as Exhibit 3.57 to Massey’s Form S-4 filed February 9, 2004)
3.50	Bylaws of Douglas Pocahontas Coal Corporation, as amended (filed as Exhibit 3.58 to Massey’s Form S-4 filed February 9, 2004)
3.51	Certificate of Incorporation of DRIH Corporation (formerly known as Doe Run Investment Holding Corporation), as amended (filed as Exhibit 3.59 to Massey’s Form S-4 filed February 9, 2004)

II-3

3.52	Bylaws of DRIH Corporation, as amended (filed as Exhibit 3.60 to Massey’s Form S-4 filed February 9, 2004)
3.53	Articles of Incorporation of Duchess Coal Company (formerly known as Stability Coal Company), as amended (filed as Exhibit 3.61 to Massey’s Form S-4 filed February 9, 2004)
3.54	Bylaws of Duchess Coal Company, as amended (filed as Exhibit 3.62 to Massey’s Form S-4 filed February 9, 2004)
3.55	Articles of Incorporation of Duncan Fork Coal Company (formerly known as Pennsylvania Mine Services, Inc.), as amended (filed as Exhibit 3.63 to Massey’s Form S-4 filed February 9, 2004)
3.56	Bylaws of Duncan Fork Coal Company, as amended (filed as Exhibit 3.64 to Massey’s Form S-4 filed February 9, 2004)
3.57	Articles of Incorporation of Eagle Energy, Inc. (filed as Exhibit 3.65 to Massey’s Form S-4 filed February 9, 2004)
3.58	Bylaws of Eagle Energy, Inc., as amended (filed as Exhibit 3.66 to Massey’s Form S-4 filed February 9, 2004)
3.59	Articles of Incorporation of Elk Run Coal Company, Inc., as amended (filed as Exhibit 3.67 to Massey’s Form S-4 filed February 9, 2004)
3.60	Bylaws of Elk Run Coal Company, Inc., as amended (filed as Exhibit 3.60 to Massey’s Form S-4 filed January 31, 2006)
3.61	Articles of Incorporation of Feats Venture Capital Corp. (filed as Exhibit 3.69 to Massey’s Form S-4 filed February 9, 2004)
3.62	Bylaws of Feats Venture Capital Corp., as amended (filed as Exhibit 3.70 to Massey’s Form S-4 filed February 9, 2004)
3.63	Articles of Incorporation of Goals Coal Company (filed as Exhibit 3.73 to Massey’s Form S-4 filed February 9, 2004)
3.64	Bylaws of Goals Coal Company, as amended (filed as Exhibit 3.66 to Massey’s Form S-4 filed January 31, 2006)
3.65	Articles of Incorporation of Green Valley Coal Company (filed as Exhibit 3.75 to Massey’s Form S-4 filed February 9, 2004)
3.66	Bylaws of Green Valley Coal Company, as amended (filed as Exhibit 3.76 to Massey’s Form S-4 filed February 9, 2004)
3.67	Articles of Incorporation of Greyeagle Coal Company (filed as Exhibit 3.77 to Massey’s Form S-4 filed February 9, 2004)
3.68	Bylaws of Greyeagle Coal Company, as amended (filed as Exhibit 3.78 to Massey’s Form S-4 filed February 9, 2004)
3.69	Articles of Incorporation of Haden Farms, Inc. (filed as Exhibit 3.79 to Massey’s Form S-4 filed February 9, 2004)
3.70	Bylaws of Haden Farms, Inc. (filed as Exhibit 3.80 to Massey’s Form S-4 filed February 9, 2004)
3.71	Articles of Organization of Hanna Land Company, LLC (filed as Exhibit 3.81 to Massey’s Form S-4 filed February 9, 2004)
3.72	Limited Liability Company Agreement for Hanna Land Company, LLC (filed as Exhibit 3.82 to Massey’s Form S-4 filed February 9, 2004)
3.73	Articles of Incorporation of Hazy Ridge Coal Company (filed as Exhibit 3.83 to Massey’s Form S-4 filed February 9, 2004)
3.74	Bylaws of Hazy Ridge Coal Company (filed as Exhibit 3.84 to Massey’s Form S-4 filed February 9, 2004)
3.75	Articles of Incorporation of Highland Mining Company (formerly known as Progress Coal Company), as amended (filed as Exhibit 3.85 to Massey’s Form S-4 filed February 9, 2004)
3.76	Bylaws of Highland Mining Company, as amended (filed as Exhibit 3.86 to Massey’s Form S-4 filed February 9, 2004)
3.77	Articles of Incorporation of Hopkins Creek Coal Company (filed as Exhibit 3.87 to Massey’s Form S-4 filed February 9, 2004)
3.78	Bylaws of Hopkins Creek Coal Company, as amended (filed as Exhibit 3.88 to Massey’s Form S- 4 filed February 9, 2004)
3.79	Articles of Incorporation of Independence Coal Company, Inc. (formerly known as Knight Mine Development Co.), as amended (filed as Exhibit 3.89.1 to Massey’s Form S-4 filed February 9, 2004)

II-4

3.80	Bylaws of Independence Coal Company, Inc., as amended (filed as Exhibit 3.82 to Massey’s Form S-4 filed January 31, 2006)
3.81	Articles of Incorporation of Jacks Branch Coal Company, as amended (filed as Exhibit 3.90 to Massey’s Form S-4 filed February 9, 2004)
3.82	Bylaws of Jacks Branch Coal Company (filed as Exhibit 3.91 to Massey’s Form S-4 filed February 9, 2004)
3.83	Articles of Incorporation of Joboner Coal Company, as amended (filed as Exhibit 3.92 to Massey’s Form S-4 filed February 9, 2004)
3.84	Bylaws of Joboner Coal Company (filed as Exhibit 3.93 to Massey’s Form S-4 filed February 9, 2004)
3.85	Articles of Incorporation of Kanawha Energy Company (filed as Exhibit 3.94 to Massey’s Form S-4 filed February 9, 2004)
3.86	Bylaws of Kanawha Energy Company, as amended (filed as Exhibit 3.95 to Massey’s Form S-4 filed February 9, 2004)
3.87	Articles of Incorporation of Knox Creek Coal Corporation (formerly known as United Coal Company), as amended (filed as Exhibit 3.96 to Massey’s Form S-4 filed February 9, 2004)
3.88	Amended Bylaws of Knox Creek Coal Corporation, as amended (filed as Exhibit 3.97 to Massey’s Form S-4 filed February 9, 2004)
3.89	Articles of Incorporation of Lauren Land Company, as amended (filed as Exhibit 3.98 to Massey’s Form S-4 filed February 9, 2004)
3.90	Bylaws of Lauren Land Company, as amended (filed as Exhibit 3.99 to Massey’s Form S-4 filed February 9, 2004)
3.91	Agreement of Incorporation of Laxare, Inc. (filed as Exhibit 3.100 to Massey’s Form S-4 filed February 9, 2004)
3.92	Bylaws of Laxare, Inc., as amended (filed as Exhibit 3.101 to Massey’s Form S-4 filed February 9, 2004)
3.93	Articles of Incorporation of Logan County Mine Services, Inc. (filed as Exhibit 3.104 to Massey’s Form S-4 filed February 9, 2004)
3.94	Bylaws of Logan County Mine Services, Inc., as amended (filed as Exhibit 3.96 to Massey’s Form S-4 filed January 31, 2006)
3.95	Articles of Incorporation of Long Fork Coal Company (filed as Exhibit 3.106 to Massey’s Form S-4 filed February 9, 2004)
3.96	Bylaws of Long Fork Coal Company, as amended (filed as Exhibit 3.107 to Massey’s Form S-4 filed February 9, 2004)
3.97	Articles of Incorporation of Lynn Branch Coal Company, Inc. (filed as Exhibit 3.108 to Massey’s Form S-4 filed February 9, 2004)
3.98	Bylaws of Lynn Branch Coal Company, Inc., as amended (filed as Exhibit 3.109 to Massey’s Form S-4 filed February 9, 2004)
3.99	Articles of Incorporation of Majestic Mining, Inc. (formerly known as Majestic Contractors, Inc.), as amended (filed as Exhibit 3.110 to Massey’s Form S-4 filed February 9, 2004)
3.100	Restated Bylaws of Majestic Mining, Inc., as amended (filed as Exhibit 3.111 to Massey’s Form S-4 filed February 9, 2004)
3.101	Articles of Incorporation of Marfork Coal Company, Inc. (filed as Exhibit 3.112 to Massey’s Form S-4 filed February 9, 2004)
3.102	Bylaws of Marfork Coal Company, Inc. (filed as Exhibit 3.104 to Massey’s Form S-4 filed January 31, 2006)
3.103	Articles of Incorporation of Martin County Coal Corporation, as amended (filed as Exhibit 3.114 to Massey’s Form S-4 filed February 9, 2004)
3.104	Bylaws of Martin County Coal Corporation, as amended (filed as Exhibit 3.106 to Massey’s Form S-4 filed January 31, 2006)
3.105	Articles of Incorporation of Massey Coal Sales Company, Inc. (filed as Exhibit 3.116 to Massey’s Form S-4 filed February 9, 2004)
3.106	Bylaws of Massey Coal Sales Company, Inc., as amended (filed as Exhibit 3.117 to Massey’s Form S-4 filed February 9, 2004)
3.107	Articles of Incorporation of Massey Coal Services, Inc., as amended
3.108	Bylaws of Massey Coal Services, Inc., as amended

II-5

3.109	Articles of Incorporation of Massey Gas & Oil Company (filed as Exhibit 3.120 to Massey’s Form S-4 filed February 9, 2004)
3.110	Bylaws of Massey Gas & Oil Company (filed as Exhibit 3.121 to Massey’s Form S-4 filed February 9, 2004)
3.111	Articles of Incorporation of Massey Technology Investments, Inc. (formerly known as Massey Consulting Services, Inc.), as amended (filed as Exhibit 3.124 to Massey’s Form S-4 filed February 9, 2004)
3.112	Bylaws of Massey Technology Investments, Inc., as amended (filed as Exhibit 3.125 to Massey’s Form S-4 filed February 9, 2004)
3.113	Articles of Incorporation of New Market Land Company (filed as Exhibit 3.130 to Massey’s Form S-4 filed February 9, 2004)
3.114	Bylaws of New Market Land Company, as amended (filed as Exhibit 3.131 to Massey’s Form S-4 filed February 9, 2004)
3.115	Articles of Incorporation of New Ridge Mining Company (filed as Exhibit 3.134 to Massey’s Form S-4 filed February 9, 2004)
3.116	Bylaws of New Ridge Mining Company, as amended (filed as Exhibit 3.135 to Massey’s Form S- 4 filed February 9, 2004)
3.117	Articles of Incorporation of New River Energy Corporation (formerly known as Federal Development Corporation), as amended (filed as Exhibit 3.136 to Massey’s Form S-4 filed February 9, 2004)
3.118	Bylaws of New River Energy Corporation, as amended (filed as Exhibit 3.137 to Massey’s Form S-4 filed February 9, 2004)
3.119	Articles of Incorporation of Nicco Corporation (filed as Exhibit 3.138 to Massey’s Form S-4 filed February 9, 2004)
3.120	Bylaws of Nicco Corporation, as amended (filed as Exhibit 3.139 to Massey’s Form S-4 filed February 9, 2004)
3.121	Articles of Incorporation of Nicholas Energy Company (filed as Exhibit 3.140 to Massey’s Form S-4 filed February 9, 2004)
3.122	Bylaws of Nicholas Energy Company, as amended (filed as Exhibit 3.124 to Massey’s Form S-4 filed January 31, 2006)
3.123	Agreement of Incorporation of Omar Mining Company (filed as Exhibit 3.142 to Massey’s Form S-4 filed February 9, 2004)
3.124	Restated Bylaws of Omar Mining Company, as amended (filed as Exhibit 3.126 to Massey’s Form S-4 filed January 31, 2006)
3.125	Agreement of Incorporation of Peerless Eagle Coal Co. (filed as Exhibit 3.144 to Massey’s Form S-4 filed February 9, 2004)
3.126	Restated Bylaws of Peerless Eagle Coal Co., as amended (filed as Exhibit 3.145 to Massey’s Form S-4 filed February 9, 2004)
3.127	Articles of Incorporation of Performance Coal Company (filed as Exhibit 3.146 to Massey’s Form S-4 filed February 9, 2004)
3.128	Bylaws of Performance Coal Company, as amended (filed as Exhibit 3.130 to Massey’s Form S-4 filed January 31, 2006)
3.129	Articles of Incorporation of Peter Cave Mining Company (filed as Exhibit 3.148 to Massey’s Form S-4 filed February 9, 2004)
3.130	Bylaws of Peter Cave Mining Company, as amended (filed as Exhibit 3.149 to Massey’s Form S-4 filed February 9, 2004)
3.131	Articles of Incorporation of Pilgrim Mining Company, Inc. (filed as Exhibit 3.150 to Massey’s Form S-4 filed February 9, 2004)
3.132	Bylaws of Pilgrim Mining Company, Inc., as amended (filed as Exhibit 3.151 to Massey’s Form S-4 filed February 9, 2004)
3.133	Articles of Incorporation of Power Mountain Coal Company (filed as Exhibit 3.152 to Massey’s Form S-4 filed February 9, 2004)
3.134	Bylaws of Power Mountain Coal Company, as amended (filed as Exhibit 3.136 to Massey’s Form S-4 filed January 31, 2006)
3.135	Articles of Incorporation of Raven Resources, Inc. (filed as Exhibit 3.156 to Massey’s Form S-4 filed February 9, 2004)

II-6

3.136	Bylaws of Raven Resources, Inc. (filed as Exhibit 3.157 to Massey’s Form S-4 filed February 9, 2004)
3.137	Articles of Incorporation of Rawl Sales & Processing, Co., as amended (filed as Exhibit 3.158 to Massey’s Form S-4 filed February 9, 2004)
3.138	Restated Bylaws of Rawl Sales & Processing, Co., as amended (filed as Exhibit 3.140 to Massey’s Form S-4 filed January 31, 2006)
3.139	Articles of Incorporation of Road Fork Development Company, Inc. (filed as Exhibit 3.162 to Massey’s Form S-4 filed February 9, 2004)
3.140	Bylaws of Road Fork Development Company, Inc., as amended (filed as Exhibit 3.163 to Massey’s Form S-4 filed February 9, 2004)
3.141	Agreement of Incorporation of Robinson-Phillips Coal Company, as amended (filed as Exhibit 3.164 to Massey’s Form S-4 filed February 9, 2004)
3.142	Restated Bylaws of Robinson-Phillips Coal Company, as amended (filed as Exhibit 3.165 to Massey’s Form S-4 filed February 9, 2004)
3.143	Articles of Incorporation of Rum Creek Coal Sales, Inc. (filed as Exhibit 3.168 to Massey’s Form S-4 filed February 9, 2004)
3.144	Bylaws of Rum Creek Coal Sales, Inc., as amended (filed as Exhibit 3.169 to Massey’s Form S-4 filed February 9, 2004)
3.145	Agreement of Incorporation of Russell Fork Coal Company, as amended (filed as Exhibit 3.172 to Massey’s Form S-4 filed February 9, 2004)
3.146	Restated Bylaws of Russell Fork Coal Company, as amended (filed as Exhibit 3.173 to Massey’s Form S-4 filed February 9, 2004)
3.147	Articles of Incorporation of Scarlet Development Company (formerly known as Hillsboro Coal Company), as amended (filed as Exhibit 3.176 to Massey’s Form S-4 filed February 9, 2004)
3.148	Bylaws of Scarlet Development Company, as amended (filed as Exhibit 3.177 to Massey’s Form S-4 filed February 9, 2004)
3.149	Certificate of Incorporation of SC Coal Corporation, as amended (filed as Exhibit 3.174 to Massey’s Form S-4 filed February 9, 2004)
3.150	Bylaws of SC Coal Corporation, as amended (filed as Exhibit 3.175 to Massey’s Form S-4 filed February 9, 2004)
3.151	Articles of Incorporation of Shannon-Pocahontas Coal Corporation (formerly known as Vera Mining Company), as amended (filed as Exhibit 3.178 to Massey’s Form S-4 filed February 9, 2004)
3.152	Restated Bylaws of Shannon-Pocahontas Coal Corporation, as amended (filed as Exhibit 3.179 to Massey’s Form S-4 filed February 9, 2004)
3.153	Amended and Restated Partnership Agreement of Shannon-Pocahontas Mining Company (filed as Exhibit 3.220 to Massey’s Form S-4 filed February 9, 2004)
3.154	Articles of Incorporation of Shenandoah Capital Management Corp. (filed as Exhibit 3.180 to Massey’s Form S-4 filed February 9, 2004)
3.155	Bylaws of Shenandoah Capital Management Corp. (filed as Exhibit 3.181 to Massey’s Form S-4 filed February 9, 2004)
3.156	Articles of Incorporation of Sidney Coal Company, Inc., as amended (filed as Exhibit 3.182 to Massey’s Form S-4 filed February 9, 2004)
3.157	Bylaws of Sidney Coal Company, Inc. (filed as Exhibit 3.158 to Massey’s Form S-4 filed January 31, 2006)
3.158	Articles of Incorporation of Spartan Mining Company (filed as Exhibit 3.184 to Massey’s Form S- 4 filed February 9, 2004)
3.159	Bylaws of Spartan Mining Company (filed as Exhibit 3.160 to Massey’s Form S-4 filed January 31, 2006)
3.160	Articles of Incorporation of St. Alban’s Capital Management Corp. (filed as Exhibit 3.188 to Massey’s Form S-4 filed February 9, 2004)
3.161	Bylaws of St. Alban’s Capital Management Corp., as amended (filed as Exhibit 3.189 to Massey’s Form S-4 filed February 9, 2004)
3.162	Articles of Incorporation of Stirrat Coal Company (filed as Exhibit 3.190 to Massey’s Form S-4 filed February 9, 2004)

II-7

3.163	Bylaws of Stirrat Coal Company (filed as Exhibit 3.191 to Massey’s Form S-4 filed February 9, 2004)
3.164	Articles of Incorporation of Stone Mining Company (filed as Exhibit 3.192 to Massey’s Form S-4 filed February 9, 2004)
3.165	Bylaws of Stone Mining Company, as amended (filed as Exhibit 3.193 to Massey’s Form S-4 filed February 9, 2004)
3.166	Articles of Incorporation of Support Mining Company (formerly known as Stability Coal Company), as amended (filed as Exhibit 3.196 to Massey’s Form S-4 filed February 9, 2004)
3.167	Bylaws of Support Mining Company, as amended (filed as Exhibit 3.197 to Massey’s Form S-4 filed February 9, 2004)
3.168	Articles of Incorporation of Sycamore Fuels, Inc. (filed as Exhibit 3.198 to Massey’s Form S-4 filed February 9, 2004)
3.169	Bylaws of Sycamore Fuels, Inc., as amended (filed as Exhibit 3.199 to Massey’s Form S-4 filed February 9, 2004)
3.170	Articles of Incorporation of Talon Loadout Company, as amended (filed as Exhibit 3.171 to Massey’s Form S-4/A filed April 19, 2006)
3.171	Restated Bylaws of Talon Loadout Company (filed as Exhibit 3.172 to Massey’s Form S-4/A filed April 19, 2006)
3.172	Articles of Incorporation of T.C.H. Coal Co. (filed as Exhibit 3.200 to Massey’s Form S-4 filed February 9, 2004)
3.173	Bylaws of T.C.H. Coal Co., as amended (filed as Exhibit 3.201 to Massey’s Form S-4 filed February 9, 2004)
3.174	Articles of Incorporation of Tennessee Consolidated Coal Company (formerly known as Grundy Mining Company), as amended (filed as Exhibit 3.202 to Massey’s Form S-4 filed February 9, 2004)
3.175	Bylaws of Tennessee Consolidated Coal Company, as amended (filed as Exhibit 3.203 to Massey’s Form S-4 filed February 9, 2004)
3.176	Articles of Incorporation of Tennessee Energy Corp. (formerly Walnut Coal Company, Inc.) (filed as Exhibit 3.204 to Massey’s Form S-4 filed February 9, 2004)
3.177	Bylaws of Tennessee Energy Corp., as amended (filed as Exhibit 3.205 to Massey’s Form S-4 filed February 9, 2004)
3.178	Articles of Incorporation of Thunder Mining Company (filed as Exhibit 3.206 to Massey’s Form S-4 filed February 9, 2004)
3.179	Bylaws of Thunder Mining Company (filed as Exhibit 3.207 to Massey’s Form S-4 filed February 9, 2004)
3.180	Articles of Incorporation of Town Creek Coal Company (filed as Exhibit 3.208 to Massey’s Form S-4 filed February 9, 2004)
3.181	Bylaws of Town Creek Coal Company, as amended (filed as Exhibit 3.209 to Massey’s Form S-4 filed February 9, 2004)
3.182	Articles of Incorporation of Trace Creek Coal Company (formerly known as Vesta Mining Company), as amended (filed as Exhibit 3.210 to Massey’s Form S-4 filed February 9, 2004)
3.183	Bylaws of Trace Creek Coal Company, as amended (filed as Exhibit 3.211 to Massey’s Form S-4 filed February 9, 2004)
3.184	Articles of Organization of Tucson Limited Liability Company (filed as Exhibit 3.183 to Massey’s Form S-4 filed January 31, 2006)
3.185	Operating Agreement of Tucson Limited Liability Company (filed as Exhibit 3.184 to Massey’s Form S-4 filed January 31, 2006)
3.186	Articles of Incorporation of Vantage Mining Company, as amended (filed as Exhibit 3.212 to Massey’s Form S-4 filed February 9, 2004)
3.187	Bylaws of Vantage Mining Company, as amended (filed as Exhibit 3.213 to Massey’s Form S-4 filed February 9, 2004)
3.188	Articles of Incorporation of White Buck Coal Company (filed as Exhibit 3.214 to Massey’s Form S-4 filed February 9, 2004)
3.189	Bylaws of White Buck Coal Company, as amended (filed as Exhibit 3.215 to Massey’s Form S-4 filed February 9, 2004)

II-8

3.190	Articles of Incorporation of Williams Mountain Coal Company (filed as Exhibit 3.216 to Massey’s Form S-4 filed February 9, 2004)
3.191	Bylaws of Williams Mountain Coal Company, as amended (filed as Exhibit 3.217 to Massey’s Form S-4 filed February 9, 2004)
3.192	Articles of Incorporation of Wyomac Coal Company, Inc., as amended (filed as Exhibit 3.218 to Massey’s Form S-4 filed February 9, 2004)
3.193	Bylaws of Wyomac Coal Company, Inc., as amended (filed as Exhibit 3.219 to Massey’s Form S- 4 filed February 9, 2004)
4.1	Form of Indenture, by and among Massey Energy Company, subsidiaries of Massey Energy Company, as Guarantors, and Wilmington Trust Company, as Trustee
4.2	Form of Debt Security and Guarantee (included in Exhibit 4.1)
4.3	Form of Certificate of Massey Energy Company Common Stock
4.4	Form of Certificate of Designation of Preferred Stock*
4.5	Form of Certificate of Massey Energy Company Preferred Stock*
4.6	Form of Warrant Agreement*
4.7	Form of Warrant Certificate*
5.1	Opinion of Troutman Sanders LLP
12.1	Computation of Ratio of Earnings to Fixed Charges
23.1	Consent of Ernst & Young LLP, independent registered public accounting firm
23.2	Consent of Troutman Sanders LLP (included in Exhibit 5.1)
24.1	Power of Attorney of Certain Directors and Officers of Registrant (set forth on the signature pages to this Registration Statement)
25.1	Form T-1 Statement of Eligibility of the Trustee under the Indenture

* to be filed by post-effective amendment or as an exhibit to a Current Report on Form 8-K and incorporated herein by reference

Item 17. Undertakings

(a) The undersigned registrants hereby undertake:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act,

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Securities and Exchange Commission (the “Commission”) pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement,

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;

provided, however, that paragraphs (a)(1)(i), (ii) and (iii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Company pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference into the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.

II-9

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) That, for the purpose of determining liability under the Securities Act to any purchaser:

(i) Each prospectus filed by the Company pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

(ii) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.

(b) The undersigned registrants hereby undertake that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

(d) The undersigned registrants hereby undertake that:

(1) For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

II-10

(2) For the purposes of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

II-11

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, Commonwealth of Virginia, on August 5, 2008.

MASSEY ENERGY COMPANY
(Registrant)
By:	/s/ Baxter F. Phillips, Jr.
	Baxter F. Phillips, Jr.
	Executive Vice President and Chief Administrative Officer

II-12

POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated on this 5^th day of August, 2008. Each person whose signature appears below hereby authorizes each of the agent for service named in this Registration Statement, Jeffrey M. Jarosinski and Eric B. Tolbert, as attorney-in-fact, to sign in the name of each such person individually and in each capacity stated below, and to file with the Securities and Exchange Commission any amendment, including any post-effective amendment, to this Registration Statement, making such changes in this Registration Statement as appropriate, and generally to do all the things on their behalf to enable the Registrant to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission.

Signature	Title
/s/ Don L. Blankenship	Chairman, President and Chief Executive Officer (principal executive officer)
Don L. Blankenship
/s/ Eric B. Tolbert	Vice President and Chief Financial Officer (principal financial officer)
Eric B. Tolbert
/s/ David W. Owings	Controller (principal accounting officer)
David W. Owings
/s/ James B. Crawford	Director
James B. Crawford
/s/ Robert H. Foglesong	Director
Robert H. Foglesong
/s/ Richard M. Gabrys	Director
Richard M. Gabrys
/s/ E. Gordon Gee	Director
E. Gordon Gee
/s/ Bobby R. Inman	Director
Bobby R. Inman
/s/ Lady Judge	Director
Lady Judge
/s/ Dan R. Moore	Director
Dan R. Moore
/s/ Baxter F. Phillips, Jr.	Director; Executive Vice President and Chief Administrative Officer
Baxter F. Phillips, Jr.
/s/ Stanley C. Suboleski	Director
Stanley C. Suboleski

II-13

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, Commonwealth of Virginia, on August 5, 2008.

A.T. MASSEY COAL COMPANY, INC.
(Registrant)
By:	/s/ Don L. Blankenship
	Don L. Blankenship
	Chairman, Chief Executive Officer and President

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated on this 5th day of August, 2008. Each person whose signature appears below hereby authorizes each of the agent for service named in this Registration Statement, Jeffrey M. Jarosinski and Eric B. Tolbert, as attorney-in-fact, to sign in the name of each such person individually and in each capacity stated below, and to file with the Securities and Exchange Commission any amendment, including any post-effective amendment, to this Registration Statement, making such changes in this Registration Statement as appropriate, and generally to do all the things on their behalf to enable the Registrant to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission.

Signature	Title
/s/ Don L. Blankenship	Chairman, Chief Executive Officer and President (Principal Executive Officer)
Don L. Blankenship
/s/ Eric B. Tolbert	Vice President and Chief Financial Officer (Principal Financial Officer)
Eric B. Tolbert
/s/ David W. Owings	Controller (Principal Accounting Officer)
David W. Owings
/s/ Mark A. Clemens	Director
Mark A. Clemens
/s/ Baxter F. Phillips, Jr.	Director
Baxter F. Phillips, Jr.

II-14

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, Commonwealth of Virginia, on August 5, 2008.

ALEX ENERGY, INC.
(Registrant)
By:	/s/ Jon C. Brown
	Jon C. Brown
	President

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated on this 5th day of August, 2008. Each person whose signature appears below hereby authorizes each of the agent for service named in this Registration Statement, Jeffrey M. Jarosinski and Eric B. Tolbert, as attorney-in-fact, to sign in the name of each such person individually and in each capacity stated below, and to file with the Securities and Exchange Commission any amendment, including any post-effective amendment, to this Registration Statement, making such changes in this Registration Statement as appropriate, and generally to do all the things on their behalf to enable the Registrant to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission.

Signature	Title
/s/ Jon C. Brown	President and Director
Jon C. Brown	(Principal Executive Officer)
/s/ Michele L. Davis	Controller
Michele L. Davis	(Principal Financial Officer and Principal Accounting Officer)
/s/ J. Christopher Adkins	Director
J. Christopher Adkins
/s/ Mark A. Clemens	Director
Mark A. Clemens

II-15

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, Commonwealth of Virginia, on August 5, 2008.

ARACOMA COAL COMPANY, INC.
(Registrant)
By:	/s/ Johnny R. Jones
	Johnny R. Jones
	President

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated on this 5th day of August, 2008. Each person whose signature appears below hereby authorizes each of the agent for service named in this Registration Statement, Jeffrey M. Jarosinski and Eric B. Tolbert, as attorney-in-fact, to sign in the name of each such person individually and in each capacity stated below, and to file with the Securities and Exchange Commission any amendment, including any post-effective amendment, to this Registration Statement, making such changes in this Registration Statement as appropriate, and generally to do all the things on their behalf to enable the Registrant to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission.

Signature	Title
/s/ Johnny R. Jones	President and Director
Johnny R. Jones	(Principal Executive Officer)
/s/ Angela K. Fields	Controller
Angela K. Fields	(Principal Financial Officer and Principal Accounting Officer)
/s/ Jeffrey M. Gillenwater	Director
Jeffrey M. Gillenwater

II-16

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, Commonwealth of Virginia, on August 5, 2008.

BANDMILL COAL CORPORATION
(Registrant)
By:	/s/ Johnny R. Jones
	Johnny R. Jones
	President

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated on this 5th day of August, 2008. Each person whose signature appears below hereby authorizes each of the agent for service named in this Registration Statement, Jeffrey M. Jarosinski and Eric B. Tolbert, as attorney-in-fact, to sign in the name of each such person individually and in each capacity stated below, and to file with the Securities and Exchange Commission any amendment, including any post-effective amendment, to this Registration Statement, making such changes in this Registration Statement as appropriate, and generally to do all the things on their behalf to enable the Registrant to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission.

Signature	Title
/s/ Johnny R. Jones	President and Director
Johnny R. Jones	(Principal Executive Officer)
/s/ Angela K. Fields	Controller
Angela K. Fields	(Principal Financial Officer and Principal Accounting Officer)
/s/ Mark A. Clemens	Director
Mark A. Clemens
/s/ Baxter F. Phillips. Jr.	Director
Baxter F. Phillips, Jr.

II-17

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, Commonwealth of Virginia, on August 5, 2008.

BANDYTOWN COAL COMPANY
(Registrant)
By:	/s/ Johnny R. Jones
	Johnny R. Jones
	President

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated on this 5th day of August, 2008. Each person whose signature appears below hereby authorizes each of the agent for service named in this Registration Statement, Jeffrey M. Jarosinski and Eric B. Tolbert, as attorney-in-fact, to sign in the name of each such person individually and in each capacity stated below, and to file with the Securities and Exchange Commission any amendment, including any post-effective amendment, to this Registration Statement, making such changes in this Registration Statement as appropriate, and generally to do all the things on their behalf to enable the Registrant to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission.

Signature	Title
/s/ Johnny R. Jones	President
Johnny R. Jones	(Principal Executive Officer)
/s/ Nancy Jo Swain	Controller
Nancy Jo Swain	(Principal Financial Officer and Principal Accounting Officer)
/s/ J. Christopher Adkins	Director
J. Christopher Adkins
/s/ Mark A. Clemens	Director
Mark A. Clemens

II-18

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, Commonwealth of Virginia, on August 5, 2008.

BARNABUS LAND COMPANY
(Registrant)
By:	/s/ Michael R. Blackburn
	Michael R. Blackburn
	President

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated on this 5th day of August, 2008. Each person whose signature appears below hereby authorizes each of the agent for service named in this Registration Statement, Jeffrey M. Jarosinski and Eric B. Tolbert, as attorney-in-fact, to sign in the name of each such person individually and in each capacity stated below, and to file with the Securities and Exchange Commission any amendment, including any post-effective amendment, to this Registration Statement, making such changes in this Registration Statement as appropriate, and generally to do all the things on their behalf to enable the Registrant to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission.

Signature	Title
/s/ Michael R. Blackburn	President (Principal Executive Officer)
Michael R. Blackburn
/s/ Darren C. Muncy	Controller (Principal Financial Officer and Principal Accounting Officer)
Darren C. Muncy
/s/ Jeffrey M. Gillenwater	Director
Jeffrey M. Gillenwater

II-19

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, Commonwealth of Virginia, on August 5, 2008.

BELFRY COAL CORPORATION
(Registrant)
By:	/s/ Charles I. Bearse, III
	Charles I. Bearse, III
	President

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated on this 5th day of August, 2008. Each person whose signature appears below hereby authorizes each of the agent for service named in this Registration Statement, Jeffrey M. Jarosinski and Eric B. Tolbert, as attorney-in-fact, to sign in the name of each such person individually and in each capacity stated below, and to file with the Securities and Exchange Commission any amendment, including any post-effective amendment, to this Registration Statement, making such changes in this Registration Statement as appropriate, and generally to do all the things on their behalf to enable the Registrant to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission.

Signature	Title
/s/ Charles I. Bearse, III	President and Director (Principal Executive Officer)
Charles I. Bearse, III
/s/ V. Gregory Saragas	Controller
V. Gregory Saragas	(Principal Financial Officer and Principal Accounting Officer)
/s/ Michael R. Blackburn	Director
Michael R. Blackburn
/s/ Mark A. Clemens	Director
Mark A. Clemens

II-20

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, Commonwealth of Virginia, on August 5, 2008.

BEN CREEK COAL COMPANY
(Registrant)
By:	/s/ Bruce A. Johnson
	Bruce A. Johnson
	President

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated on this 5th day of August, 2008. Each person whose signature appears below hereby authorizes each of the agent for service named in this Registration Statement, Jeffrey M. Jarosinski and Eric B. Tolbert, as attorney-in-fact, to sign in the name of each such person individually and in each capacity stated below, and to file with the Securities and Exchange Commission any amendment, including any post-effective amendment, to this Registration Statement, making such changes in this Registration Statement as appropriate, and generally to do all the things on their behalf to enable the Registrant to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission.

Signature	Title
/s/ Bruce A. Johnson	President and Director (Principal Executive Officer)
Bruce A. Johnson
/s/ V. Gregory Saragas	Controller
V. Gregory Saragas	(Principal Financial Officer and Principal Accounting Officer)
/s/ Baxter F. Phillips, Jr.	Director
Baxter F. Phillips, Jr.
/s/ John M. Poma	Director
John M. Poma

II-21

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, Commonwealth of Virginia, on August 5, 2008.

BIG BEAR MINING COMPANY
(Registrant)
By:	/s/ John L. Cline, Jr.
	John L. Cline, Jr.
	President

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated on this 5th day of August, 2008. Each person whose signature appears below hereby authorizes each of the agent for service named in this Registration Statement, Jeffrey M. Jarosinski and Eric B. Tolbert, as attorney-in-fact, to sign in the name of each such person individually and in each capacity stated below, and to file with the Securities and Exchange Commission any amendment, including any post-effective amendment, to this Registration Statement, making such changes in this Registration Statement as appropriate, and generally to do all the things on their behalf to enable the Registrant to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission.

Signature	Title
/s/ John L. Cline, Jr.	President and Director
John L. Cline, Jr.	(Principal Executive Officer)
/s/ David W. Owings	Controller
David W. Owings	(Principal Financial Officer and Principal Accounting Officer)
/s/ Mark A. Clemens	Director
Mark A. Clemens
/s/ Jeffrey M. Gillenwater	Director
Jeffrey M. Gillenwater

II-22

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, Commonwealth of Virginia, on August 5, 2008.

BIG SANDY VENTURE CAPITAL CORP.
(Registrant)
By:	/s/ Baxter F. Phillips, Jr.
	Baxter F. Phillips, Jr.
	President

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated on this 5th day of August, 2008. Each person whose signature appears below hereby authorizes each of the agent for service named in this Registration Statement, Jeffrey M. Jarosinski and Eric B. Tolbert, as attorney-in-fact, to sign in the name of each such person individually and in each capacity stated below, and to file with the Securities and Exchange Commission any amendment, including any post-effective amendment, to this Registration Statement, making such changes in this Registration Statement as appropriate, and generally to do all the things on their behalf to enable the Registrant to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission.

Signature	Title
/s/ Baxter F. Phillips, Jr.	President
Baxter F. Phillips, Jr.	(Principal Executive Officer)
/s/ David W. Owings	Controller
David W. Owings	(Principal Financial Officer and Principal Accounting Officer)
/s/ Don L. Blankenship	Director
Don L. Blankenship
/s/ David C. Hughart	Director
David C. Hughart

II-23

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, Commonwealth of Virginia, on August 5, 2008.

BLACK KING MINE DEVELOPMENT CO.
(Registrant)
By:	/s/ R. Freal Mize
	R. Freal Mize
	President

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated on this 5th day of August, 2008. Each person whose signature appears below hereby authorizes each of the agent for service named in this Registration Statement, Jeffrey M. Jarosinski and Eric B. Tolbert, as attorney-in-fact, to sign in the name of each such person individually and in each capacity stated below, and to file with the Securities and Exchange Commission any amendment, including any post-effective amendment, to this Registration Statement, making such changes in this Registration Statement as appropriate, and generally to do all the things on their behalf to enable the Registrant to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission.

Signature	Title
/s/ R. Freal Mize	President and Director
R. Freal Mize	(Principal Executive Officer)
/s/ Nancy Jo Swain	Controller
Nancy Jo Swain	(Principal Financial Officer and Principal Accounting Officer)
/s/ J. Christopher Adkins	Director
J. Christopher Adkins
/s/ Mark A. Clemens	Director
Mark A. Clemens

II-24

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, Commonwealth of Virginia, on August 5, 2008.

BLUE RIDGE VENTURE CAPITAL CORP.
(Registrant)
By:	/s/ Baxter F. Phillips, Jr.
	Baxter F. Phillips, Jr.
	President

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated on this 5th day of August, 2008. Each person whose signature appears below hereby authorizes each of the agent for service named in this Registration Statement, Jeffrey M. Jarosinski and Eric B. Tolbert, as attorney-in-fact, to sign in the name of each such person individually and in each capacity stated below, and to file with the Securities and Exchange Commission any amendment, including any post-effective amendment, to this Registration Statement, making such changes in this Registration Statement as appropriate, and generally to do all the things on their behalf to enable the Registrant to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission.

Signature	Title
/s/ Baxter F. Phillips, Jr.	President
Baxter F. Phillips, Jr.	(Principal Executive Officer)
/s/ David W. Owings	Controller
David W. Owings	(Principal Financial Officer and Principal Accounting Officer)
/s/ Don L. Blankenship	Director
Don L. Blankenship
/s/ R. Freal Mize	Director
R. Freal Mize

II-25

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, Commonwealth of Virginia, on August 5, 2008.

BOONE EAST DEVELOPMENT CO.
(Registrant)
By:	/s/ R. Freal Mize
	R. Freal Mize
	President

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated on this 5th day of August, 2008. Each person whose signature appears below hereby authorizes each of the agent for service named in this Registration Statement, Jeffrey M. Jarosinski and Eric B. Tolbert, as attorney-in-fact, to sign in the name of each such person individually and in each capacity stated below, and to file with the Securities and Exchange Commission any amendment, including any post-effective amendment, to this Registration Statement, making such changes in this Registration Statement as appropriate, and generally to do all the things on their behalf to enable the Registrant to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission.

Signature	Title
/s/ R. Freal Mize	President and Director
R. Freal Mize	(Principal Executive Officer)
/s/ Nancy Jo Swain	Controller
Nancy Jo Swain	(Principal Financial Officer and Principal Accounting Officer)
/s/ Jeffrey M. Gillenwater	Director
Jeffrey M. Gillenwater

II-26

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, Commonwealth of Virginia, on August 5, 2008.

BOONE ENERGY COMPANY
(Registrant)
By:	/s/ Johnny R. Jones
	Johnny R. Jones
	President

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated on this 5th day of August, 2008. Each person whose signature appears below hereby authorizes each of the agent for service named in this Registration Statement, Jeffrey M. Jarosinski and Eric B. Tolbert, as attorney-in-fact, to sign in the name of each such person individually and in each capacity stated below, and to file with the Securities and Exchange Commission any amendment, including any post-effective amendment, to this Registration Statement, making such changes in this Registration Statement as appropriate, and generally to do all the things on their behalf to enable the Registrant to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission.

Signature	Title
/s/ Johnny R. Jones	President and Director
Johnny R. Jones	(Principal Executive Officer)
/s/ David W. Owings	Controller
David W. Owings	(Principal Financial Officer and Principal Accounting Officer)
/s/ Mark A. Clemens	Director
Mark A. Clemens

II-27

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, Commonwealth of Virginia, on August 5, 2008.

BOONE WEST DEVELOPMENT CO.
(Registrant)
By:	/s/ R. Freal Mize
	R. Freal Mize
	President

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated on this 5th day of August, 2008. Each person whose signature appears below hereby authorizes each of the agent for service named in this Registration Statement, Jeffrey M. Jarosinski and Eric B. Tolbert, as attorney-in-fact, to sign in the name of each such person individually and in each capacity stated below, and to file with the Securities and Exchange Commission any amendment, including any post-effective amendment, to this Registration Statement, making such changes in this Registration Statement as appropriate, and generally to do all the things on their behalf to enable the Registrant to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission.

Signature	Title
/s/ R. Freal Mize	President and Director
R. Freal Mize	(Principal Executive Officer)
/s/ Nancy Jo Swain	Controller
Nancy Jo Swain	(Principal Financial Officer and Principal Accounting Officer)
/s/ Jeffrey M. Gillenwater	Director
Jeffrey M. Gillenwater

II-28

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, Commonwealth of Virginia, on August 5, 2008.

CENTRAL PENN ENERGY COMPANY, INC.
(Registrant)
By:	/s/ Baxter F. Phillips, Jr.
	Baxter F. Phillips, Jr.
	President

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated on this 5th day of August, 2008. Each person whose signature appears below hereby authorizes each of the agent for service named in this Registration Statement, Jeffrey M. Jarosinski and Eric B. Tolbert, as attorney-in-fact, to sign in the name of each such person individually and in each capacity stated below, and to file with the Securities and Exchange Commission any amendment, including any post-effective amendment, to this Registration Statement, making such changes in this Registration Statement as appropriate, and generally to do all the things on their behalf to enable the Registrant to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission.

Signature	Title
/s/ Baxter F. Phillips, Jr.	President and Director
Baxter F. Phillips, Jr.	(Principal Executive Officer)
/s/ David W. Owings	Controller
David W. Owings	(Principal Financial Officer and Principal Accounting Officer)

II-29

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, Commonwealth of Virginia, on August 5, 2008.

CENTRAL WEST VIRGINIA ENERGY COMPANY
(Registrant)
By:	/s/ R. Freal Mize
	R. Freal Mize
	President

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated on this 5th day of August, 2008. Each person whose signature appears below hereby authorizes each of the agent for service named in this Registration Statement, Jeffrey M. Jarosinski and Eric B. Tolbert, as attorney-in-fact, to sign in the name of each such person individually and in each capacity stated below, and to file with the Securities and Exchange Commission any amendment, including any post-effective amendment, to this Registration Statement, making such changes in this Registration Statement as appropriate, and generally to do all the things on their behalf to enable the Registrant to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission.

Signature	Title
/s/ R. Freal Mize	President and Director
R. Freal Mize	(Principal Executive Officer)
/s/ Nancy Jo Swain	Controller
Nancy Jo Swain	(Principal Financial Officer and Principal Accounting Officer)
/s/ Mark A. Clemens	Director
Mark A. Clemens

II-30

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, Commonwealth of Virginia, on August 5, 2008.

CERES LAND COMPANY
(Registrant)
By:	/s/ R. Freal Mize
	R. Freal Mize
	President

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated on this 5th day of August, 2008. Each person whose signature appears below hereby authorizes each of the agent for service named in this Registration Statement, Jeffrey M. Jarosinski and Eric B. Tolbert, as attorney-in-fact, to sign in the name of each such person individually and in each capacity stated below, and to file with the Securities and Exchange Commission any amendment, including any post-effective amendment, to this Registration Statement, making such changes in this Registration Statement as appropriate, and generally to do all the things on their behalf to enable the Registrant to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission.

Signature	Title
/s/ R. Freal Mize	President and Director
R. Freal Mize	(Principal Executive Officer)
/s/ Nancy Jo Swain	Controller
Nancy Jo Swain	(Principal Financial Officer and Principal Accounting Officer)
/s/ Mark A. Clemens	Director
Mark A. Clemens

II-31

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, Commonwealth of Virginia, on August 5, 2008.

CLEAR FORK COAL COMPANY
(Registrant)
By:	/s/ Paul I. McCombs
	Paul I. McCombs
	President

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated on this 5th day of August, 2008. Each person whose signature appears below hereby authorizes each of the agent for service named in this Registration Statement, Jeffrey M. Jarosinski and Eric B. Tolbert, as attorney-in-fact, to sign in the name of each such person individually and in each capacity stated below, and to file with the Securities and Exchange Commission any amendment, including any post-effective amendment, to this Registration Statement, making such changes in this Registration Statement as appropriate, and generally to do all the things on their behalf to enable the Registrant to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission.

Signature	Title
/s/ Paul I. McCombs	President and Director
Paul I. McCombs	(Principal Executive Officer)
/s/ Nancy Jo Swain	Controller
Nancy Jo Swain	(Principal Financial Officer and Principal Accounting Officer)
/s/ Mark A. Clemens	Director
Mark A. Clemens

II-32

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, Commonwealth of Virginia, on August 5, 2008.

CRYSTAL FUELS COMPANY
(Registrant)
By:	/s/ Charles I. Bearse, III
	Charles I. Bearse, III
	President

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated on this 5th day of August, 2008. Each person whose signature appears below hereby authorizes each of the agent for service named in this Registration Statement, Jeffrey M. Jarosinski and Eric B. Tolbert, as attorney-in-fact, to sign in the name of each such person individually and in each capacity stated below, and to file with the Securities and Exchange Commission any amendment, including any post-effective amendment, to this Registration Statement, making such changes in this Registration Statement as appropriate, and generally to do all the things on their behalf to enable the Registrant to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission.

Signature	Title
/s/ Charles I. Bearse, III	President and Director
Charles I. Bearse, III	(Principal Executive Officer)
/s/ V. Gregory Saragas	Controller
V. Gregory Saragas	(Principal Financial Officer and Principal Accounting Officer)
/s/ Bruce A. Johnson	Director
Bruce A. Johnson
/s/ Christopher L. Blanchard	Director
Christopher L. Blanchard

II-33

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, Commonwealth of Virginia, on August 5, 2008.

DEHUE COAL COMPANY
(Registrant)
By:	/s/ Michael R. Blackburn
	Michael R. Blackburn
	President

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated on this 5th day of August, 2008. Each person whose signature appears below hereby authorizes each of the agent for service named in this Registration Statement, Jeffrey M. Jarosinski and Eric B. Tolbert, as attorney-in-fact, to sign in the name of each such person individually and in each capacity stated below, and to file with the Securities and Exchange Commission any amendment, including any post-effective amendment, to this Registration Statement, making such changes in this Registration Statement as appropriate, and generally to do all the things on their behalf to enable the Registrant to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission.

Signature	Title
/s/ Michael R. Blackburn	President and Director
Michael R. Blackburn	(Principal Executive Officer)
/s/ David W. Owings	Controller
David W. Owings	(Principal Financial Officer and Principal Accounting Officer)
/s/ Don L. Blankenship	Director
Don L. Blankenship
/s/ John M. Poma	Director
John M. Poma

II-34

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, Commonwealth of Virginia, on August 5, 2008.

DELBARTON MINING COMPANY
(Registrant)
By:	/s/ David M. Hensley
	David M. Hensley
	President

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated on this 5th day of August, 2008. Each person whose signature appears below hereby authorizes each of the agent for service named in this Registration Statement, Jeffrey M. Jarosinski and Eric B. Tolbert, as attorney-in-fact, to sign in the name of each such person individually and in each capacity stated below, and to file with the Securities and Exchange Commission any amendment, including any post-effective amendment, to this Registration Statement, making such changes in this Registration Statement as appropriate, and generally to do all the things on their behalf to enable the Registrant to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission.

Signature	Title
/s/ David M. Hensley	President
David M. Hensley	(Principal Executive Officer)
/s/ V. Gregory Saragas	Controller
V. Gregory Saragas	(Principal Financial Officer and Principal Accounting Officer)
/s/ Mark A. Clemens	Director
Mark A. Clemens
/s/ Jeffrey M. Gillenwater	Director
Jeffrey M. Gillenwater

II-35

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, Commonwealth of Virginia, on August 5, 2008.

DEMETER LAND COMPANY
(Registrant)
By:	/s/ R. Freal Mize
	R. Freal Mize
	President

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated on this 5th day of August, 2008. Each person whose signature appears below hereby authorizes each of the agent for service named in this Registration Statement, Jeffrey M. Jarosinski and Eric B. Tolbert, as attorney-in-fact, to sign in the name of each such person individually and in each capacity stated below, and to file with the Securities and Exchange Commission any amendment, including any post-effective amendment, to this Registration Statement, making such changes in this Registration Statement as appropriate, and generally to do all the things on their behalf to enable the Registrant to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission.

Signature	Title
/s/ R. Freal Mize	President and Director
R. Freal Mize	(Principal Executive Officer)
/s/ Nancy Jo Swain	Controller
Nancy Jo Swain	(Principal Financial Officer and Principal Accounting Officer)
/s/ Jeffrey M. Gillenwater	Director
Jeffrey M. Gillenwater

II-36

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, Commonwealth of Virginia, on August 5, 2008.

DOUGLAS POCAHONTAS COAL CORPORATION
(Registrant)
By:	/s/ R. Freal Mize
	R. Freal Mize
	President

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated on this 5th day of August, 2008. Each person whose signature appears below hereby authorizes each of the agent for service named in this Registration Statement, Jeffrey M. Jarosinski and Eric B. Tolbert, as attorney-in-fact, to sign in the name of each such person individually and in each capacity stated below, and to file with the Securities and Exchange Commission any amendment, including any post-effective amendment, to this Registration Statement, making such changes in this Registration Statement as appropriate, and generally to do all the things on their behalf to enable the Registrant to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission.

Signature	Title
/s/ R. Freal Mize	President and Director
R. Freal Mize	(Principal Executive Officer)
/s/ David W. Owings	Controller
David W. Owings	(Principal Financial Officer and Principal Accounting Officer)
/s/ Mark A. Clemens	Director
Mark A. Clemens
/s/ John M. Poma	Director
John M. Poma

II-37

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, Commonwealth of Virginia, on August 5, 2008.

DRIH CORPORATION
(Registrant)
By:	/s/ Baxter F. Phillips, Jr.
	Baxter F. Phillips, Jr.
	President

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated on this 5th day of August, 2008. Each person whose signature appears below hereby authorizes each of the agent for service named in this Registration Statement, Jeffrey M. Jarosinski and Eric B. Tolbert, as attorney-in-fact, to sign in the name of each such person individually and in each capacity stated below, and to file with the Securities and Exchange Commission any amendment, including any post-effective amendment, to this Registration Statement, making such changes in this Registration Statement as appropriate, and generally to do all the things on their behalf to enable the Registrant to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission.

Signature	Title
/s/ Baxter F. Phillips, Jr.	President and Director
Baxter F. Phillips, Jr.	(Principal Executive Officer)
/s/ David W. Owings	Controller
David W. Owings	(Principal Financial Officer and Principal Accounting Officer)
/s/ Carl E. Golt	Director
Carl E. Golt
/s/ Jeffrey M. Jarosinski	Director
Jeffrey M. Jarosinski

II-38

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, Commonwealth of Virginia, on August 5, 2008.

DUCHESS COAL COMPANY
(Registrant)
By:	/s/ John L. Cline, Jr.
	John L. Cline, Jr.
	President

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated on this 5th day of August, 2008. Each person whose signature appears below hereby authorizes each of the agent for service named in this Registration Statement, Jeffrey M. Jarosinski and Eric B. Tolbert, as attorney-in-fact, to sign in the name of each such person individually and in each capacity stated below, and to file with the Securities and Exchange Commission any amendment, including any post-effective amendment, to this Registration Statement, making such changes in this Registration Statement as appropriate, and generally to do all the things on their behalf to enable the Registrant to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission.

Signature	Title
/s/ John L. Cline, Jr.	President and Director
John L. Cline, Jr.	(Principal Executive Officer)
/s/ David W. Owings	Controller
David W. Owings	(Principal Financial Officer and Principal Accounting Officer)
/s/ R. Freal Mize	Director
R. Freal Mize

II-39

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, Commonwealth of Virginia, on August 5, 2008.

DUNCAN FORK COAL COMPANY
(Registrant)
By:	/s/ Michael D. Bauersachs
	Michael D. Bauersachs
	President

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated on this 5th day of August, 2008. Each person whose signature appears below hereby authorizes each of the agent for service named in this Registration Statement, Jeffrey M. Jarosinski and Eric B. Tolbert, as attorney-in-fact, to sign in the name of each such person individually and in each capacity stated below, and to file with the Securities and Exchange Commission any amendment, including any post-effective amendment, to this Registration Statement, making such changes in this Registration Statement as appropriate, and generally to do all the things on their behalf to enable the Registrant to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission.

Signature	Title
/s/ Michael D. Bauersachs	President and Director
Michael D. Bauersachs	(Principal Executive Officer)
/s/ Darren C. Muncy	Controller
Darren C. Muncy	(Principal Financial Officer and Principal Accounting Officer)
/s/ David C. Hughart	Director
David C. Hughart
/s/ R. Freal Mize	Director
R. Freal Mize

II-40

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, Commonwealth of Virginia, on August 5, 2008.

EAGLE ENERGY, INC.
(Registrant)
By:	/s/ Andrew F. Ashurst
	Andrew F. Ashurst
	President

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated on this 5th day of August, 2008. Each person whose signature appears below hereby authorizes each of the agent for service named in this Registration Statement, Jeffrey M. Jarosinski and Eric B. Tolbert, as attorney-in-fact, to sign in the name of each such person individually and in each capacity stated below, and to file with the Securities and Exchange Commission any amendment, including any post-effective amendment, to this Registration Statement, making such changes in this Registration Statement as appropriate, and generally to do all the things on their behalf to enable the Registrant to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission.

Signature	Title
/s/ Andrew F. Ashurst	President
Andrew F. Ashurst	(Principal Executive Officer)
/s/ Nancy Jo Swain	Controller
Nancy Jo Swain	(Principal Financial Officer and Principal Accounting Officer)
/s/ Mark A. Clemens	Director
Mark A. Clemens
/s/ J. Christopher Adkins	Director
J. Christopher Adkins

II-41

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, Commonwealth of Virginia, on August 5, 2008.

ELK RUN COAL COMPANY, INC.
(Registrant)
By:	/s/ S. Craig Boggs
	S. Craig Boggs
	President

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated on this 5th day of August, 2008. Each person whose signature appears below hereby authorizes each of the agent for service named in this Registration Statement, Jeffrey M. Jarosinski and Eric B. Tolbert, as attorney-in-fact, to sign in the name of each such person individually and in each capacity stated below, and to file with the Securities and Exchange Commission any amendment, including any post-effective amendment, to this Registration Statement, making such changes in this Registration Statement as appropriate, and generally to do all the things on their behalf to enable the Registrant to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission.

Signature	Title
/s/ S. Craig Boggs	President and Director
S. Craig Boggs	(Principal Executive Officer)
/s/ Tammy Tomblin	Controller
Tammy Tomblin	(Principal Financial Officer and Principal Accounting Officer)
/s/ J. Christopher Adkins	Director
J. Christopher Adkins
/s/ Mark A. Clemens	Director
Mark A. Clemens

II-42

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, Commonwealth of Virginia, on August 5, 2008.

FEATS VENTURE CAPITAL CORP.
(Registrant)
By:	/s/ Baxter F. Phillips, Jr.
	Baxter F. Phillips, Jr.
	President

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated on this 5th day of August, 2008. Each person whose signature appears below hereby authorizes each of the agent for service named in this Registration Statement, Jeffrey M. Jarosinski and Eric B. Tolbert, as attorney-in-fact, to sign in the name of each such person individually and in each capacity stated below, and to file with the Securities and Exchange Commission any amendment, including any post-effective amendment, to this Registration Statement, making such changes in this Registration Statement as appropriate, and generally to do all the things on their behalf to enable the Registrant to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission.

Signature	Title
/s/ Baxter F. Phillips, Jr.	President
Baxter F. Phillips, Jr.	(Principal Executive Officer)
/s/ David W. Owings	Controller
David W. Owings	(Principal Financial Officer and Principal Accounting Officer)
/s/ Don L. Blankenship	Director
Don L. Blankenship
/s/ Macs E. Hall	Director
Macs E. Hall

II-43

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, Commonwealth of Virginia, on August 5, 2008.

GOALS COAL COMPANY
(Registrant)
By:	/s/ Toby P. Edwards
	Toby P. Edwards
	President

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated on this 5th day of August, 2008. Each person whose signature appears below hereby authorizes each of the agent for service named in this Registration Statement, Jeffrey M. Jarosinski and Eric B. Tolbert, as attorney-in-fact, to sign in the name of each such person individually and in each capacity stated below, and to file with the Securities and Exchange Commission any amendment, including any post-effective amendment, to this Registration Statement, making such changes in this Registration Statement as appropriate, and generally to do all the things on their behalf to enable the Registrant to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission.

Signature	Title
/s/ Toby P. Edwards	President and Director
Toby P. Edwards	(Principal Executive Officer)
/s/ Tammy Tomblin	Controller
Tammy Tomblin	(Principal Financial Officer and Principal Accounting Officer)
/s/ Mark A. Clemens	Director
Mark A. Clemens

II-44

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, Commonwealth of Virginia, on August 5, 2008.

GREEN VALLEY COAL COMPANY
(Registrant)
By:	/s/ David C. Hughart
	David C. Hughart
	President

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated on this 5th day of August, 2008. Each person whose signature appears below hereby authorizes each of the agent for service named in this Registration Statement, Jeffrey M. Jarosinski and Eric B. Tolbert, as attorney-in-fact, to sign in the name of each such person individually and in each capacity stated below, and to file with the Securities and Exchange Commission any amendment, including any post-effective amendment, to this Registration Statement, making such changes in this Registration Statement as appropriate, and generally to do all the things on their behalf to enable the Registrant to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission.

Signature	Title
/s/ David C. Hughart	President and Director
David C. Hughart	(Principal Executive Officer)
/s/ Michele L. Davis	Controller
Michele L. Davis	(Principal Financial Officer and Principal Accounting Officer)
/s/ Mark A. Clemens	Director
Mark A. Clemens

II-45

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, Commonwealth of Virginia, on August 5, 2008.

GREYEAGLE COAL COMPANY
(Registrant)
By:	/s/ John L. Cline, Jr.
	John L. Cline, Jr.
	President

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated on this 5th day of August, 2008. Each person whose signature appears below hereby authorizes each of the agent for service named in this Registration Statement, Jeffrey M. Jarosinski and Eric B. Tolbert, as attorney-in-fact, to sign in the name of each such person individually and in each capacity stated below, and to file with the Securities and Exchange Commission any amendment, including any post-effective amendment, to this Registration Statement, making such changes in this Registration Statement as appropriate, and generally to do all the things on their behalf to enable the Registrant to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission.

Signature	Title
/s/ John L. Cline, Jr.	President and Director
John L. Cline, Jr.	(Principal Executive Officer)
/s/ V. Gregory Saragas	Controller
V. Gregory Saragas	(Principal Financial Officer and Principal Accounting Officer)
/s/ M. Shane Harvey	Director
M. Shane Harvey

II-46

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, Commonwealth of Virginia, on August 5, 2008.

HADEN FARMS, INC.
(Registrant)
By:	/s/ Baxter F. Phillips, Jr.
	Baxter F. Phillips, Jr.
	President

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated on this 5th day of August, 2008. Each person whose signature appears below hereby authorizes each of the agent for service named in this Registration Statement, Jeffrey M. Jarosinski and Eric B. Tolbert, as attorney-in-fact, to sign in the name of each such person individually and in each capacity stated below, and to file with the Securities and Exchange Commission any amendment, including any post-effective amendment, to this Registration Statement, making such changes in this Registration Statement as appropriate, and generally to do all the things on their behalf to enable the Registrant to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission.

Signature	Title
/s/ Baxter F. Phillips, Jr.	President and Director
Baxter F. Phillips, Jr.	(Principal Executive Officer)
/s/ Darren C. Muncy	Controller
Darren C. Muncy	(Principal Financial Officer and Principal Accounting Officer)

II-47

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, Commonwealth of Virginia, on August 5, 2008.

HANNA LAND COMPANY, LLC
(Registrant)
By:	ALEX ENERGY, INC., its Manager
By:	/s/ Jon C. Brown
	Jon C. Brown
	President

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated on this 5th day of August, 2008. Each person whose signature appears below hereby authorizes each of the agent for service named in this Registration Statement, Jeffrey M. Jarosinski and Eric B. Tolbert, as attorney-in-fact, to sign in the name of each such person individually and in each capacity stated below, and to file with the Securities and Exchange Commission any amendment, including any post-effective amendment, to this Registration Statement, making such changes in this Registration Statement as appropriate, and generally to do all the things on their behalf to enable the Registrant to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission.

Signature	Title
/s/ Jon C. Brown	President of Alex Energy, Inc., the Manager of Hanna Land Company, LLC (Principal Executive Officer)
Jon C. Brown
/s/ Tammy Tomblin	Controller
Tammy Tomblin	(Principal Financial Officer and Principal Accounting Officer)
/s/ Mark A. Clemens	Director of Alex Energy, Inc.
Mark A. Clemens
/s/ J. Christopher Adkins	Director of Alex Energy, Inc.
J. Christopher Adkins

II-48

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, Commonwealth of Virginia, on August 5, 2008.

HAZY RIDGE COAL COMPANY
(Registrant)
By:	/s/ J. Christopher Adkins
	J. Christopher Adkins
	President

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated on this 5th day of August, 2008. Each person whose signature appears below hereby authorizes each of the agent for service named in this Registration Statement, Jeffrey M. Jarosinski and Eric B. Tolbert, as attorney-in-fact, to sign in the name of each such person individually and in each capacity stated below, and to file with the Securities and Exchange Commission any amendment, including any post-effective amendment, to this Registration Statement, making such changes in this Registration Statement as appropriate, and generally to do all the things on their behalf to enable the Registrant to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission.

Signature	Title
/s/ J. Christopher Adkins	President and Director
J. Christopher Adkins	(Principal Executive Officer)
/s/ Nancy Jo Swain	Controller
Nancy Jo Swain	(Principal Financial Officer and Principal Accounting Officer)
/s/ Mark A. Clemens	Director
Mark A. Clemens

II-49

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, Commonwealth of Virginia, on August 5, 2008.

HIGHLAND MINING COMPANY
(Registrant)
By:	/s/ Eric D. Salyer
	Eric D. Salyer
	President

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated on this 5th day of August, 2008. Each person whose signature appears below hereby authorizes each of the agent for service named in this Registration Statement, Jeffrey M. Jarosinski and Eric B. Tolbert, as attorney-in-fact, to sign in the name of each such person individually and in each capacity stated below, and to file with the Securities and Exchange Commission any amendment, including any post-effective amendment, to this Registration Statement, making such changes in this Registration Statement as appropriate, and generally to do all the things on their behalf to enable the Registrant to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission.

Signature	Title
/s/ Eric D. Salyer	President and Director
Eric D. Salyer	(Principal Executive Officer)
/s/ Angela K. Fields	Controller
Angela K. Fields	(Principal Financial Officer and Principal Accounting Officer)
/s/ Mark A. Clemens	Director
Mark A. Clemens

II-50

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, Commonwealth of Virginia, on August 5, 2008.

HOPKINS CREEK COAL COMPANY
(Registrant)
By:	/s/ Baxter F. Phillips, Jr.
	Baxter F. Phillips, Jr.
	President

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated on this 5th day of August, 2008. Each person whose signature appears below hereby authorizes each of the agent for service named in this Registration Statement, Jeffrey M. Jarosinski and Eric B. Tolbert, as attorney-in-fact, to sign in the name of each such person individually and in each capacity stated below, and to file with the Securities and Exchange Commission any amendment, including any post-effective amendment, to this Registration Statement, making such changes in this Registration Statement as appropriate, and generally to do all the things on their behalf to enable the Registrant to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission.

Signature	Title
/s/ Baxter F. Phillips, Jr.	President and Director
Baxter F. Phillips, Jr.	(Principal Executive Officer)
/s/ David W. Owings	Controller
David W. Owings	(Principal Financial Officer and Principal Accounting Officer)

II-51

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, Commonwealth of Virginia, on August 5, 2008.

INDEPENDENCE COAL COMPANY, INC.
(Registrant)
By:	/s/ Billy R. McCoy
	Billy R. McCoy
	President

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated on this 5th day of August, 2008. Each person whose signature appears below hereby authorizes each of the agent for service named in this Registration Statement, Jeffrey M. Jarosinski and Eric B. Tolbert, as attorney-in-fact, to sign in the name of each such person individually and in each capacity stated below, and to file with the Securities and Exchange Commission any amendment, including any post-effective amendment, to this Registration Statement, making such changes in this Registration Statement as appropriate, and generally to do all the things on their behalf to enable the Registrant to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission.

Signature	Title
/s/ Billy R. McCoy	President and Director
Billy R. McCoy	(Principal Executive Officer)
/s/ Adam B. McCallister	Controller and Chief Accounting Officer
Adam B. McCallister	(Principal Financial Officer and Principal Accounting Officer)
/s/ Baxter F. Phillips, Jr.	Director
Baxter F. Phillips, Jr.
/s/ Mark A. Clemens	Director
Mark A. Clemens

II-52

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, Commonwealth of Virginia, on August 5, 2008.

JACKS BRANCH COAL COMPANY
(Registrant)
By:	/s/ David C. Hughart
	David C. Hughart
	President

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated on this 5th day of August, 2008. Each person whose signature appears below hereby authorizes each of the agent for service named in this Registration Statement, Jeffrey M. Jarosinski and Eric B. Tolbert, as attorney-in-fact, to sign in the name of each such person individually and in each capacity stated below, and to file with the Securities and Exchange Commission any amendment, including any post-effective amendment, to this Registration Statement, making such changes in this Registration Statement as appropriate, and generally to do all the things on their behalf to enable the Registrant to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission.

Signature	Title
/s/ David C. Hughart	President and Director
David C. Hughart	(Principal Executive Officer)
/s/ Nancy Jo Swain	Controller
Nancy Jo Swain	(Principal Financial Officer and Principal Accounting Officer)
/s/ Mark A. Clemens	Director
Mark A. Clemens

II-53

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, Commonwealth of Virginia, on August 5, 2008.

JOBONER COAL COMPANY
(Registrant)
By:	/s/ Baxter F. Phillips, Jr.
	Baxter F. Phillips, Jr.
	President

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated on this 5th day of August, 2008. Each person whose signature appears below hereby authorizes each of the agent for service named in this Registration Statement, Jeffrey M. Jarosinski and Eric B. Tolbert, as attorney-in-fact, to sign in the name of each such person individually and in each capacity stated below, and to file with the Securities and Exchange Commission any amendment, including any post-effective amendment, to this Registration Statement, making such changes in this Registration Statement as appropriate, and generally to do all the things on their behalf to enable the Registrant to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission.

Signature	Title
/s/ Baxter F. Phillips, Jr.	President and Director
Baxter F. Phillips, Jr.	(Principal Executive Officer)
/s/ David W. Owings	Controller
David W. Owings	(Principal Financial Officer and Principal Accounting Officer)

II-54

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, Commonwealth of Virginia, on August 5, 2008.

KANAWHA ENERGY COMPANY
(Registrant)
By:	/s/ David C. Hughart
	David C. Hughart
	President

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated on this 5th day of August, 2008. Each person whose signature appears below hereby authorizes each of the agent for service named in this Registration Statement, Jeffrey M. Jarosinski and Eric B. Tolbert, as attorney-in-fact, to sign in the name of each such person individually and in each capacity stated below, and to file with the Securities and Exchange Commission any amendment, including any post-effective amendment, to this Registration Statement, making such changes in this Registration Statement as appropriate, and generally to do all the things on their behalf to enable the Registrant to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission.

Signature	Title
/s/ David C. Hughart	President and Director
David C. Hughart	(Principal Executive Officer)
/s/ Nancy Jo Swain	Controller
Nancy Jo Swain	(Principal Financial Officer and Principal Accounting Officer)
/s/ Mark A. Clemens	Director
Mark A. Clemens

II-55

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, Commonwealth of Virginia, on August 5, 2008.

KNOX CREEK COAL CORPORATION
(Registrant)
By:	/s/ David P. Kramer
	David P. Kramer
	President

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated on this 5th day of August, 2008. Each person whose signature appears below hereby authorizes each of the agent for service named in this Registration Statement, Jeffrey M. Jarosinski and Eric B. Tolbert, as attorney-in-fact, to sign in the name of each such person individually and in each capacity stated below, and to file with the Securities and Exchange Commission any amendment, including any post-effective amendment, to this Registration Statement, making such changes in this Registration Statement as appropriate, and generally to do all the things on their behalf to enable the Registrant to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission.

Signature	Title
/s/ David P. Kramer	President
David P. Kramer	(Principal Executive Officer)
/s/ Angela K. Fields	Controller
Angela K. Fields	(Principal Financial Officer and Principal Accounting Officer)
/s/ J. Christopher Adkins	Director
J. Christopher Adkins
/s/ Mark A. Clemens	Director
Mark A. Clemens

II-56

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, Commonwealth of Virginia, on August 5, 2008.

LAUREN LAND COMPANY
(Registrant)
By:	/s/ Michael R. Blackburn
	Michael R. Blackburn
	President

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated on this 5th day of August, 2008. Each person whose signature appears below hereby authorizes each of the agent for service named in this Registration Statement, Jeffrey M. Jarosinski and Eric B. Tolbert, as attorney-in-fact, to sign in the name of each such person individually and in each capacity stated below, and to file with the Securities and Exchange Commission any amendment, including any post-effective amendment, to this Registration Statement, making such changes in this Registration Statement as appropriate, and generally to do all the things on their behalf to enable the Registrant to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission.

Signature	Title
/s/ Michael R. Blackburn	President
Michael R. Blackburn	(Principal Executive Officer)
/s/ Darren C. Muncy	Controller and Chief Accounting Officer
Darren C. Muncy	(Principal Financial Officer and Principal Accounting Officer)
/s/ Jeffrey M. Gillenwater	Director
Jeffrey M. Gillenwater

II-57

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, Commonwealth of Virginia, on August 5, 2008.

LAXARE, INC.
(Registrant)
By:	/s/ R. Freal Mize
	R. Freal Mize
	President

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated on this 5th day of August, 2008. Each person whose signature appears below hereby authorizes each of the agent for service named in this Registration Statement, Jeffrey M. Jarosinski and Eric B. Tolbert, as attorney-in-fact, to sign in the name of each such person individually and in each capacity stated below, and to file with the Securities and Exchange Commission any amendment, including any post-effective amendment, to this Registration Statement, making such changes in this Registration Statement as appropriate, and generally to do all the things on their behalf to enable the Registrant to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission.

Signature	Title
/s/ R. Freal Mize	President and Director
R. Freal Mize	(Principal Executive Officer)
/s/ Nancy Jo Swain	Controller
Nancy Jo Swain	(Principal Financial Officer and Principal Accounting Officer)
/s/ J. Christopher Adkins	Director
J. Christopher Adkins
/s/ Jeffrey M. Gillenwater	Director
Jeffrey M. Gillenwater

II-58

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, Commonwealth of Virginia, on August 5, 2008.

LOGAN COUNTY MINE SERVICES, INC.
(Registrant)
By:	/s/ Eric D. Salyer
	Eric D. Salyer
	President

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated on this 5th day of August, 2008. Each person whose signature appears below hereby authorizes each of the agent for service named in this Registration Statement, Jeffrey M. Jarosinski and Eric B. Tolbert, as attorney-in-fact, to sign in the name of each such person individually and in each capacity stated below, and to file with the Securities and Exchange Commission any amendment, including any post-effective amendment, to this Registration Statement, making such changes in this Registration Statement as appropriate, and generally to do all the things on their behalf to enable the Registrant to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission.

Signature	Title
/s/ Eric D. Salyer	President and Director
Eric D. Salyer	(Principal Executive Officer)
/s/ Angela K. Fields	Controller
Angela K. Fields	(Principal Financial Officer and Principal Accounting Officer)
/s/ Mark A. Clemens	Director
Mark A. Clemens

II-59

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, Commonwealth of Virginia, on August 5, 2008.

LONG FORK COAL COMPANY
(Registrant)
By:	/s/ David M. Hensley
	David M. Hensley
	President

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated on this 5th day of August, 2008. Each person whose signature appears below hereby authorizes each of the agent for service named in this Registration Statement, Jeffrey M. Jarosinski and Eric B. Tolbert, as attorney-in-fact, to sign in the name of each such person individually and in each capacity stated below, and to file with the Securities and Exchange Commission any amendment, including any post-effective amendment, to this Registration Statement, making such changes in this Registration Statement as appropriate, and generally to do all the things on their behalf to enable the Registrant to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission.

Signature	Title
/s/ David M. Hensley	President and Director
David M. Hensley	(Principal Executive Officer)
/s/ V. Gregory Saragas	Controller
V. Gregory Saragas	(Principal Financial Officer and Principal Accounting Officer)
/s/ Mark A. Clemens	Director
Mark A. Clemens

II-60

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, Commonwealth of Virginia, on August 5, 2008.

LYNN BRANCH COAL COMPANY, INC.
(Registrant)
By:	/s/ Johnny R. Jones
	Johnny R. Jones
	President

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated on this 5th day of August, 2008. Each person whose signature appears below hereby authorizes each of the agent for service named in this Registration Statement, Jeffrey M. Jarosinski and Eric B. Tolbert, as attorney-in-fact, to sign in the name of each such person individually and in each capacity stated below, and to file with the Securities and Exchange Commission any amendment, including any post-effective amendment, to this Registration Statement, making such changes in this Registration Statement as appropriate, and generally to do all the things on their behalf to enable the Registrant to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission.

Signature	Title
/s/ Johnny R. Jones	President and Director
Johnny R. Jones	(Principal Executive Officer)
/s/ V. Gregory Saragas	Controller
V. Gregory Saragas	(Principal Financial Officer and Principal Accounting Officer)
/s/ Bruce A. Johnson	Director
Bruce A. Johnson

II-61

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, Commonwealth of Virginia, on August 5, 2008.

MAJESTIC MINING, INC.
(Registrant)
By:	/s/ David C. Hughart
	David C. Hughart
	President

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated on this 5th day of August, 2008. Each person whose signature appears below hereby authorizes each of the agent for service named in this Registration Statement, Jeffrey M. Jarosinski and Eric B. Tolbert, as attorney-in-fact, to sign in the name of each such person individually and in each capacity stated below, and to file with the Securities and Exchange Commission any amendment, including any post-effective amendment, to this Registration Statement, making such changes in this Registration Statement as appropriate, and generally to do all the things on their behalf to enable the Registrant to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission.

Signature	Title
/s/ David C. Hughart	President
David C. Hughart	(Principal Executive Officer)
/s/ Michele L. Davis	Controller
Michele L. Davis	(Principal Financial Officer and Principal Accounting Officer)
/s/ Mark A. Clemens	Director
Mark A. Clemens
/s/ Michael K. Snelling	Director
Michael K. Snelling

II-62

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, Commonwealth of Virginia, on August 5, 2008.

MARFORK COAL COMPANY, INC.
(Registrant)
By:	/s/ Christopher L. Blanchard
	Christopher L. Blanchard
	President

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated on this 5th day of August, 2008. Each person whose signature appears below hereby authorizes each of the agent for service named in this Registration Statement, Jeffrey M. Jarosinski and Eric B. Tolbert, as attorney-in-fact, to sign in the name of each such person individually and in each capacity stated below, and to file with the Securities and Exchange Commission any amendment, including any post-effective amendment, to this Registration Statement, making such changes in this Registration Statement as appropriate, and generally to do all the things on their behalf to enable the Registrant to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission.

Signature	Title
/s/ Christopher L. Blanchard	President and Director
Christopher L. Blanchard	(Principal Executive Officer)
/s/ Tammy Tomblin	Controller and Chief Accounting Officer
Tammy Tomblin	(Principal Financial Officer and Principal Accounting Officer)
/s/ J. Christopher Adkins	Director
J. Christopher Adkins
/s/ Mark A. Clemens	Director
Mark A. Clemens

II-63

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, Commonwealth of Virginia, on August 5, 2008.

MARTIN COUNTY COAL CORPORATION
(Registrant)
By:	/s/ Hiram Mahon
	Hiram Mahon
	President

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated on this 5th day of August, 2008. Each person whose signature appears below hereby authorizes each of the agent for service named in this Registration Statement, Jeffrey M. Jarosinski and Eric B. Tolbert, as attorney-in-fact, to sign in the name of each such person individually and in each capacity stated below, and to file with the Securities and Exchange Commission any amendment, including any post-effective amendment, to this Registration Statement, making such changes in this Registration Statement as appropriate, and generally to do all the things on their behalf to enable the Registrant to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission.

Signature	Title
/s/ Hiram Mahon	President
Hiram Mahon	(Principal Executive Officer)
/s/ V. Gregory Saragas	Controller
V. Gregory Saragas	(Principal Financial Officer and Principal Accounting Officer)
/s/ Mark A. Clemens	Director
Mark A. Clemens
/s/ John M. Poma	Director
John M. Poma
/s/ Jeffrey M. Gillenwater	Director
Jeffrey M. Gillenwater

II-64

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, Commonwealth of Virginia, on August 5, 2008.

MASSEY COAL SALES COMPANY, INC.
(Registrant)
By:	/s/ Baxter F. Phillips, Jr.
	Baxter F. Phillips, Jr.
	President

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated on this 5th day of August, 2008. Each person whose signature appears below hereby authorizes each of the agent for service named in this Registration Statement, Jeffrey M. Jarosinski and Eric B. Tolbert, as attorney-in-fact, to sign in the name of each such person individually and in each capacity stated below, and to file with the Securities and Exchange Commission any amendment, including any post-effective amendment, to this Registration Statement, making such changes in this Registration Statement as appropriate, and generally to do all the things on their behalf to enable the Registrant to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission.

Signature	Title
/s/ Baxter F. Phillips, Jr.	President and Director
Baxter F. Phillips, Jr.	(Principal Executive Officer)
/s/ James E. Sutphin	Vice President and Chief Financial Officer
James E. Sutphin	(Principal Financial Officer)
/s/ David W. Ownings	Controller
David W. Owings	(Principal Accounting Officer)
/s/ Mark A. Clemens	Director
Mark A. Clemens
/s/ C. Michael Allen	Director
C. Michael Allen

II-65

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, Commonwealth of Virginia, on August 5, 2008.

MASSEY COAL SERVICES, INC.
(Registrant)
By:	/s/ Mark A. Clemens
	Mark A. Clemens
	Chairman and Chief Coordinating Officer

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated on this 5th day of August, 2008. Each person whose signature appears below hereby authorizes each of the agent for service named in this Registration Statement, Jeffrey M. Jarosinski and Eric B. Tolbert, as attorney-in-fact, to sign in the name of each such person individually and in each capacity stated below, and to file with the Securities and Exchange Commission any amendment, including any post-effective amendment, to this Registration Statement, making such changes in this Registration Statement as appropriate, and generally to do all the things on their behalf to enable the Registrant to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission.

Signature	Title
/s/ Mark A. Clemens	Chairman and Chief Coordinating Officer
Mark A. Clemens	(Principal Executive Officer)
/s/ David W. Owings	Controller
David W. Owings	(Principal Financial Officer and Principal Accounting Officer)
/s/ Don L. Blankenship	Director
Don L. Blankenship
/s/ Baxter F. Phillips, Jr.	Director
Baxter F. Phillips, Jr.

II-66

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, Commonwealth of Virginia, on August 5, 2008.

MASSEY GAS & OIL COMPANY
(Registrant)
By:	/s/ Timothy E. Comer
	Timothy E. Comer
	President

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated on this 5th day of August, 2008. Each person whose signature appears below hereby authorizes each of the agent for service named in this Registration Statement, Jeffrey M. Jarosinski and Eric B. Tolbert, as attorney-in-fact, to sign in the name of each such person individually and in each capacity stated below, and to file with the Securities and Exchange Commission any amendment, including any post-effective amendment, to this Registration Statement, making such changes in this Registration Statement as appropriate, and generally to do all the things on their behalf to enable the Registrant to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission.

Signature	Title
/s/ Timothy E. Comer	President and Director
Timothy E. Comer	(Principal Executive Officer)
/s/ Nancy Jo Swain	Controller
Nancy Jo Swain	(Principal Financial Officer and Principal Accounting Officer)
/s/ Mark A. Clemens	Director
Mark A. Clemens

II-67

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, Commonwealth of Virginia, on August 5, 2008.

MASSEY TECHNOLOGY INVESTMENTS, INC.
(Registrant)
By:	/s/ Baxter F. Phillips, Jr.
	Baxter F. Phillips, Jr.
	President

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated on this 5th day of August, 2008. Each person whose signature appears below hereby authorizes each of the agent for service named in this Registration Statement, Jeffrey M. Jarosinski and Eric B. Tolbert, as attorney-in-fact, to sign in the name of each such person individually and in each capacity stated below, and to file with the Securities and Exchange Commission any amendment, including any post-effective amendment, to this Registration Statement, making such changes in this Registration Statement as appropriate, and generally to do all the things on their behalf to enable the Registrant to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission.

Signature	Title
/s/ Baxter F. Phillips, Jr.	President and Director
Baxter F. Phillips, Jr.	(Principal Executive Officer)
/s/ David W. Owings	Controller
David W. Owings	(Principal Financial Officer and Principal Accounting Officer)
/s/ Michael D. Bauersachs	Director
Michael D. Bauersachs

II-68

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, Commonwealth of Virginia, on August 5, 2008.

NEW MARKET LAND COMPANY
(Registrant)
By:	/s/ Michael R. Blackburn
	Michael R. Blackburn
	President

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated on this 5th day of August, 2008. Each person whose signature appears below hereby authorizes each of the agent for service named in this Registration Statement, Jeffrey M. Jarosinski and Eric B. Tolbert, as attorney-in-fact, to sign in the name of each such person individually and in each capacity stated below, and to file with the Securities and Exchange Commission any amendment, including any post-effective amendment, to this Registration Statement, making such changes in this Registration Statement as appropriate, and generally to do all the things on their behalf to enable the Registrant to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission.

Signature	Title
/s/ Michael R. Blackburn	President and Director
Michael R. Blackburn	(Principal Executive Officer)
/s/ Darren C. Muncy	Controller
Darren C. Muncy	(Principal Financial Officer and Principal Accounting Officer)
/s/ Jeffrey M. Gillenwater	Director
Jeffrey M. Gillenwater
/s/ M. Shane Harvey	Director
M. Shane Harvey

II-69

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, Commonwealth of Virginia, on August 5, 2008.

NEW RIDGE MINING COMPANY
(Registrant)
By:	/s/ Charles I. Bearse, III
	Charles I. Bearse, III
	President

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated on this 5th day of August, 2008. Each person whose signature appears below hereby authorizes each of the agent for service named in this Registration Statement, Jeffrey M. Jarosinski and Eric B. Tolbert, as attorney-in-fact, to sign in the name of each such person individually and in each capacity stated below, and to file with the Securities and Exchange Commission any amendment, including any post-effective amendment, to this Registration Statement, making such changes in this Registration Statement as appropriate, and generally to do all the things on their behalf to enable the Registrant to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission.

Signature	Title
/s/ Charles I. Bearse, III	President and Director
Charles I. Bearse, III	(Principal Executive Officer)
/s/ V. Gregory Saragas	Controller
V. Gregory Saragas	(Principal Financial Officer and Principal Accounting Officer)
/s/ Mark A. Clemens	Director
Mark A. Clemens

II-70

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, Commonwealth of Virginia, on August 5, 2008.

NEW RIVER ENERGY CORPORATION
(Registrant)
By:	/s/ Timothy E. Comer
	Timothy E. Comer
	President

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated on this 5th day of August, 2008. Each person whose signature appears below hereby authorizes each of the agent for service named in this Registration Statement, Jeffrey M. Jarosinski and Eric B. Tolbert, as attorney-in-fact, to sign in the name of each such person individually and in each capacity stated below, and to file with the Securities and Exchange Commission any amendment, including any post-effective amendment, to this Registration Statement, making such changes in this Registration Statement as appropriate, and generally to do all the things on their behalf to enable the Registrant to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission.

Signature	Title
/s/ Timothy E. Comer	President
Timothy E. Comer	(Principal Executive Officer)
/s/ Nancy Jo Swain	Controller
Nancy Jo Swain	(Principal Financial Officer and Principal Accounting Officer)
/s/ R. Freal Mize	Director
R. Freal Mize
/s/ Mark A. Clemens	Director
Mark A. Clemens
/s/ Jeffrey M. Gillenwater	Director
Jeffrey M. Gillenwater

II-71

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, Commonwealth of Virginia, on August 5, 2008.

NICCO CORPORATION
(Registrant)
By:	/s/ David C. Hughart
	David C. Hughart
	President

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated on this 5th day of August, 2008. Each person whose signature appears below hereby authorizes each of the agent for service named in this Registration Statement, Jeffrey M. Jarosinski and Eric B. Tolbert, as attorney-in-fact, to sign in the name of each such person individually and in each capacity stated below, and to file with the Securities and Exchange Commission any amendment, including any post-effective amendment, to this Registration Statement, making such changes in this Registration Statement as appropriate, and generally to do all the things on their behalf to enable the Registrant to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission.

Signature	Title
/s/ David C. Hughart	President and Director
David C. Hughart	(Principal Executive Officer)
/s/ Michele L. Davis	Controller
Michele L. Davis	(Principal Financial Officer and Principal Accounting Officer)
/s/ Mark A. Clemens	Director
Mark A. Clemens
/s/ Jeffrey M. Gillenwater	Director
Jeffrey M. Gillenwater

II-72

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, Commonwealth of Virginia, on August 5, 2008.

NICHOLAS ENERGY COMPANY
(Registrant)
By:	/s/ Jon C. Brown
	Jon C. Brown
	President

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated on this 5th day of August, 2008. Each person whose signature appears below hereby authorizes each of the agent for service named in this Registration Statement, Jeffrey M. Jarosinski and Eric B. Tolbert, as attorney-in-fact, to sign in the name of each such person individually and in each capacity stated below, and to file with the Securities and Exchange Commission any amendment, including any post-effective amendment, to this Registration Statement, making such changes in this Registration Statement as appropriate, and generally to do all the things on their behalf to enable the Registrant to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission.

Signature	Title
/s/ Jon C. Brown	President
Jon C. Brown	(Principal Executive Officer)
/s/ Michele L. Davis	Controller
Michele L. Davis	(Principal Financial Officer and Principal Accounting Officer)
/s/ Mark A. Clemens	Director
Mark A. Clemens
/s/ Michael K. Snelling	Director
Michael K. Snelling

II-73

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, Commonwealth of Virginia, on August 5, 2008.

OMAR MINING COMPANY
(Registrant)
By:	/s/ Billy R. McCoy
	Billy R. McCoy
	President

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated on this 5th day of August, 2008. Each person whose signature appears below hereby authorizes each of the agent for service named in this Registration Statement, Jeffrey M. Jarosinski and Eric B. Tolbert, as attorney-in-fact, to sign in the name of each such person individually and in each capacity stated below, and to file with the Securities and Exchange Commission any amendment, including any post-effective amendment, to this Registration Statement, making such changes in this Registration Statement as appropriate, and generally to do all the things on their behalf to enable the Registrant to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission.

Signature	Title
/s/ Billy R. McCoy	President and Director
Billy R. McCoy	(Principal Executive Officer)
/s/ Adam B. McCallister	Controller
Adam B. McCallister	(Principal Financial Officer and Principal Accounting Officer)
/s/ Baxter F. Phillips, Jr.	Director
Baxter F. Phillips, Jr.

II-74

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, Commonwealth of Virginia, on August 5, 2008.

PEERLESS EAGLE COAL CO.
(Registrant)
By:	/s/ David C. Hughart
	David C. Hughart
	President

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated on this 5th day of August, 2008. Each person whose signature appears below hereby authorizes each of the agent for service named in this Registration Statement, Jeffrey M. Jarosinski and Eric B. Tolbert, as attorney-in-fact, to sign in the name of each such person individually and in each capacity stated below, and to file with the Securities and Exchange Commission any amendment, including any post-effective amendment, to this Registration Statement, making such changes in this Registration Statement as appropriate, and generally to do all the things on their behalf to enable the Registrant to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission.

Signature	Title
/s/ David C. Hughart	President and Director
David C. Hughart	(Principal Executive Officer)
/s/ Michele L. Davis	Controller
Michele L. Davis	(Principal Financial Officer and Principal Accounting Officer)
/s/ Mark A. Clemens	Director
Mark A. Clemens
/s/ Jeffrey M. Gillenwater	Director
Jeffrey M. Gillenwater

II-75

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, Commonwealth of Virginia, on August 5, 2008.

PERFORMANCE COAL COMPANY
(Registrant)
By:	/s/ Christopher L. Blanchard
	Christopher L. Blanchard
	President

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated on this 5th day of August, 2008. Each person whose signature appears below hereby authorizes each of the agent for service named in this Registration Statement, Jeffrey M. Jarosinski and Eric B. Tolbert, as attorney-in-fact, to sign in the name of each such person individually and in each capacity stated below, and to file with the Securities and Exchange Commission any amendment, including any post-effective amendment, to this Registration Statement, making such changes in this Registration Statement as appropriate, and generally to do all the things on their behalf to enable the Registrant to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission.

Signature	Title
/s/ Christopher L. Blanchard	President and Director
Christopher L. Blanchard	(Principal Executive Officer)
/s/ Tammy Tomblin	Controller and Chief Accounting Officer
Tammy Tomblin	(Principal Financial Officer and Principal Accounting Officer)
/s/ Mark A. Clemens	Director
Mark A. Clemens

II-76

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, Commonwealth of Virginia, on August 5, 2008.

PETER CAVE MINING COMPANY
(Registrant)
By:	/s/ David M. Hensley
	David M. Hensley
	President

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated on this 5th day of August, 2008. Each person whose signature appears below hereby authorizes each of the agent for service named in this Registration Statement, Jeffrey M. Jarosinski and Eric B. Tolbert, as attorney-in-fact, to sign in the name of each such person individually and in each capacity stated below, and to file with the Securities and Exchange Commission any amendment, including any post-effective amendment, to this Registration Statement, making such changes in this Registration Statement as appropriate, and generally to do all the things on their behalf to enable the Registrant to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission.

Signature	Title
/s/ David M. Hensley	President and Director
David M. Hensley	(Principal Executive Officer)
/s/ V. Gregory Saragas	Controller
V. Gregory Saragas	(Principal Financial Officer and Principal Accounting Officer)
/s/ Mark A. Clemens	Director
Mark A. Clemens

II-77

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, Commonwealth of Virginia, on August 5, 2008.

PILGRIM MINING COMPANY, INC.
(Registrant)
By:	/s/ David M. Hensley
	David M. Hensley
	President

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated on this 5th day of August, 2008. Each person whose signature appears below hereby authorizes each of the agent for service named in this Registration Statement, Jeffrey M. Jarosinski and Eric B. Tolbert, as attorney-in-fact, to sign in the name of each such person individually and in each capacity stated below, and to file with the Securities and Exchange Commission any amendment, including any post-effective amendment, to this Registration Statement, making such changes in this Registration Statement as appropriate, and generally to do all the things on their behalf to enable the Registrant to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission.

Signature	Title
/s/ David M. Hensley	President
David M. Hensley	(Principal Executive Officer)
/s/ V. Gregory Saragas	Controller
V. Gregory Saragas	(Principal Financial Officer and Principal Accounting Officer)
/s/ Mark A. Clemens	Director
Mark A. Clemens

II-78

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, Commonwealth of Virginia, on August 5, 2008.

POWER MOUNTAIN COAL COMPANY
(Registrant)
By:	/s/ Michael L. Callaway
	Michael L. Callaway
	President

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated on this 5th day of August, 2008. Each person whose signature appears below hereby authorizes each of the agent for service named in this Registration Statement, Jeffrey M. Jarosinski and Eric B. Tolbert, as attorney-in-fact, to sign in the name of each such person individually and in each capacity stated below, and to file with the Securities and Exchange Commission any amendment, including any post-effective amendment, to this Registration Statement, making such changes in this Registration Statement as appropriate, and generally to do all the things on their behalf to enable the Registrant to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission.

Signature	Title
/s/ Michael L. Callaway	President
Michael L. Callaway	(Principal Executive Officer)
/s/ Michele L. Davis	Controller
Michele L. Davis	(Principal Financial Officer and Principal Accounting Officer)
/s/ Jon C. Brown	Director
Jon C. Brown
/s/ Mark A. Clemens	Director
Mark A. Clemens

II-79

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, Commonwealth of Virginia, on August 5, 2008.

RAVEN RESOURCES, INC.
(Registrant)
By:	/s/ R. Freal Mize
	R. Freal Mize
	President

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated on this 5th day of August, 2008. Each person whose signature appears below hereby authorizes each of the agent for service named in this Registration Statement, Jeffrey M. Jarosinski and Eric B. Tolbert, as attorney-in-fact, to sign in the name of each such person individually and in each capacity stated below, and to file with the Securities and Exchange Commission any amendment, including any post-effective amendment, to this Registration Statement, making such changes in this Registration Statement as appropriate, and generally to do all the things on their behalf to enable the Registrant to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission.

Signature	Title
/s/ R. Freal Mize	President and Director
R. Freal Mize	(Principal Executive Officer)
/s/ Nancy Jo Swain	Controller
Nancy Jo Swain	(Principal Financial Officer and Principal Accounting Officer)
/s/ Michael D. Bauersachs	Director
Michael D. Bauersachs
/s/ Jeffrey M. Gillenwater	Director
Jeffrey M. Gillenwater

II-80

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, Commonwealth of Virginia, on August 5, 2008.

RAWL SALES & PROCESSING, CO.
(Registrant)
By:	/s/ Charles I. Bearse, III
	Charles I. Bearse, III
	President

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated on this 5th day of August, 2008. Each person whose signature appears below hereby authorizes each of the agent for service named in this Registration Statement, Jeffrey M. Jarosinski and Eric B. Tolbert, as attorney-in-fact, to sign in the name of each such person individually and in each capacity stated below, and to file with the Securities and Exchange Commission any amendment, including any post-effective amendment, to this Registration Statement, making such changes in this Registration Statement as appropriate, and generally to do all the things on their behalf to enable the Registrant to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission.

Signature	Title
/s/ Charles I. Bearse, III	President and Director
Charles I. Bearse, III	(Principal Executive Officer)
/s/ V. Gregory Saragas	Controller
V. Gregory Saragas	(Principal Financial Officer and Principal Accounting Officer)
/s/ Don L. Blankenship	Director
Don L. Blankenship
/s/ Mark A. Clemens	Director
Mark A. Clemens

II-81

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, Commonwealth of Virginia, on August 5, 2008.

ROAD FORK DEVELOPMENT COMPANY, INC.
(Registrant)
By:	/s/ Charles I. Bearse, III
	Charles I. Bearse, III
	President

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated on this 5th day of August, 2008. Each person whose signature appears below hereby authorizes each of the agent for service named in this Registration Statement, Jeffrey M. Jarosinski and Eric B. Tolbert, as attorney-in-fact, to sign in the name of each such person individually and in each capacity stated below, and to file with the Securities and Exchange Commission any amendment, including any post-effective amendment, to this Registration Statement, making such changes in this Registration Statement as appropriate, and generally to do all the things on their behalf to enable the Registrant to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission.

Signature	Title
/s/ Charles I. Bearse, III	President
Charles I. Bearse, III	(Principal Executive Officer)
/s/ V. Gregory Saragas	Controller
V. Gregory Saragas	(Principal Financial Officer and Principal Accounting Officer)
/s/ Baxter F. Phillips, Jr.	Director
Baxter F. Phillips, Jr.
/s/ Don L. Blankenship	Director
Don L. Blankenship

II-82

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, Commonwealth of Virginia, on August 5, 2008.

ROBINSON-PHILLIPS COAL COMPANY
(Registrant)
By:	/s/ John L. Cline, Jr.
	John L. Cline, Jr.
	President

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated on this 5th day of August, 2008. Each person whose signature appears below hereby authorizes each of the agent for service named in this Registration Statement, Jeffrey M. Jarosinski and Eric B. Tolbert, as attorney-in-fact, to sign in the name of each such person individually and in each capacity stated below, and to file with the Securities and Exchange Commission any amendment, including any post-effective amendment, to this Registration Statement, making such changes in this Registration Statement as appropriate, and generally to do all the things on their behalf to enable the Registrant to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission.

Signature	Title
/s/ John L. Cline, Jr.	President and Director
John L. Cline, Jr.	(Principal Executive Officer)
/s/ David W. Owings	Controller
David W. Owings	(Principal Financial Officer and Principal Accounting Officer)
/s/ Jeffrey M. Gillenwater	Director
Jeffrey M. Gillenwater
/s/ John M. Poma	Director
John M. Poma

II-83

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, Commonwealth of Virginia, on August 5, 2008.

RUM CREEK COAL SALES, INC.
(Registrant)
By:	/s/ Johnny R. Jones
	Johnny R. Jones
	President

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated on this 5th day of August, 2008. Each person whose signature appears below hereby authorizes each of the agent for service named in this Registration Statement, Jeffrey M. Jarosinski and Eric B. Tolbert, as attorney-in-fact, to sign in the name of each such person individually and in each capacity stated below, and to file with the Securities and Exchange Commission any amendment, including any post-effective amendment, to this Registration Statement, making such changes in this Registration Statement as appropriate, and generally to do all the things on their behalf to enable the Registrant to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission.

Signature	Title
/s/ Johnny R. Jones	President and Director
Johnny R. Jones	(Principal Executive Officer)
/s/ Angela K. Fields	Controller
Angela K. Fields	(Principal Financial Officer and Principal Accounting Officer)

II-84

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, Commonwealth of Virginia, on August 5, 2008.

RUSSELL FORK COAL COMPANY
(Registrant)
By:	/s/ Baxter F. Phillips, Jr.
	Baxter F. Phillips, Jr.
	President

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated on this 5th day of August, 2008. Each person whose signature appears below hereby authorizes each of the agent for service named in this Registration Statement, Jeffrey M. Jarosinski and Eric B. Tolbert, as attorney-in-fact, to sign in the name of each such person individually and in each capacity stated below, and to file with the Securities and Exchange Commission any amendment, including any post-effective amendment, to this Registration Statement, making such changes in this Registration Statement as appropriate, and generally to do all the things on their behalf to enable the Registrant to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission.

Signature	Title
/s/ Baxter F. Phillips, Jr.	President and Director
Baxter F. Phillips, Jr.	(Principal Executive Officer)
/s/ David W. Owings	Controller
David W. Owings	(Principal Financial Officer and Principal Accounting Officer)
/s/ Jeffrey M. Gillenwater	Director
Jeffrey M. Gillenwater
/s/ John M. Poma	Director
John M. Poma

II-85

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, Commonwealth of Virginia, on August 5, 2008.

SCARLET DEVELOPMENT COMPANY
(Registrant)
By:	/s/ Baxter F. Phillips, Jr.
	Baxter F. Phillips, Jr.
	President

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated on this 5th day of August, 2008. Each person whose signature appears below hereby authorizes each of the agent for service named in this Registration Statement, Jeffrey M. Jarosinski and Eric B. Tolbert, as attorney-in-fact, to sign in the name of each such person individually and in each capacity stated below, and to file with the Securities and Exchange Commission any amendment, including any post-effective amendment, to this Registration Statement, making such changes in this Registration Statement as appropriate, and generally to do all the things on their behalf to enable the Registrant to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission.

Signature	Title
/s/ Baxter F. Phillips, Jr.	President and Director
Baxter F. Phillips, Jr.	(Principal Executive Officer)
/s/ Darren C. Muncy	Controller
Darren C. Muncy	(Principal Financial Officer and Principal Accounting Officer)
/s/ Mark A. Clemens	Director
Mark A. Clemens

II-86

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, Commonwealth of Virginia, on August 5, 2008.

SC COAL CORPORATION
(Registrant)
By:	/s/ David C. Hughart
	David C. Hughart
	President

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated on this 5th day of August, 2008. Each person whose signature appears below hereby authorizes each of the agent for service named in this Registration Statement, Jeffrey M. Jarosinski and Eric B. Tolbert, as attorney-in-fact, to sign in the name of each such person individually and in each capacity stated below, and to file with the Securities and Exchange Commission any amendment, including any post-effective amendment, to this Registration Statement, making such changes in this Registration Statement as appropriate, and generally to do all the things on their behalf to enable the Registrant to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission.

Signature	Title
/s/ David C. Hughart	President
David C. Hughart	(Principal Executive Officer)
/s/ David W. Owings	Controller
David W. Owings	(Principal Financial Officer and Principal Accounting Officer)
/s/ Eric B. Tolbert	Director
Eric B. Tolbert

II-87

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, Commonwealth of Virginia, on August 5, 2008.

SHANNON-POCAHONTAS COAL CORPORATION
(Registrant)
By:	/s/ R. Freal Mize
	R. Freal Mize
	President

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated on this 5th day of August, 2008. Each person whose signature appears below hereby authorizes each of the agent for service named in this Registration Statement, Jeffrey M. Jarosinski and Eric B. Tolbert, as attorney-in-fact, to sign in the name of each such person individually and in each capacity stated below, and to file with the Securities and Exchange Commission any amendment, including any post-effective amendment, to this Registration Statement, making such changes in this Registration Statement as appropriate, and generally to do all the things on their behalf to enable the Registrant to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission.

Signature	Title
/s/ R. Freal Mize	President
R. Freal Mize	(Principal Executive Officer)
/s/ David W. Owings	Controller
David W. Owings	(Principal Financial Officer and Principal Accounting Officer)
/s/ Larry E. Palmer	Director
Larry E. Palmer
/s/ John M. Poma	Director
John M. Poma
/s/ Mark A. Clemens	Director
Mark A. Clemens

II-88

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, Commonwealth of Virginia, on August 5, 2008.

SHANNON-POCAHONTAS MINING CO.
(Registrant)
By:	SHANNON-POCAHONTAS COAL CORPORATION
By:	/s/ R. Freal Mize
	R. Freal Mize
	President
By:	OMAR MINING COMPANY
By:	/s/ Billy R. McCoy
	Billy R. McCoy
	President

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated on this 5th day of August, 2008. Each person whose signature appears below hereby authorizes each of the agent for service named in this Registration Statement, Jeffrey M. Jarosinski and Eric B. Tolbert, as attorney-in-fact, to sign in the name of each such person individually and in each capacity stated below, and to file with the Securities and Exchange Commission any amendment, including any post-effective amendment, to this Registration Statement, making such changes in this Registration Statement as appropriate, and generally to do all the things on their behalf to enable the Registrant to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission.

Signature	Title
/s/ R. Freal Mize	President of Shannon-Pocahontas Coal Corporation
R. Freal Mize	(Principal Executive Officer)
/s/ David W. Owings	Controller
David W. Owings	(Principal Financial Officer and Principal Accounting Officer)
/s/ Larry E. Palmer	Director of Shannon-Pocahontas Coal Corporation
Larry E. Palmer
/s/ John M. Poma	Director of Shannon-Pocahontas Coal Corporation
John M. Poma

II-89

/s/ Mark A. Clemens	Director of Shannon-Pocahontas Coal Corporation
Mark A. Clemens
/s/ Billy R. McCoy	President and Director of Omar Mining Company
Billy R. McCoy
/s/ Baxter F. Phillips, Jr.	Director of Omar Mining Company
Baxter F. Phillips, Jr.

II-90

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, Commonwealth of Virginia, on August 5, 2008.

SHENANDOAH CAPITAL MANAGEMENT CORP.
(Registrant)
By:	/s/ Baxter F. Phillips, Jr.
	Baxter F. Phillips, Jr.
	President

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated on this 5th day of August, 2008. Each person whose signature appears below hereby authorizes each of the agent for service named in this Registration Statement, Jeffrey M. Jarosinski and Eric B. Tolbert, as attorney-in-fact, to sign in the name of each such person individually and in each capacity stated below, and to file with the Securities and Exchange Commission any amendment, including any post-effective amendment, to this Registration Statement, making such changes in this Registration Statement as appropriate, and generally to do all the things on their behalf to enable the Registrant to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission.

Signature	Title
/s/ Baxter F. Phillips, Jr.	President
Baxter F. Phillips, Jr.	(Principal Executive Officer)
/s/ David W. Owings	Controller
David W. Owings	(Principal Financial Officer and Principal Accounting Officer)
/s/ Don L. Blankenship	Director
Don L. Blankenship
/s/ Mark A. Clemens	Director
Mark A. Clemens

II-91

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, Commonwealth of Virginia, on August 5, 2008.

SIDNEY COAL COMPANY, INC.
(Registrant)
By:	/s/ Charles I. Bearse, III
	Charles I. Bearse, III
	President

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated on this 5th day of August, 2008. Each person whose signature appears below hereby authorizes each of the agent for service named in this Registration Statement, Jeffrey M. Jarosinski and Eric B. Tolbert, as attorney-in-fact, to sign in the name of each such person individually and in each capacity stated below, and to file with the Securities and Exchange Commission any amendment, including any post-effective amendment, to this Registration Statement, making such changes in this Registration Statement as appropriate, and generally to do all the things on their behalf to enable the Registrant to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission.

Signature	Title
/s/ Charles I. Bearse, III	President and Director
Charles I. Bearse, III	(Principal Executive Officer)
/s/ V. Gregory Saragas	Controller
V. Gregory Saragas	(Principal Financial Officer and Principal Accounting Officer)
/s/ Mark A. Clemens	Director
Mark A. Clemens

II-92

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, Commonwealth of Virginia, on August 5, 2008.

SPARTAN MINING COMPANY
(Registrant)
By:	/s/ Johnny R. Jones
	Johnny R. Jones
	President

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated on this 5th day of August, 2008. Each person whose signature appears below hereby authorizes each of the agent for service named in this Registration Statement, Jeffrey M. Jarosinski and Eric B. Tolbert, as attorney-in-fact, to sign in the name of each such person individually and in each capacity stated below, and to file with the Securities and Exchange Commission any amendment, including any post-effective amendment, to this Registration Statement, making such changes in this Registration Statement as appropriate, and generally to do all the things on their behalf to enable the Registrant to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission.

Signature	Title
/s/ Johnny R. Jones	President
Johnny R. Jones	(Principal Executive Officer)
/s/ V. Gregory Saragas	Controller
V. Gregory Saragas	(Principal Financial Officer and Principal Accounting Officer)
/s/ Mark A. Clemens	Director
Mark A. Clemens
/s/ Bruce A. Johnson	Director
Bruce A. Johnson

II-93

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, Commonwealth of Virginia, on August 5, 2008.

ST. ALBAN’S CAPITAL MANAGEMENT CORP.
(Registrant)
By:	/s/ Baxter F. Phillips, Jr.
	Baxter F. Phillips, Jr.
	President

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated on this 5th day of August, 2008. Each person whose signature appears below hereby authorizes each of the agent for service named in this Registration Statement, Jeffrey M. Jarosinski and Eric B. Tolbert, as attorney-in-fact, to sign in the name of each such person individually and in each capacity stated below, and to file with the Securities and Exchange Commission any amendment, including any post-effective amendment, to this Registration Statement, making such changes in this Registration Statement as appropriate, and generally to do all the things on their behalf to enable the Registrant to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission.

Signature	Title
/s/ Baxter F. Phillips, Jr.	President
Baxter F. Phillips, Jr.	(Principal Executive Officer)
/s/ David W. Owings	Controller
David W. Owings	(Principal Financial Officer and Principal Accounting Officer)
/s/ Don L. Blankenship	Director
Don L. Blankenship
/s/ Macs E. Hall	Director
Macs E. Hall

II-94

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, Commonwealth of Virginia, on August 5, 2008.

STIRRAT COAL COMPANY
(Registrant)
By:	/s/ Johnny R. Jones
	Johnny R. Jones
	President

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated on this 5th day of August, 2008. Each person whose signature appears below hereby authorizes each of the agent for service named in this Registration Statement, Jeffrey M. Jarosinski and Eric B. Tolbert, as attorney-in-fact, to sign in the name of each such person individually and in each capacity stated below, and to file with the Securities and Exchange Commission any amendment, including any post-effective amendment, to this Registration Statement, making such changes in this Registration Statement as appropriate, and generally to do all the things on their behalf to enable the Registrant to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission.

Signature	Title
/s/ Johnny R. Jones	President and Director
Johnny R. Jones	(Principal Executive Officer)
/s/ Angela K. Fields	Controller
Angela K. Fields	(Principal Financial Officer and Principal Accounting Officer)
/s/ Mark A. Clemens	Director
Mark A. Clemens

II-95

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, Commonwealth of Virginia, on August 5, 2008.

STONE MINING COMPANY
(Registrant)
By:	/s/ Charles I. Bearse, III
	Charles I. Bearse, III
	President

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated on this 5th day of August, 2008. Each person whose signature appears below hereby authorizes each of the agent for service named in this Registration Statement, Jeffrey M. Jarosinski and Eric B. Tolbert, as attorney-in-fact, to sign in the name of each such person individually and in each capacity stated below, and to file with the Securities and Exchange Commission any amendment, including any post-effective amendment, to this Registration Statement, making such changes in this Registration Statement as appropriate, and generally to do all the things on their behalf to enable the Registrant to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission.

Signature	Title
/s/ Charles I. Bearse, III	President and Director
Charles I. Bearse, III	(Principal Executive Officer)
/s/ V. Gregory Saragas	Controller
V. Gregory Saragas	(Principal Financial Officer and Principal Accounting Officer)
/s/ John M. Poma	Director
John M. Poma

II-96

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, Commonwealth of Virginia, on August 5, 2008.

SUPPORT MINING COMPANY
(Registrant)
By:	/s/ Andrew F. Ashurst
	Andrew F. Ashurst
	President

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated on this 5th day of August, 2008. Each person whose signature appears below hereby authorizes each of the agent for service named in this Registration Statement, Jeffrey M. Jarosinski and Eric B. Tolbert, as attorney-in-fact, to sign in the name of each such person individually and in each capacity stated below, and to file with the Securities and Exchange Commission any amendment, including any post-effective amendment, to this Registration Statement, making such changes in this Registration Statement as appropriate, and generally to do all the things on their behalf to enable the Registrant to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission.

Signature	Title
/s/ Andrew F. Ashurst	President and Director
Andrew F. Ashurst	(Principal Executive Officer)
/s/ Tammy Tomblin	Controller
Tammy Tomblin	(Principal Financial Officer and Principal Accounting Officer)
/s/ Mark A. Clemens	Director
Mark A. Clemens

II-97

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, Commonwealth of Virginia, on August 5, 2008.

SYCAMORE FUELS, INC.
(Registrant)
By:	/s/ Charles I. Bearse, III
	Charles I. Bearse, III
	President

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated on this 5th day of August, 2008. Each person whose signature appears below hereby authorizes each of the agent for service named in this Registration Statement, Jeffrey M. Jarosinski and Eric B. Tolbert, as attorney-in-fact, to sign in the name of each such person individually and in each capacity stated below, and to file with the Securities and Exchange Commission any amendment, including any post-effective amendment, to this Registration Statement, making such changes in this Registration Statement as appropriate, and generally to do all the things on their behalf to enable the Registrant to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission.

Signature	Title
/s/ Charles I. Bearse, III	President and Director
Charles I. Bearse, III	(Principal Executive Officer)
/s/ V. Gregory Saragas	Controller
V. Gregory Saragas	(Principal Financial Officer and Principal Accounting Officer)
/s/ Bruce A. Johnson	Director
Bruce A. Johnson

II-98

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, Commonwealth of Virginia, on August 5, 2008.

T.C.H. COAL CO.
(Registrant)
By:	/s/ Baxter F. Phillips, Jr.
	Baxter F. Phillips, Jr.
	President

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated on this 5th day of August, 2008. Each person whose signature appears below hereby authorizes each of the agent for service named in this Registration Statement, Jeffrey M. Jarosinski and Eric B. Tolbert, as attorney-in-fact, to sign in the name of each such person individually and in each capacity stated below, and to file with the Securities and Exchange Commission any amendment, including any post-effective amendment, to this Registration Statement, making such changes in this Registration Statement as appropriate, and generally to do all the things on their behalf to enable the Registrant to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission.

Signature	Title
/s/ Baxter F. Phillips, Jr.	President and Director (Principal Executive Officer)
Baxter F. Phillips, Jr.
/s/ David W. Owings	Controller (Principal Financial Officer and Principal Accounting Officer)
David W. Owings
/s/ Mark A. Clemens	Director
Mark A. Clemens
/s/ Larry E. Palmer	Director
Larry E. Palmer

II-99

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, Commonwealth of Virginia, on August 5, 2008.

TALON LOADOUT COMPANY
(Registrant)
By:	/s/ Kermit E. Fincham, Jr.
	Kermit E. Fincham, Jr.
	President

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated on this 5th day of August, 2008. Each person whose signature appears below hereby authorizes each of the agent for service named in this Registration Statement, Jeffrey M. Jarosinski and Eric B. Tolbert, as attorney-in-fact, to sign in the name of each such person individually and in each capacity stated below, and to file with the Securities and Exchange Commission any amendment, including any post-effective amendment, to this Registration Statement, making such changes in this Registration Statement as appropriate, and generally to do all the things on their behalf to enable the Registrant to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission.

Signature	Title
/s/ Kermit E. Fincham, Jr.	President (Principal Executive Officer)
Kermit E. Fincham, Jr.
/s/ Adam B. McCallister	Controller (Principal Financial Officer and Principal Accounting Officer)
Adam B. McCallister
/s/ Michael K. Snelling	Director
Michael K. Snelling
/s/ Mark A. Clemens	Director
Mark A. Clemens

II-100

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, Commonwealth of Virginia, on August 5, 2008.

TENNESSEE CONSOLIDATED COAL COMPANY (Registrant)
By:	/s/ Michael D. Bauersachs
	Michael D. Bauersachs
	President

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated on this 5th day of August, 2008. Each person whose signature appears below hereby authorizes each of the agent for service named in this Registration Statement, Jeffrey M. Jarosinski and Eric B. Tolbert, as attorney-in-fact, to sign in the name of each such person individually and in each capacity stated below, and to file with the Securities and Exchange Commission any amendment, including any post-effective amendment, to this Registration Statement, making such changes in this Registration Statement as appropriate, and generally to do all the things on their behalf to enable the Registrant to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission.

Signature	Title
/s/ Michael D. Bauersachs	President and Director (Principal Executive Officer)
Michael D. Bauersachs
/s/ V. Gregory Saragas	Controller (Principal Financial Officer and Principal Accounting Officer)
V. Gregory Saragas
/s/ Don L. Blankenship	Director
Don L. Blankenship
/s/ Mark A. Clemens	Director
Mark A. Clemens

II-101

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, Commonwealth of Virginia, on August 5, 2008.

TENNESSEE ENERGY CORP. (Registrant)
By:	/s/ Michael D. Bauersachs
	Michael D. Bauersachs
	President

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated on this 5th day of August, 2008. Each person whose signature appears below hereby authorizes each of the agent for service named in this Registration Statement, Jeffrey M. Jarosinski and Eric B. Tolbert, as attorney-in-fact, to sign in the name of each such person individually and in each capacity stated below, and to file with the Securities and Exchange Commission any amendment, including any post-effective amendment, to this Registration Statement, making such changes in this Registration Statement as appropriate, and generally to do all the things on their behalf to enable the Registrant to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission.

Signature	Title
/s/ Michael D. Bauersachs	President and Director (Principal Executive Officer)
Michael D. Bauersachs
/s/ V. Gregory Saragas	Controller (Principal Financial Officer and Principal Accounting Officer)
V. Gregory Saragas
/s/ Mark A. Clemens	Director
Mark A. Clemens
/s/ Don L. Blankenship	Director
Don L. Blankenship

II-102

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, Commonwealth of Virginia, on August 5, 2008.

THUNDER MINING COMPANY (Registrant)
By:	/s/ Michael D. Bauersachs
	Michael D. Bauersachs
	President

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated on this 5th day of August, 2008. Each person whose signature appears below hereby authorizes each of the agent for service named in this Registration Statement, Jeffrey M. Jarosinski and Eric B. Tolbert, as attorney-in-fact, to sign in the name of each such person individually and in each capacity stated below, and to file with the Securities and Exchange Commission any amendment, including any post-effective amendment, to this Registration Statement, making such changes in this Registration Statement as appropriate, and generally to do all the things on their behalf to enable the Registrant to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission.

Signature	Title
/s/ Michael D. Bauersachs	President and Director (Principal Executive Officer)
Michael D. Bauersachs
/s/ David W. Owings	Controller (Principal Financial Officer and Principal Accounting Officer)
David W. Owings

II-103

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, Commonwealth of Virginia, on August 5, 2008.

TOWN CREEK COAL COMPANY (Registrant)
By:	/s/ Macs E. Hall
	Macs E. Hall
	President

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated on this 5th day of August, 2008. Each person whose signature appears below hereby authorizes each of the agent for service named in this Registration Statement, Jeffrey M. Jarosinski and Eric B. Tolbert, as attorney-in-fact, to sign in the name of each such person individually and in each capacity stated below, and to file with the Securities and Exchange Commission any amendment, including any post-effective amendment, to this Registration Statement, making such changes in this Registration Statement as appropriate, and generally to do all the things on their behalf to enable the Registrant to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission.

Signature	Title
/s/ Macs E. Hall	President and Director (Principal Executive Officer)
Macs E. Hall
/s/ David W. Owings	Controller (Principal Financial Officer and Principal Accounting Officer)
David W. Owings
/s/ Baxter F. Phillips, Jr.	Director
Baxter F. Phillips, Jr.

II-104

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, Commonwealth of Virginia, on August 5, 2008.

TRACE CREEK COAL COMPANY (Registrant)
By:	/s/ Michael R. Blackburn
	Michael R. Blackburn
	President

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated on this 5th day of August, 2008. Each person whose signature appears below hereby authorizes each of the agent for service named in this Registration Statement, Jeffrey M. Jarosinski and Eric B. Tolbert, as attorney-in-fact, to sign in the name of each such person individually and in each capacity stated below, and to file with the Securities and Exchange Commission any amendment, including any post-effective amendment, to this Registration Statement, making such changes in this Registration Statement as appropriate, and generally to do all the things on their behalf to enable the Registrant to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission.

Signature	Title
/s/ Michael R. Blackburn	President and Director (Principal Executive Officer)
Michael R. Blackburn
/s/ Nancy Jo Swain	Controller (Principal Financial Officer and Principal Accounting Officer)
Nancy Jo Swain
/s/ David C. Hughart	Director
David C. Hughart
/s/ Mark A. Clemens	Director
Mark A. Clemens

II-105

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, Commonwealth of Virginia, on August 5, 2008.

TUCSON LIMITED LIABILITY COMPANY (Registrant)
By:	A.T. Massey Coal Company, Inc., its Manager
By:	/s/ Don L. Blankenship
	Don L. Blankenship
	Chairman of the Board, Chief Executive Officer and President

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated on this 5th day of August, 2008. Each person whose signature appears below hereby authorizes each of the agent for service named in this Registration Statement, Jeffrey M. Jarosinski and Eric B. Tolbert, as attorney-in-fact, to sign in the name of each such person individually and in each capacity stated below, and to file with the Securities and Exchange Commission any amendment, including any post-effective amendment, to this Registration Statement, making such changes in this Registration Statement as appropriate, and generally to do all the things on their behalf to enable the Registrant to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission.

Signature	Title
/s/ Don L. Blankenship	Chairman of the Board, Chief Executive Officer and President of A.T. Massey Coal Company, Inc., the Manager of Tucson Limited Liability Company (Principal Executive Officer)
Don L. Blankenship
/s/ David W. Owings	Controller (Principal Financial Officer and Principal Accounting Officer)
David W. Owings
/s/ Mark A. Clemens	Director of A.T. Massey Coal Company, Inc.
Mark A. Clemens
/s/ Baxter F. Phillips, Jr.	Director of A.T. Massey Coal Company, Inc.
Baxter F. Phillips, Jr.

II-106

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, Commonwealth of Virginia, on August 5, 2008.

VANTAGE MINING COMPANY (Registrant)
By:	/s/ John L. Cline, Jr.
	John L. Cline, Jr.
	President

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated on this 5th day of August, 2008. Each person whose signature appears below hereby authorizes each of the agent for service named in this Registration Statement, Jeffrey M. Jarosinski and Eric B. Tolbert, as attorney-in-fact, to sign in the name of each such person individually and in each capacity stated below, and to file with the Securities and Exchange Commission any amendment, including any post-effective amendment, to this Registration Statement, making such changes in this Registration Statement as appropriate, and generally to do all the things on their behalf to enable the Registrant to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission.

Signature	Title
/s/ John L. Cline, Jr.	President and Director (Principal Executive Officer)
John L. Cline, Jr.
/s/ V. Gregory Saragas	Controller (Principal Financial Officer and Principal Accounting Officer)
V. Gregory Saragas
/s/ Mark A. Clemens	Director
Mark A. Clemens

II-107

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, Commonwealth of Virginia, on August 5, 2008.

WHITE BUCK COAL COMPANY (Registrant)
By:	/s/ Larry M. Roop
	Larry M. Roop
	President

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated on this 5th day of August, 2008. Each person whose signature appears below hereby authorizes each of the agent for service named in this Registration Statement, Jeffrey M. Jarosinski and Eric B. Tolbert, as attorney-in-fact, to sign in the name of each such person individually and in each capacity stated below, and to file with the Securities and Exchange Commission any amendment, including any post-effective amendment, to this Registration Statement, making such changes in this Registration Statement as appropriate, and generally to do all the things on their behalf to enable the Registrant to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission.

Signature	Title
/s/ Larry M. Roop	President and Director (Principal Executive Officer)
Larry M. Roop
/s/ Michele L. Davis	Controller (Principal Financial Officer and Principal Accounting Officer)
Michele L. Davis
/s/ Mark A. Clemens	Director
Mark A. Clemens
/s/ David C. Hughart	Director
David C. Hughart

II-108

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, Commonwealth of Virginia, on August 5, 2008.

WILLIAMS MOUNTAIN COAL COMPANY (Registrant)
By:	/s/ Michael R. Blackburn
	Michael R. Blackburn
	President

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated on this 5th day of August, 2008. Each person whose signature appears below hereby authorizes each of the agent for service named in this Registration Statement, Jeffrey M. Jarosinski and Eric B. Tolbert, as attorney-in-fact, to sign in the name of each such person individually and in each capacity stated below, and to file with the Securities and Exchange Commission any amendment, including any post-effective amendment, to this Registration Statement, making such changes in this Registration Statement as appropriate, and generally to do all the things on their behalf to enable the Registrant to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission.

Signature	Title
/s/ Michael R. Blackburn	President and Director (Principal Executive Officer)
Michael R. Blackburn
/s/ Tammy Tomblin	Controller (Principal Financial Officer and Principal Accounting Officer)
Tammy Tomblin
/s/ John M. Poma	Director
John M. Poma

II-109

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, Commonwealth of Virginia, on August 5, 2008.

WYOMAC COAL COMPANY, INC. (Registrant)
By:	/s/ John L. Cline, Jr.
	John L. Cline, Jr.
	President

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated on this 5th day of August, 2008. Each person whose signature appears below hereby authorizes each of the agent for service named in this Registration Statement, Jeffrey M. Jarosinski and Eric B. Tolbert, as attorney-in-fact, to sign in the name of each such person individually and in each capacity stated below, and to file with the Securities and Exchange Commission any amendment, including any post-effective amendment, to this Registration Statement, making such changes in this Registration Statement as appropriate, and generally to do all the things on their behalf to enable the Registrant to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission.

Signature	Title
/s/ John L. Cline, Jr.	President and Director (Principal Executive Officer)
John L. Cline, Jr.
/s/ David W. Owings	Controller (Principal Financial Officer and Principal Accounting Officer)
David W. Owings
/s/ John M. Poma	Director
John M. Poma

II-110

EXHIBIT INDEX

Exhibit Number	Exhibit Title
1.1	Underwriting Agreements for the securities offered by this prospectus*
3.1	Restated Certificate of Incorporation of Massey Energy Company, as amended (filed as Exhibit 3.1 to Massey’s annual report on Form 10-K for the fiscal year ended October 31, 2000)
3.2	Restated Bylaws (as amended as of May 13, 2008) of Massey Energy Company (filed as Exhibit 3.1 to Massey’s current report on Form 8-K filed May 14, 2008)
3.3	Restated Articles of Incorporation of A. T. Massey Coal Company, Inc., as amended (filed as Exhibit 3.3 to Massey’s Form S-4 filed February 9, 2004)
3.4	Restated Bylaws of A. T. Massey Coal Company, Inc., as amended (filed as Exhibit 3.4 to Massey’s Form S-4 filed February 9, 2004)
3.5	Articles of Incorporation of Alex Energy, Inc. (filed as Exhibit 3.5 to Massey’s Form S-4 filed February 9, 2004)
3.6	Bylaws of Alex Energy, Inc., as amended (filed as Exhibit 3.6 to Massey’s Form S-4 filed January 31, 2006)
3.7	Articles of Incorporation of Aracoma Coal Company, Inc. (filed as Exhibit 3.9 to Massey’s Form S-4 filed February 9, 2004)
3.8	Bylaws of Aracoma Coal Company, Inc., as amended (filed as Exhibit 3.10 to Massey’s Form S-4 filed February 9, 2004)
3.9	Articles of Incorporation of Bandmill Coal Corporation (formerly known as Chambers Coal Corporation), as amended (filed as Exhibit 3.11 to Massey’s Form S-4 filed February 9, 2004)
3.10	Bylaws of Bandmill Coal Corporation, as amended (filed as Exhibit 3.12 to Massey’s Form S-4 filed February 9, 2004)
3.11	Articles of Incorporation of Bandytown Coal Company (filed as Exhibit 3.13 to Massey’s Form S-4 filed February 9, 2004)
3.12	Bylaws of Bandytown Coal Company (filed as Exhibit 3.14 to Massey’s Form S-4 filed February 9, 2004)
3.13	Articles of Incorporation of Barnabus Land Company (filed as Exhibit 3.15 to Massey’s Form S-4 filed February 9, 2004)
3.14	Bylaws of Barnabus Land Company, as amended (filed as Exhibit 3.16 to Massey’s Form S-4 filed February 9, 2004)
3.15	Agreement of Incorporation of Belfry Coal Corporation, as amended (filed as Exhibit 3.17 to Massey’s Form S-4 filed February 9, 2004)
3.16	Amended Bylaws of Belfry Coal Corporation, as amended (filed as Exhibit 3.18 to Massey’s Form S-4 filed February 9, 2004)
3.17	Agreement of Incorporation of Ben Creek Coal Company (formerly known as Gay Mining Company), as amended (filed as Exhibit 3.19 to Massey’s Form S-4 filed February 9, 2004)
3.18	Bylaws of Ben Creek Coal Company, as amended (filed as Exhibit 3.20 to Massey’s Form S-4 filed February 9, 2004)
3.19	Articles of Incorporation of Big Bear Mining Company (filed as Exhibit 3.21 to Massey’s Form S-4 filed February 9, 2004)
3.20	Bylaws of Big Bear Mining Company, as amended (filed as Exhibit 3.22 to Massey’s Form S-4 filed February 9, 2004)
3.21	Articles of Incorporation of Big Sandy Venture Capital Corp. (filed as Exhibit 3.23 to Massey’s Form S-4 filed February 9, 2004)
3.22	Bylaws of Big Sandy Venture Capital Corp., as amended (filed as Exhibit 3.24 to Massey’s Form S-4 filed February 9, 2004)
3.23	Articles of Incorporation of Black King Mine Development Co. (filed as Exhibit 3.25 to Massey’s Form S-4 filed February 9, 2004)
3.24	Bylaws of Black King Mine Development Co., as amended (filed as Exhibit 3.26 to Massey’s Form S-4 filed February 9, 2004)
3.25	Articles of Incorporation of Blue Ridge Venture Capital Corp. (filed as Exhibit 3.27 to Massey’s Form S-4 filed February 9, 2004)

II-111

3.26	Bylaws of Blue Ridge Venture Capital Corp., as amended (filed as Exhibit 3.28 to Massey’s Form S-4 filed February 9, 2004)
3.27	Articles of Incorporation of Boone East Development Co., as amended (filed as Exhibit 3.29 to Massey’s Form S-4 filed February 9, 2004)
3.28	Bylaws of Boone East Development Co. (filed as Exhibit 3.30 to Massey’s Form S-4 filed February 9, 2004)
3.29	Articles of Incorporation of Boone Energy Company (filed as Exhibit 3.31 to Massey’s Form S-4 filed February 9, 2004)
3.30	Bylaws of Boone Energy Company (filed as Exhibit 3.32 to Massey’s Form S-4 filed February 9, 2004)
3.31	Articles of Incorporation of Boone West Development Co. (filed as Exhibit 3.33 to Massey’s Form S-4 filed February 9, 2004)
3.32	Bylaws of Boone West Development Co., as amended (filed as Exhibit 3.34 to Massey’s Form S-4 filed February 9, 2004)
3.33	Articles of Incorporation of Central Penn Energy Company, Inc. (formerly known as Lone Pine Land & Development Company, Inc.), as amended (filed as Exhibit 3.39 to Massey’s Form S-4 filed February 9, 2004)
3.34	Bylaws of Central Penn Energy Company, Inc., as amended (filed as Exhibit 3.40 to Massey’s Form S-4 filed February 9, 2004)
3.35	Articles of Incorporation of Central West Virginia Energy Company, as amended (filed as Exhibit 3.41 to Massey’s Form S-4 filed February 9, 2004)
3.36	Bylaws of Central West Virginia Energy Company (filed as Exhibit 3.42 to Massey’s Form S-4 filed February 9, 2004)
3.37	Articles of Incorporation of Ceres Land Company (filed as Exhibit 3.43 to Massey’s Form S-4 filed February 9, 2004)
3.38	Bylaws of Ceres Land Company, as amended (filed as Exhibit 3.44 to Massey’s Form S-4 filed February 9, 2004)
3.39	Articles of Incorporation of Clear Fork Coal Company (formerly known as Shiprock Coal Co.), as amended (filed as Exhibit 3.45 to Massey’s Form S-4 filed February 9, 2004)
3.40	Bylaws of Clear Fork Coal Company (filed as Exhibit 3.46 to Massey’s Form S-4 filed February 9, 2004)
3.41	Articles of Incorporation of Crystal Fuels Company (filed as Exhibit 3.49 to Massey’s Form S-4 filed February 9, 2004)
3.42	Bylaws of Crystal Fuels Company, as amended (filed as Exhibit 3.50 to Massey’s Form S-4 filed February 9, 2004)
3.43	Articles of Incorporation of Dehue Coal Company (filed as Exhibit 3.51 to Massey’s Form S-4 filed February 9, 2004)
3.44	Bylaws of Dehue Coal Company, as amended (filed as Exhibit 3.52 to Massey’s Form S-4 filed February 9, 2004)
3.45	Articles of Incorporation of Delbarton Mining Company (filed as Exhibit 3.53 to Massey’s Form S-4 filed February 9, 2004)
3.46	Bylaws of Delbarton Mining Company, as amended (filed as Exhibit 3.46 to Massey’s Form S-4 filed January 31, 2006)
3.47	Articles of Incorporation of Demeter Land Company (filed as Exhibit 3.55 to Massey’s Form S-4 filed February 9, 2004)
3.48	Bylaws of Demeter Land Company, as amended (filed as Exhibit 3.56 to Massey’s Form S-4 filed February 9, 2004)
3.49	Articles of Incorporation of Douglas Pocahontas Coal Corporation (filed as Exhibit 3.57 to Massey’s Form S-4 filed February 9, 2004)
3.50	Bylaws of Douglas Pocahontas Coal Corporation, as amended (filed as Exhibit 3.58 to Massey’s Form S-4 filed February 9, 2004)
3.51	Certificate of Incorporation of DRIH Corporation (formerly known as Doe Run Investment Holding Corporation), as amended (filed as Exhibit 3.59 to Massey’s Form S-4 filed February 9, 2004)
3.52	Bylaws of DRIH Corporation, as amended (filed as Exhibit 3.60 to Massey’s Form S-4 filed February 9, 2004)

II-112

3.53	Articles of Incorporation of Duchess Coal Company (formerly known as Stability Coal Company), as amended (filed as Exhibit 3.61 to Massey’s Form S-4 filed February 9, 2004)
3.54	Bylaws of Duchess Coal Company, as amended (filed as Exhibit 3.62 to Massey’s Form S-4 filed February 9, 2004)
3.55	Articles of Incorporation of Duncan Fork Coal Company (formerly known as Pennsylvania Mine Services, Inc.), as amended (filed as Exhibit 3.63 to Massey’s Form S-4 filed February 9, 2004)
3.56	Bylaws of Duncan Fork Coal Company, as amended (filed as Exhibit 3.64 to Massey’s Form S-4 filed February 9, 2004)
3.57	Articles of Incorporation of Eagle Energy, Inc. (filed as Exhibit 3.65 to Massey’s Form S-4 filed February 9, 2004)
3.58	Bylaws of Eagle Energy, Inc., as amended (filed as Exhibit 3.66 to Massey’s Form S-4 filed February 9, 2004)
3.59	Articles of Incorporation of Elk Run Coal Company, Inc., as amended (filed as Exhibit 3.67 to Massey’s Form S-4 filed February 9, 2004)
3.60	Bylaws of Elk Run Coal Company, Inc., as amended (filed as Exhibit 3.60 to Massey’s Form S-4 filed January 31, 2006)
3.61	Articles of Incorporation of Feats Venture Capital Corp. (filed as Exhibit 3.69 to Massey’s Form S-4 filed February 9, 2004)
3.62	Bylaws of Feats Venture Capital Corp., as amended (filed as Exhibit 3.70 to Massey’s Form S-4 filed February 9, 2004)
3.63	Articles of Incorporation of Goals Coal Company (filed as Exhibit 3.73 to Massey’s Form S-4 filed February 9, 2004)
3.64	Bylaws of Goals Coal Company, as amended (filed as Exhibit 3.66 to Massey’s Form S-4 filed January 31, 2006)
3.65	Articles of Incorporation of Green Valley Coal Company (filed as Exhibit 3.75 to Massey’s Form S-4 filed February 9, 2004)
3.66	Bylaws of Green Valley Coal Company, as amended (filed as Exhibit 3.76 to Massey’s Form S-4 filed February 9, 2004)
3.67	Articles of Incorporation of Greyeagle Coal Company (filed as Exhibit 3.77 to Massey’s Form S-4 filed February 9, 2004)
3.68	Bylaws of Greyeagle Coal Company, as amended (filed as Exhibit 3.78 to Massey’s Form S-4 filed February 9, 2004)
3.69	Articles of Incorporation of Haden Farms, Inc. (filed as Exhibit 3.79 to Massey’s Form S-4 filed February 9, 2004)
3.70	Bylaws of Haden Farms, Inc. (filed as Exhibit 3.80 to Massey’s Form S-4 filed February 9, 2004)
3.71	Articles of Organization of Hanna Land Company, LLC (filed as Exhibit 3.81 to Massey’s Form S-4 filed February 9, 2004)
3.72	Limited Liability Company Agreement for Hanna Land Company, LLC (filed as Exhibit 3.82 to Massey’s Form S-4 filed February 9, 2004)
3.73	Articles of Incorporation of Hazy Ridge Coal Company (filed as Exhibit 3.83 to Massey’s Form S-4 filed February 9, 2004)
3.74	Bylaws of Hazy Ridge Coal Company (filed as Exhibit 3.84 to Massey’s Form S-4 filed February 9, 2004)
3.75	Articles of Incorporation of Highland Mining Company (formerly known as Progress Coal Company), as amended (filed as Exhibit 3.85 to Massey’s Form S-4 filed February 9, 2004)
3.76	Bylaws of Highland Mining Company, as amended (filed as Exhibit 3.86 to Massey’s Form S-4 filed February 9, 2004)
3.77	Articles of Incorporation of Hopkins Creek Coal Company (filed as Exhibit 3.87 to Massey’s Form S-4 filed February 9, 2004)
3.78	Bylaws of Hopkins Creek Coal Company, as amended (filed as Exhibit 3.88 to Massey’s Form S-4 filed February 9, 2004)
3.79	Articles of Incorporation of Independence Coal Company, Inc. (formerly known as Knight Mine Development Co.), as amended (filed as Exhibit 3.89.1 to Massey’s Form S-4 filed February 9, 2004)
3.80	Bylaws of Independence Coal Company, Inc., as amended (filed as Exhibit 3.82 to Massey’s Form S-4 filed January 31, 2006)

II-113

3.81	Articles of Incorporation of Jacks Branch Coal Company, as amended (filed as Exhibit 3.90 to Massey’s Form S-4 filed February 9, 2004)
3.82	Bylaws of Jacks Branch Coal Company (filed as Exhibit 3.91 to Massey’s Form S-4 filed February 9, 2004)
3.83	Articles of Incorporation of Joboner Coal Company, as amended (filed as Exhibit 3.92 to Massey’s Form S-4 filed February 9, 2004)
3.84	Bylaws of Joboner Coal Company (filed as Exhibit 3.93 to Massey’s Form S-4 filed February 9, 2004)
3.85	Articles of Incorporation of Kanawha Energy Company (filed as Exhibit 3.94 to Massey’s Form S-4 filed February 9, 2004)
3.86	Bylaws of Kanawha Energy Company, as amended (filed as Exhibit 3.95 to Massey’s Form S-4 filed February 9, 2004)
3.87	Articles of Incorporation of Knox Creek Coal Corporation (formerly known as United Coal Company), as amended (filed as Exhibit 3.96 to Massey’s Form S-4 filed February 9, 2004)
3.88	Amended Bylaws of Knox Creek Coal Corporation, as amended (filed as Exhibit 3.97 to Massey’s Form S-4 filed February 9, 2004)
3.89	Articles of Incorporation of Lauren Land Company, as amended (filed as Exhibit 3.98 to Massey’s Form S-4 filed February 9, 2004)
3.90	Bylaws of Lauren Land Company, as amended (filed as Exhibit 3.99 to Massey’s Form S-4 filed February 9, 2004)
3.91	Agreement of Incorporation of Laxare, Inc. (filed as Exhibit 3.100 to Massey’s Form S-4 filed February 9, 2004)
3.92	Bylaws of Laxare, Inc., as amended (filed as Exhibit 3.101 to Massey’s Form S-4 filed February 9, 2004)
3.93	Articles of Incorporation of Logan County Mine Services, Inc. (filed as Exhibit 3.104 to Massey’s Form S-4 filed February 9, 2004)
3.94	Bylaws of Logan County Mine Services, Inc., as amended (filed as Exhibit 3.96 to Massey’s Form S-4 filed January 31, 2006)
3.95	Articles of Incorporation of Long Fork Coal Company (filed as Exhibit 3.106 to Massey’s Form S-4 filed February 9, 2004)
3.96	Bylaws of Long Fork Coal Company, as amended (filed as Exhibit 3.107 to Massey’s Form S-4 filed February 9, 2004)
3.97	Articles of Incorporation of Lynn Branch Coal Company, Inc. (filed as Exhibit 3.108 to Massey’s Form S-4 filed February 9, 2004)
3.98	Bylaws of Lynn Branch Coal Company, Inc., as amended (filed as Exhibit 3.109 to Massey’s Form S-4 filed February 9, 2004)
3.99	Articles of Incorporation of Majestic Mining, Inc. (formerly known as Majestic Contractors, Inc.), as amended (filed as Exhibit 3.110 to Massey’s Form S-4 filed February 9, 2004)
3.100	Restated Bylaws of Majestic Mining, Inc., as amended (filed as Exhibit 3.111 to Massey’s Form S-4 filed February 9, 2004)
3.101	Articles of Incorporation of Marfork Coal Company, Inc. (filed as Exhibit 3.112 to Massey’s Form S-4 filed February 9, 2004)
3.102	Bylaws of Marfork Coal Company, Inc. (filed as Exhibit 3.104 to Massey’s Form S-4 filed January 31, 2006)
3.103	Articles of Incorporation of Martin County Coal Corporation, as amended (filed as Exhibit 3.114 to Massey’s Form S-4 filed February 9, 2004)
3.104	Bylaws of Martin County Coal Corporation, as amended (filed as Exhibit 3.106 to Massey’s Form S-4 filed January 31, 2006)
3.105	Articles of Incorporation of Massey Coal Sales Company, Inc. (filed as Exhibit 3.116 to Massey’s Form S-4 filed February 9, 2004)
3.106	Bylaws of Massey Coal Sales Company, Inc., as amended (filed as Exhibit 3.117 to Massey’s Form S-4 filed February 9, 2004)
3.107	Articles of Incorporation of Massey Coal Services, Inc., as amended
3.108	Bylaws of Massey Coal Services, Inc., as amended
3.109	Articles of Incorporation of Massey Gas & Oil Company (filed as Exhibit 3.120 to Massey’s Form S-4 filed February 9, 2004)

II-114

3.110	Bylaws of Massey Gas & Oil Company (filed as Exhibit 3.121 to Massey’s Form S-4 filed February 9, 2004)
3.111	Articles of Incorporation of Massey Technology Investments, Inc. (formerly known as Massey Consulting Services, Inc.), as amended (filed as Exhibit 3.124 to Massey’s Form S-4 filed February 9, 2004)
3.112	Bylaws of Massey Technology Investments, Inc., as amended (filed as Exhibit 3.125 to Massey’s Form S-4 filed February 9, 2004)
3.113	Articles of Incorporation of New Market Land Company (filed as Exhibit 3.130 to Massey’s Form S-4 filed February 9, 2004)
3.114	Bylaws of New Market Land Company, as amended (filed as Exhibit 3.131 to Massey’s Form S-4 filed February 9, 2004)
3.115	Articles of Incorporation of New Ridge Mining Company (filed as Exhibit 3.134 to Massey’s Form S-4 filed February 9, 2004)
3.116	Bylaws of New Ridge Mining Company, as amended (filed as Exhibit 3.135 to Massey’s Form S-4 filed February 9, 2004)
3.117	Articles of Incorporation of New River Energy Corporation (formerly known as Federal Development Corporation), as amended (filed as Exhibit 3.136 to Massey’s Form S-4 filed February 9, 2004)
3.118	Bylaws of New River Energy Corporation, as amended (filed as Exhibit 3.137 to Massey’s Form S-4 filed February 9, 2004)
3.119	Articles of Incorporation of Nicco Corporation (filed as Exhibit 3.138 to Massey’s Form S-4 filed February 9, 2004)
3.120	Bylaws of Nicco Corporation, as amended (filed as Exhibit 3.139 to Massey’s Form S-4 filed February 9, 2004)
3.121	Articles of Incorporation of Nicholas Energy Company (filed as Exhibit 3.140 to Massey’s Form S-4 filed February 9, 2004)
3.122	Bylaws of Nicholas Energy Company, as amended (filed as Exhibit 3.124 to Massey’s Form S-4 filed January 31, 2006)
3.123	Agreement of Incorporation of Omar Mining Company (filed as Exhibit 3.142 to Massey’s Form S-4 filed February 9, 2004)
3.124	Restated Bylaws of Omar Mining Company, as amended (filed as Exhibit 3.126 to Massey’s Form S-4 filed January 31, 2006)
3.125	Agreement of Incorporation of Peerless Eagle Coal Co. (filed as Exhibit 3.144 to Massey’s Form S-4 filed February 9, 2004)
3.126	Restated Bylaws of Peerless Eagle Coal Co., as amended (filed as Exhibit 3.145 to Massey’s Form S-4 filed February 9, 2004)
3.127	Articles of Incorporation of Performance Coal Company (filed as Exhibit 3.146 to Massey’s Form S-4 filed February 9, 2004)
3.128	Bylaws of Performance Coal Company, as amended (filed as Exhibit 3.130 to Massey’s Form S-4 filed January 31, 2006)
3.129	Articles of Incorporation of Peter Cave Mining Company (filed as Exhibit 3.148 to Massey’s Form S-4 filed February 9, 2004)
3.130	Bylaws of Peter Cave Mining Company, as amended (filed as Exhibit 3.149 to Massey’s Form S-4 filed February 9, 2004)
3.131	Articles of Incorporation of Pilgrim Mining Company, Inc. (filed as Exhibit 3.150 to Massey’s Form S-4 filed February 9, 2004)
3.132	Bylaws of Pilgrim Mining Company, Inc., as amended (filed as Exhibit 3.151 to Massey’s Form S-4 filed February 9, 2004)
3.133	Articles of Incorporation of Power Mountain Coal Company (filed as Exhibit 3.152 to Massey’s Form S-4 filed February 9, 2004)
3.134	Bylaws of Power Mountain Coal Company, as amended (filed as Exhibit 3.136 to Massey’s Form S-4 filed January 31, 2006)
3.135	Articles of Incorporation of Raven Resources, Inc. (filed as Exhibit 3.156 to Massey’s Form S-4 filed February 9, 2004)
3.136	Bylaws of Raven Resources, Inc. (filed as Exhibit 3.157 to Massey’s Form S-4 filed February 9, 2004)

II-115

3.137	Articles of Incorporation of Rawl Sales & Processing, Co., as amended (filed as Exhibit 3.158 to Massey’s Form S-4 filed February 9, 2004)
3.138	Restated Bylaws of Rawl Sales & Processing, Co., as amended (filed as Exhibit 3.140 to Massey’s Form S-4 filed January 31, 2006)
3.139	Articles of Incorporation of Road Fork Development Company, Inc. (filed as Exhibit 3.162 to Massey’s Form S-4 filed February 9, 2004)
3.140	Bylaws of Road Fork Development Company, Inc., as amended (filed as Exhibit 3.163 to Massey’s Form S-4 filed February 9, 2004)
3.141	Agreement of Incorporation of Robinson-Phillips Coal Company, as amended (filed as Exhibit 3.164 to Massey’s Form S-4 filed February 9, 2004)
3.142	Restated Bylaws of Robinson-Phillips Coal Company, as amended (filed as Exhibit 3.165 to Massey’s Form S-4 filed February 9, 2004)
3.143	Articles of Incorporation of Rum Creek Coal Sales, Inc. (filed as Exhibit 3.168 to Massey’s Form S-4 filed February 9, 2004)
3.144	Bylaws of Rum Creek Coal Sales, Inc., as amended (filed as Exhibit 3.169 to Massey’s Form S-4 filed February 9, 2004)
3.145	Agreement of Incorporation of Russell Fork Coal Company, as amended (filed as Exhibit 3.172 to Massey’s Form S-4 filed February 9, 2004)
3.146	Restated Bylaws of Russell Fork Coal Company, as amended (filed as Exhibit 3.173 to Massey’s Form S-4 filed February 9, 2004)
3.147	Articles of Incorporation of Scarlet Development Company (formerly known as Hillsboro Coal Company), as amended (filed as Exhibit 3.176 to Massey’s Form S-4 filed February 9, 2004)
3.148	Bylaws of Scarlet Development Company, as amended (filed as Exhibit 3.177 to Massey’s Form S-4 filed February 9, 2004)
3.149	Certificate of Incorporation of SC Coal Corporation, as amended (filed as Exhibit 3.174 to Massey’s Form S-4 filed February 9, 2004)
3.150	Bylaws of SC Coal Corporation, as amended (filed as Exhibit 3.175 to Massey’s Form S-4 filed February 9, 2004)
3.151	Articles of Incorporation of Shannon-Pocahontas Coal Corporation (formerly known as Vera Mining Company), as amended (filed as Exhibit 3.178 to Massey’s Form S-4 filed February 9, 2004)
3.152	Restated Bylaws of Shannon-Pocahontas Coal Corporation, as amended (filed as Exhibit 3.179 to Massey’s Form S-4 filed February 9, 2004)
3.153	Amended and Restated Partnership Agreement of Shannon-Pocahontas Mining Company (filed as Exhibit 3.220 to Massey’s Form S-4 filed February 9, 2004)
3.154	Articles of Incorporation of Shenandoah Capital Management Corp. (filed as Exhibit 3.180 to Massey’s Form S-4 filed February 9, 2004)
3.155	Bylaws of Shenandoah Capital Management Corp. (filed as Exhibit 3.181 to Massey’s Form S-4 filed February 9, 2004)
3.156	Articles of Incorporation of Sidney Coal Company, Inc., as amended (filed as Exhibit 3.182 to Massey’s Form S-4 filed February 9, 2004)
3.157	Bylaws of Sidney Coal Company, Inc. (filed as Exhibit 3.158 to Massey’s Form S-4 filed January 31, 2006)
3.158	Articles of Incorporation of Spartan Mining Company (filed as Exhibit 3.184 to Massey’s Form S-4 filed February 9, 2004)
3.159	Bylaws of Spartan Mining Company (filed as Exhibit 3.160 to Massey’s Form S-4 filed January 31, 2006)
3.160	Articles of Incorporation of St. Alban’s Capital Management Corp. (filed as Exhibit 3.188 to Massey’s Form S-4 filed February 9, 2004)
3.161	Bylaws of St. Alban’s Capital Management Corp., as amended (filed as Exhibit 3.189 to Massey’s Form S-4 filed February 9, 2004)
3.162	Articles of Incorporation of Stirrat Coal Company (filed as Exhibit 3.190 to Massey’s Form S-4 filed February 9, 2004)
3.163	Bylaws of Stirrat Coal Company (filed as Exhibit 3.191 to Massey’s Form S-4 filed February 9, 2004)

II-116

3.164	Articles of Incorporation of Stone Mining Company (filed as Exhibit 3.192 to Massey’s Form S-4 filed February 9, 2004)
3.165	Bylaws of Stone Mining Company, as amended (filed as Exhibit 3.193 to Massey’s Form S-4 filed February 9, 2004)
3.166	Articles of Incorporation of Support Mining Company (formerly known as Stability Coal Company), as amended (filed as Exhibit 3.196 to Massey’s Form S-4 filed February 9, 2004)
3.167	Bylaws of Support Mining Company, as amended (filed as Exhibit 3.197 to Massey’s Form S-4 filed February 9, 2004)
3.168	Articles of Incorporation of Sycamore Fuels, Inc. (filed as Exhibit 3.198 to Massey’s Form S-4 filed February 9, 2004)
3.169	Bylaws of Sycamore Fuels, Inc., as amended (filed as Exhibit 3.199 to Massey’s Form S-4 filed February 9, 2004)
3.170	Articles of Incorporation of Talon Loadout Company, as amended (filed as Exhibit 3.171 to Massey’s Form S-4/A filed April 19, 2006)
3.171	Restated Bylaws of Talon Loadout Company (filed as Exhibit 3.172 to Massey’s Form S-4/A filed April 19, 2006)
3.172	Articles of Incorporation of T.C.H. Coal Co. (filed as Exhibit 3.200 to Massey’s Form S-4 filed February 9, 2004)
3.173	Bylaws of T.C.H. Coal Co., as amended (filed as Exhibit 3.201 to Massey’s Form S-4 filed February 9, 2004)
3.174	Articles of Incorporation of Tennessee Consolidated Coal Company (formerly known as Grundy Mining Company), as amended (filed as Exhibit 3.202 to Massey’s Form S-4 filed February 9, 2004)
3.175	Bylaws of Tennessee Consolidated Coal Company, as amended (filed as Exhibit 3.203 to Massey’s Form S-4 filed February 9, 2004)
3.176	Articles of Incorporation of Tennessee Energy Corp. (formerly Walnut Coal Company, Inc.) (filed as Exhibit 3.204 to Massey’s Form S-4 filed February 9, 2004)
3.177	Bylaws of Tennessee Energy Corp., as amended (filed as Exhibit 3.205 to Massey’s Form S-4 filed February 9, 2004)
3.178	Articles of Incorporation of Thunder Mining Company (filed as Exhibit 3.206 to Massey’s Form S-4 filed February 9, 2004)
3.179	Bylaws of Thunder Mining Company (filed as Exhibit 3.207 to Massey’s Form S-4 filed February 9, 2004)
3.180	Articles of Incorporation of Town Creek Coal Company (filed as Exhibit 3.208 to Massey’s Form S-4 filed February 9, 2004)
3.181	Bylaws of Town Creek Coal Company, as amended (filed as Exhibit 3.209 to Massey’s Form S-4 filed February 9, 2004)
3.182	Articles of Incorporation of Trace Creek Coal Company (formerly known as Vesta Mining Company), as amended (filed as Exhibit 3.210 to Massey’s Form S-4 filed February 9, 2004)
3.183	Bylaws of Trace Creek Coal Company, as amended (filed as Exhibit 3.211 to Massey’s Form S-4 filed February 9, 2004)
3.184	Articles of Organization of Tucson Limited Liability Company (filed as Exhibit 3.183 to Massey’s Form S-4 filed January 31, 2006)
3.185	Operating Agreement of Tucson Limited Liability Company (filed as Exhibit 3.184 to Massey’s Form S-4 filed January 31, 2006)
3.186	Articles of Incorporation of Vantage Mining Company, as amended (filed as Exhibit 3.212 to Massey’s Form S-4 filed February 9, 2004)
3.187	Bylaws of Vantage Mining Company, as amended (filed as Exhibit 3.213 to Massey’s Form S-4 filed February 9, 2004)
3.188	Articles of Incorporation of White Buck Coal Company (filed as Exhibit 3.214 to Massey’s Form S-4 filed February 9, 2004)
3.189	Bylaws of White Buck Coal Company, as amended (filed as Exhibit 3.215 to Massey’s Form S-4 filed February 9, 2004)
3.190	Articles of Incorporation of Williams Mountain Coal Company (filed as Exhibit 3.216 to Massey’s Form S-4 filed February 9, 2004)

II-117

3.191	Bylaws of Williams Mountain Coal Company, as amended (filed as Exhibit 3.217 to Massey’s Form S-4 filed February 9, 2004)
3.192	Articles of Incorporation of Wyomac Coal Company, Inc., as amended (filed as Exhibit 3.218 to Massey’s Form S-4 filed February 9, 2004)
3.193	Bylaws of Wyomac Coal Company, Inc., as amended (filed as Exhibit 3.219 to Massey’s Form S-4 filed February 9, 2004)
4.1	Form of Indenture, by and among Massey Energy Company, subsidiaries of Massey Energy Company, as Guarantors, and Wilmington Trust Company, as Trustee
4.2	Form of Debt Security and Guarantee (included in Exhibit 4.1)
4.3	Form of Certificate of Massey Energy Company Common Stock
4.4	Form of Certificate of Designation of Preferred Stock*
4.5	Form of Certificate of Massey Energy Company Preferred Stock*
4.6	Form of Warrant Agreement*
4.7	Form of Warrant Certificate*
5.1	Opinion of Troutman Sanders LLP
12.1	Computation of Ratio of Earnings to Fixed Charges
23.1	Consent of Ernst & Young LLP, independent registered public accounting firm
23.2	Consent of Troutman Sanders LLP (included in Exhibit 5.1)
24.1	Power of Attorney of Certain Directors and Officers of Registrant (set forth on the signature pages to this Registration Statement)
25.1	Form T-1 Statement of Eligibility of the Trustee under the Indenture

* to be filed by post-effective amendment or as an exhibit to a Current Report on Form 8-K and incorporated herein by reference

II-118

EX-3.107

Exhibit 3.107

ARTICLES OF INCORPORATION

OF

MASSEY COAL SERVICES, INC.

Pursuant to Section 27, Article 1. Chapter 31 of the Code of West Virginia, the undersigned incorporator hereby adopts the following Articles of Incorporation, filed in duplicate.

I.

The name of the Corporation is Massey Coal Services, Inc.

II.

The period of duration of the Corporation is perpetual.

III.

The address of the principal office of the Corporation is P.O. Box 338, Madison (Boone County), West Virginia 25130; the name and address of the appointed person to whom notice or process shall be sent is Massey Coal Services, Inc., c/o Mr. C. R. Holbrook, Madison, West Virginia 25130.

IV.

The purposes of the Corporation are as follows:

1. To acquire, purchase, lease, option, own, sell and mortgage coal lands, or supposed coal lands or minerals estates; to buy and sell real estate; to prospect for coal, and mine and process coal and other minerals and mineral products and generally to buy, sell, handle, and deal in the market in coal of all kinds; to purchase, acquire and contract for machinery, buildings, vehicles and equipment for mining and marketing coal; to construct and operate railways and tramways for mining and moving coal; and to provide managerial and engineering services in regard to the mining and processing of coal to coal mine operators.

2. To have and to exercise all the powers now or hereafter conferred by the laws of West Virginia upon corporations organized pursuant to the laws thereof and any amendments and supplements thereto.

V.

The amount of the total authorized capital stock of the Corporation shall be $5,000.00, which shall be divided into five thousand (5,000) shares of the par value of One Dollar ($1.00) each.

VI.

The name and address of the incorporator is as follows:

Charles Q. Cage

1500 One Valley Square

Charleston, West Virginia 25301

There shall be three Directors constituting the initial Board of Directors of the Corporation, and the names and addresses of those persons who are to serve until the first annual meeting of the shareholders of the Corporation or until their successors are duly elected and qualify, are as fo11ows:

E. Morgan Massey	Partridge Hill
	Route 2, River Road
	Richmond, Virginia 23233
James B. Crawford	12 Buck Branch Drive
	Richmond, Virginia 23233
Wm. Blair Massey	8904 Highfield Road
	Richmond, Virginia 23229

The undersigned, for the purpose of forming a corporation under the laws of West Virginia, does make and file these Articles of Incorporation, and accordingly, has hereunto set his hand this 28th day of August, 1978.

	/s/ Charles Q. Gage
Articles of Incorporation	Charles Q. Gage
prepared by:

Charles Q. Gage

1500 One Valley Square

Charleston, West Virginia 25301

STATE OF WEST VIRGINIA

COUNTY OF KANAWHA, TO-WIT:

I, William F. Dobbs, Jr, a Notary Public, in and for the County and State aforesaid, hereby certify that Charles Q. Gage,

whose name is signed to the foregoing Articles of Incorporation, bearing date of August 28, 1978, this day personally appeared before me in such County and acknowledged his signature to be the same.

Given under my hand and the official seal this 28^th day of August, 1978.

Notary Public

My Commission expires on September 20, 1983.

(AFFIX NOTARIAL SEAL)

I, Betty Ireland, Secretary of State of the

State of West Virginia, hereby certify that

Articles of Amendment to the Articles of Incorporation of

MASSEY COAL SERVICES, INC.

are filed in my office as required by the provisions of West Virginia Code are found to conform to law. Therefore, I issue this

CERTIFICATE OF AMENDMENT TO THE

ARTICLES OF INCORPORATION

	Given under my hand and the
	Great Seal of the State of
	West Virginia on this day of
	June 24, 2008
	Secretary of State

MASSEY COAL SERVICES, INC.   ARTICLES OF AMENDMENT AMENDING ARTICLES OF INCORPORATION

1. The name of the Corporation is Massey Coal Services, Inc.

2. The amendment adopted is to add Article VII to the Corporation’s Articles of Incorporation as follows:

“VII.

1. The Corporation shall indemnify each member of the Board and each officer of the Corporation now or hereafter serving as such, who was, is or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative (including an action by, or in the right of, the Corporation), by reason of the fact that he is or was a Board member, officer, or agent of the Corporation or is or was serving at the request of the Corporation as a Board member, officer, or agent of another corporation, partnership, joint venture, trust or other enterprise.

2. Said indemnification shall be against expenses (including attorney’s fees), judgments, fines, amounts paid in settlement actually and reasonably incurred by the aforementioned individuals in connection with such action, suit or proceeding, including any appeal thereof, if they acted in good faith and in a manner reasonably believed to be in, or not opposed to, the best interest of the Corporation.

3. No indemnification shall be made in respect to any claim, issue, or matter as to which such person shall have been adjudged in such action, suit or proceeding to be liable for gross negligence or willful misconduct in the performance of his duties to the Corporation, except to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability and in view of all the circumstances of the cases, such person is fairly and reasonably entitled to indemnity for such expenses that such court shall deem proper. Indemnity with respect to any criminal action or proceeding will be provided only when the Board member or officer has no reasonable cause to believe his act was unlawful.

4. The amount paid to any Board member, officer or agent of the Corporation by way of indemnification shall not exceed the actual, reasonable and necessary expenses incurred in connection with the matter involved. The foregoing right of indemnification shall be in addition to but not exclusive of, any other right to which such Board member, or officer of the Corporation may otherwise be entitled by law.”

3. Such amendment was adopted by written consent of the sole stockholder of the Corporation on June 10, 2008.

1

Dated June 10, 2008.

MASSEY COAL SERVICES, INC.
By:	/s/ Mark A. Clemens
	Mark A. Clemens
	President

2

EX-3.108

Exhibit 3.108

BY-LAWS

OF

MASSEY COAL SERVICES, INC.

ARTICLE I.

Vote of Stockholder.

1.1 Written Agreement. Whenever a vote of the Stockholder is required or permitted to be taken in connection with any corporate action, the vote shall be dispensed with upon the Stockholder’s agreeing in writing to such corporate action being taken.

1.2 Agreement in Lieu of Annual Meeting. In lieu of an annual meeting for the election of Directors and transaction of other appropriate business, an agreement pursuant to Section 1.1 above shall be executed each year by the Stockholder as of the last Wednesday in May if that day is not a legal holiday. If it is, then such agreement shall be executed as of the next succeeding day not a legal holiday.

ARTICLE II.

Directors.

2.1 General Powers. The property, affairs and business of the Corporation shall be managed by the Board of Directors, and, except as otherwise expressly provided by law, the Articles of Incorporation or these By-Laws, all the powers of the Corporation shall be vested in such Board.

2.2 Number of Directors. The number of Directors of the Corporation shall be three.

2.3 Election and Removal of Directors; Quorum.

(a) Directors shall be elected annually by the Stockholder to succeed those Directors whose terms have expired and to fill any vacancies then existing.

(b) Directors shall hold their offices for terms of one year and until their successors are elected and qualified. Any Director may be removed from office by a vote of the Stockholder.

(c) Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of the majority of the remaining Directors though less than a quorum of the Board, and the term of office of any Director so elected shall expire on the date fixed for the expiration of the term of office of the Director to which such Director was so elected.

(d) A majority of the number of Directors elected and serving at the time of any meeting shall constitute a quorum for the transaction of business. The act of a majority of Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. Less than a quorum may adjourn any meeting.

2.4 Meetings of Directors.

(a) Meetings of the Board of Directors shall be held at such places within or without the State of West Virginia as the Board may designate.

(b) An annual meeting of the Board of Directors shall be held in each year on the last Wednesday in May (beginning in 1979 at 12:10 p.m., if that day is not a legal holiday. If it is, the meeting shall be held on the next succeeding day not a legal holiday.

–2–

Other meetings of the Board of Directors shall be held at times fixed by resolution of the Board, or upon call of the President or any two of the Directors.

(c) The Secretary or officer performing the Secretary’s duties shall give not less than twenty-four hours’ notice by letter, telegraph or telephone (or in person) of all meetings of the Board of Directors, provided that notice need not be given of the annual meeting or of regular meetings held at times and places fixed by resolution of the Board. Meetings may be held at any time without notice if all the Directors are present and no Director is attending for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened, or if those not present waive notice in writing either before or after the meeting. The notice of meetings of the Board need not state the purpose of the meeting except as otherwise required by law.

2.5 Compensation. By resolution of the Board, Directors may be allowed a fee and expenses for their attendance at all meetings but nothing herein shall preclude Directors from serving the Corporation in other capacities and receiving compensation for such other services.

2.6 Committees.

(a) The Board of Directors, by resolution duly adopted, may establish an Executive Committee, a Finance Committee, and such other standing or special committees of the Board as it may deem advisable; and the members, terms and authority of such committees shall be as set forth in the resolutions establishing the same.

–3–

(b) Regular and special meetings of any Committee established pursuant to this Article may be called and held subject to the same requirements with respect to time, place and notice as are specified in these By-Laws for regular and special meetings of the Board of Directors.

(c) A majority of the members of any Committee serving at the time of any meeting thereof shall constitute a quorum for the transaction of business at such meeting. The action of a majority of those members present at a Committee meeting at which a quorum is present shall constitute the act of the Committee.

2.7 Written Consent. Any action required or permitted to be taken at a meeting of Directors may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all the Directors.

ARTICLE III.

Officers.

3.1 Election of Officers; Terms. The officers of the Corporation shall consist of a President, a Secretary and a Treasurer. Other officers, including a Chairman of the Board, one or more Vice-Presidents (whose seniority and titles, including Executive Vice-Presidents and Senior Vice-Presidents, may be specified by the Board of Directors), and assistant and subordinate officers, may from time to time be elected by the Board of Directors. All officers shall hold office until the next annual meeting of the Board of Directors and until their successors are elected. The President shall be chosen from among the Directors. Any two officers may be combined in the same person as the Board of Directors may determine, except that the President and Secretary may not be the same person.

–4–

3.2 Removal of Officers; Vacancies. Any officer of the corporation may be removed by the Board of Directors whenever in its judgment the best interests of the Corporation will be served thereby. Vacancies may be filled by the Board of Directors.

3.3 Duties. The officers of the Corporation shall have such duties as generally pertain to their offices, respectively, as well as such powers and duties as are prescribed by law or are herein provided or as from time to time shall be conferred by the Board of Directors. The Board of Directors may require any officer to give such bond for the faithful performance of his duties as the Board may see fit.

ARTICLE IV.

Capital Stock.

4.1 Certificates. The shares of capital stock of the Corporation shall be evidenced by certificates in forms prescribed by the Board of Directors and executed in any manner permitted by law and stating thereon the information required by law.

4.2 Lost, Destroyed and Mutilated Certificates. Holders of the stock of the Corporation shall immediately notify the Corporation of any loss, destruction or mutilation of the certificate therefor, and the Board of Directors may in its discretion cause one or more new certificates for the same number of shares in the aggregate to be issued to such stockholder upon the surrender of the mutilated certificate or upon satisfactory proof of such loss or destruction, and the deposit of a bond in such form and amount and with such surety as the Board of Directors may require.

–5–

4.3 Transfer of Stock. The stock of the Corporation shall be transferable or assignable only on the books of the Corporation by the holders in person or by attorney on surrender of the certificate for such shares duly endorsed and, if sought to be transferred by attorney, accompanies by a written power of attorney to have the same transferred on the books of the Corporation. The Corporation will recognize, however, the exclusive right of the person registered on its books as the owner of shares to receive dividends and to vote as such owner.

ARTICLE V.

Miscellaneous Provisions.

5.1 Seal. The seal of the Corporation shall consist of a flat-faced circular die, of which there may be any number of counterparts, on which there shall be engraved the word “Seal” and the name of the Corporation.

5.2 Fiscal Year. The fiscal year of the Corporation shall be the calendar year unless changed by resolution of the Board.

5.3 Checks, Notes and Drafts. Checks, notes, drafts and other orders for the payment or money shall be signed by such persons as the Board of Directors from time to time may authorize. When the Board of Directors so authorizes, however, the signature of any such person may be a facsimile.

5.4 Amendment of By-Laws. The Board of Directors may alter, amend or repeal these By-Laws or adopt new by-laws, subject to repeal or change by action of the Stockholder.

5.5 Voting of Stock Held. Unless otherwise provided by resolution of the Board of Directors, the President may from time to time appoint an attorney or attorneys or agent or agents of this

–6–

Corporation, in the name and on behalf of this Corporation, to cast the vote which this Corporation may be entitled to cast as a Stockholder or otherwise in any other corporation, any of whose stock or securities may be held by this Corporation, at meetings of the holders of the stock or other securities of such other corporation, or to consent in writing to any action by any such other corporation; and the President shall instruct the person or persons so appointed as to the manner of casting such votes or giving such consent and may execute or cause to be executed on behalf of this Corporation, and under its corporate seal or otherwise, such written proxies, consents, waivers or other instruments as may be necessary or proper in the premises. In lieu of such appointment, the President may himself attend any meetings of the holders of stock or other securities of any such other corporation and there vote or exercise any or all power of this Corporation as the holder of such stock or other securities of such other corporation.

Dated: August 31, 1978

–7–

MASSEY COAL SERVICES, INC.

CONSENT OF DIRECTORS IN LIEU OF SPECIAL MEETING

OCTOBER 9, 1987

The undersigned, being all the Directors of Massey Coal Services, Inc. (the Corporation), and acting pursuant to Section 31-1-73 of the Code of West Virginia in lieu of holding a special meeting, hereby agree to the adoption of the following resolution as of the above date:

RESOLVED, that the By-laws of the Corporation are hereby amended so as to change the fiscal year of the Corporation from the calendar year, to November 1 through October 31, to be effective with the year ending October 31, 1987.

/s/ E. Morgan Massey

E. Morgan Massey

/s/ Paul S. Barbery

Paul S. Barbery

/s/ Wm. Blair Massey

Wm. Blair Massey

MASSEY COAL SERVICES. INC.

CONSENT OF DIRECTORS IN LIEU OF SPECIAL MEETING

AUGUST 26, 1996

The undersigned, being all the Directors of Massey Coal Services, Inc. (the Corporation), and acting pursuant to Section 31-1-73 of the Code of West Virginia in lieu of holding a special meeting, hereby agree to the adoption of the following resolution as of the above date:

RESOLVED that Article III Section 9 of the By-Laws of the Corporation is hereby amended and restated in its entirety to read as follows:

(a) If a vacancy occurs on the Board of Directors, including a vacancy resulting from an increase in the number of directors:

(1) the shareholder may fill the vacancy;

(2) the board of directors may fill the vacancy; or

(3) if the directors remaining in office constitute fewer than a quorum of the board, they may fill the vacancy by the affirmative vote of a majority of all the directors remaining in office.

(b) If the vacant office was held by a director elected by a voting group of shareholders, only the holders of shares of that voting group are entitled to vote to fill the vacancy if it is filled by the shareholders.

(c) A vacancy that will occur at a specific later date (by reason of a resignation effective at a later date under section 807(b) of the Model Business Corporation Act [1984] or otherwise) may be filled before the vacancy occurs but the new director may not take office until the vacancy occurs.

/s/ H. Drexel Short	/s/ Don L. Blankenship
H. Drexel Short	Don L. Blankenship
/s/ Stanley C. Suboleski
Stanley C. Suboleski

MASSEY COAL SERVICES, INC.

CONSENT OF DIRECTORS IN LIEU OF SPECIAL MEETING

OCTOBER 29, 2001

The undersigned, being all the Directors of Massey Coal Services, Inc. (the “Corporation”), and acting pursuant to Section 31-1-73 of the Code of West Virginia in lieu of holding a special meeting, hereby agree to the adoption of the following resolution as of the above date:

RESOLVED that the By-laws of the Corporation are hereby amended so as to change the fiscal year of the Corporation from November 1 through October 31 to a calendar year (January 1 through December 31) to be effective as of January 1, 2002.

/s/ Don L. Blankenship

Don L. Blankenship

/s/ Bennett K. Hatfield

Bennett K. Hatfield

/s/ H. Drexel Short

H. Drexel Short

EX-4.1

Exhibit 4.1

MASSEY ENERGY COMPANY

and

the Guarantors party hereto

Form of Indenture

Dated as of August [•], 2008

Wilmington Trust Company,

Trustee

TABLE OF CONTENTS

			Page
ARTICLE ONE Definitions and Other Provisions of General Application			2
	Section 101.	Definitions	2
	Section 102.	Compliance Certificates and Opinions	8
	Section 103.	Form of Documents Delivered to Trustee	9
	Section 104.	Acts of Holders; Record Dates	10
	Section 105.	Notices, Etc., to Trustee and Company	11
	Section 106.	Notice to Holders; Waiver	12
	Section 107.	Conflict with Trust Indenture Act	12
	Section 108.	Effect of Headings and Table of Contents	12
	Section 109.	Successors and Assigns	12
	Section 110.	Separability Clause	12
	Section 111.	Benefits of Indenture	12
	Section 112.	Governing Law	13
	Section 113.	Legal Holidays	13
	Section 114.	Counterparts	13
ARTICLE TWO Security Forms Section			13
	Section 201.	Forms Generally	13
	Section 202.	Form of Face of Security	13
	Section 203.	Form of Reverse of Security	16
	Section 204.	Form of Legend for Global Securities	19
	Section 205.	Form of Trustee’s Certificate of Authentication	19
ARTICLE THREE The Securities			19
	Section 301.	Amount Unlimited; Issuable in Series	19
	Section 302.	Denominations	22
	Section 303.	Execution, Authentication, Delivery and Dating	22
	Section 304.	Temporary Securities	24
	Section 305.	Registration; Registration of Transfer and Exchange	24
	Section 306.	Mutilated, Destroyed, Lost and Stolen Securities	26
	Section 307.	Payment of Interest; Interest Rights Preserved	26
	Section 308.	Persons Deemed Owners	27
	Section 309.	Cancellation	27
	Section 310.	Computation of Interest	28
	Section 311.	CUSIP Numbers	28
ARTICLE FOUR Satisfaction and Discharge			28
	Section 401.	Satisfaction and Discharge of Indenture	28
	Section 402.	Application of Trust Money	29
ARTICLE FIVE Remedies Section			29
	Section 501.	Events of Default	29

i

			Page
	Section 502.	Acceleration of Maturity; Rescission and Annulment	31
	Section 503.	Collection of Indebtedness and Suits for Enforcement by Trustee	32
	Section 504.	Trustee May File Proofs of Claim	32
	Section 505.	Trustee May Enforce Claims Without Possession of Securities	33
	Section 506.	Application of Money Collected	33
	Section 507.	Limitation on Suits	33
	Section 508.	Unconditional Right of Holders to Receive Principal, Premium and Interest	34
	Section 509.	Restoration of Rights and Remedies	34
	Section 510.	Rights and Remedies Cumulative	34
	Section 511.	Delay or Omission Not Waiver	34
	Section 512.	Control by Holders	35
	Section 513.	Waiver of Past Defaults	35
	Section 514.	Undertaking for Costs	35
	Section 515.	Waiver of Stay or Extension Laws	36
ARTICLE SIX The Trustee			36
	Section 601.	Certain Duties and Responsibilities	36
	Section 602.	Notice of Defaults	36
	Section 603.	Certain Rights of Trustee	36
	Section 604.	Not Responsible for Recitals or Issuance of Securities	37
	Section 605.	May Hold Securities	37
	Section 606.	Money Held in Trust	38
	Section 607.	Compensation and Reimbursement	38
	Section 608.	Conflicting Interests	39
	Section 609.	Corporate Trustee Required; Eligibility	39
	Section 610.	Resignation and Removal; Appointment of Successor	39
	Section 611.	Acceptance of Appointment by Successor	40
	Section 612.	Merger, Conversion, Consolidation or Succession to Business	41
	Section 613.	Preferential Collection of Claims Against Company	41
	Section 614.	Appointment of Authenticating Agent	41
ARTICLE SEVEN Holders’ Lists and Reports by Trustee and Company			43
	Section 701.	Company to Furnish Trustee Names and Addresses of Holders	43
	Section 702.	Preservation of Information; Communications to Holders	43
	Section 703.	Reports by Trustee	43
	Section 704.	Reports by Company	44
ARTICLE EIGHT Consolidation, Merger, Conveyance or Transfer			44
	Section 801.	Company May Consolidate, Etc., on Certain Terms	44
	Section 802.	Successor Substituted	44
ARTICLE NINE Supplemental Indentures			45
	Section 901.	Supplemental Indentures Without Consent of Holders	45
	Section 902.	Supplemental Indentures With Consent of Holders	46
	Section 903.	Execution of Supplemental Indentures	48
	Section 904.	Effect of Supplemental Indentures	48

ii

			Page
	Section 905.	Conformity with Trust Indenture Act	48
	Section 906.	Reference in Securities to Supplemental Indentures	48
ARTICLE TEN Covenants			48
	Section 1001.	Payment of Principal, Premium and Interest	48
	Section 1002.	Maintenance of Office or Agency	48
	Section 1003.	Money for Securities Payments to Be Held in Trust	49
	Section 1004.	Limitation on Liens	50
	Section 1005.	Statement by Officers as to Default	51
	Section 1006.	Waiver of Certain Covenants	52
	Section 1007.	Calculation of Original Issue Discount	52
ARTICLE ELEVEN Redemption of Securities Section			52
	Section 1101.	Applicability of Article	52
	Section 1102.	Election to Redeem; Notice to Trustee	52
	Section 1103.	Selection by Trustee of Securities to Be Redeemed	52
	Section 1104.	Notice of Redemption	53
	Section 1105.	Securities Payable on Redemption Date	54
	Section 1106.	Securities Redeemed in Part	54
ARTICLE TWELVE Sinking Funds Section			55
	Section 1201.	Applicability of Article	55
	Section 1202.	Satisfaction of Sinking Fund Payments with Securities	55
	Section 1203.	Redemption of Securities for Sinking Fund	55
ARTICLE THIRTEEN Defeasance and Covenant Defeasance Section			56
	Section 1301.	Applicability of Article	56
	Section 1302.	Defeasance and Discharge	56
	Section 1303.	Covenant Defeasance	56
	Section 1304.	Conditions to Defeasance or Covenant Defeasance	56
	Section 1305.	Deposited Money and Government Obligations to Be Held in Trust; Miscellaneous Provisions	58
ARTICLE FOURTEEN Immunity of Incorporators, Stockholders, Officers and Directors.			58
	Section 1401.	Indenture and Securities Solely Corporate Obligations	58
ARTICLE FIFTEEN Guarantees of Notes			59
	Section 1501.	Note Guarantees	59
	Section 1502.	Execution and Delivery of Indenture	60
	Section 1503.	Limitation of Note Guarantee	61
	Section 1504.	Additional Guarantors	61
	Section 1505.	Guarantor May Consolidate, etc., on Certain Terms	62
	Section 1506.	Release of Guarantor	62
	Section 1507.	Waiver of Subrogation	63

iii

CERTAIN SECTIONS OF THIS INDENTURE RELATING TO

SECTIONS 310 THROUGH 318, INCLUSIVE, OF THE

TRUST INDENTURE ACT OF 1939:

Trust Indenture Act			Indenture Section
Section 310	(a) (1)	609
	(a) (2)	609
	(a) (3)	Not	Applicable
	(a) (4)	Not	Applicable
	(a) (5)	Not	Applicable
	(b)	608
		610
Section 311	(a)	613
	(b)	613
	(c)	Not	Applicable
Section 312	(a)	701
		702
	(b)	702
	(c)	702
Section 313	(a)	703
	(b)	703
	(c)	703
	(d)	703
Section 314	(a)	704
	(a) (4)	101
		1005
	(b)	Not	Applicable
	(c) (1)	102
	(c) (2)	102
	(c) (3)	Not	Applicable
	(d)	Not	Applicable
	(e)	102
Section 315	(a)	601
	(b)	602
	(c)	601
	(d)	601
	(e)	514
Section 316	(a)	101
	(a) (1) (A)	512
	(a) (1) (B)	513
	(a) (2)	Not	Applicable
	(b)	508
	(c)	104
Section 317	(a) (1)	503
	(a) (2)	504
	(b)	1003
Section 318	(a)	107
	(b)	107
	(c)	107

Note: This reconciliation and tie shall not, for any purpose, be deemed to be a part of the Indenture.

CERTAIN SECTIONS OF THIS INDENTURE RELATING TO

SECTIONS 310 THROUGH 318, INCLUSIVE, OF THE

TRUST INDENTURE ACT OF 1939:

Trust Indenture Act			Indenture Section
Section 310	(a) (1)	609
	(a) (2)	609
	(a) (3)	Not	Applicable
	(a) (4)	Not	Applicable
	(a) (5)	Not	Applicable
	(b)	608
		610
Section 311	(a)	613
	(b)	613
	(c)	Not	Applicable
Section 312	(a)	701
		702
	(b)	702
	(c)	702
Section 313	(a)	703
	(b)	703
	(c)	703
	(d)	703
Section 314	(a)	704
	(a) (4)	101
		1005
	(b)	Not	Applicable
	(c) (1)	102
	(c) (2)	102
	(c) (3)	Not	Applicable
	(d)	Not	Applicable
	(e)	102
Section 315	(a)	601
	(b)	602
	(c)	601
	(d)	601
	(e)	514
Section 316	(a)	101
	(a) (1) (A)	512
	(a) (1) (B)	513
	(a) (2)	Not	Applicable
	(b)	508
	(c)	104
Section 317	(a) (1)	503
	(a) (2)	504
	(b)	1003
Section 318	(a)	107
	(b)	107
	(c)	107

Note: This reconciliation and tie shall not, for any purpose, be deemed to be a part of the Indenture.

INDENTURE, dated as of August [•], 2008, among Massey Energy Company, a corporation duly organized and existing under the laws of the State of Delaware (herein called the “Company”), having its principal office at 4 North 4th Street, Richmond, Virginia 23219, the guarantors listed on the signature pages hereto (the “Guarantors”), and Wilmington Trust Company, a Delaware banking corporation, as trustee (herein called the “Trustee”).

RECITALS

The Company has duly authorized the execution and delivery of this Indenture to provide for the issuance from time to time of its unsecured senior debentures, notes or other evidences of indebtedness (herein called the “Securities”), to be issued in one or more series as in this Indenture provided. In addition, the Guarantors party hereto have duly authorized the execution and delivery of this Indenture as Guarantors of the Securities.

All things necessary to make this Indenture a valid agreement of the Company and the Guarantors, in accordance with its terms, have been done.

Now, Therefore, This Indenture Witnesseth:

For and in consideration of the premises and the purchase of the Securities by the Holders thereof, it is mutually agreed, for the equal and proportionate benefit of all Holders of the Securities or of series thereof, as follows:

ARTICLE ONE

Definitions and Other Provisions

of General Application

Section 101. Definitions.

For all purposes of this Indenture, except as otherwise expressly provided or unless the context otherwise requires:

(1) the terms defined in this Article have the meanings assigned to them in this Article and include the plural as well as the singular;

(2) all other terms used herein which are defined in the Trust Indenture Act, either directly or by reference therein, have the meanings assigned to them therein;

(3) all accounting terms not otherwise defined herein have the meanings assigned to them in accordance with generally accepted accounting principles, and, except as otherwise herein expressly provided, the term “generally accepted accounting principles” or “GAAP” with respect to any computation required or permitted hereunder shall mean such accounting principles as are generally accepted in the United States of America;

(4) unless the context otherwise requires, any reference to an “Article” or a “Section” refers to an Article or a Section, as the case may be, of this Indenture; and

(5) the words “herein,” “hereof” and “hereunder” and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or other subdivision.

“Act,” when used with respect to any Holder, has the meaning specified in Section 104.

“Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For the purposes of this definition, “control” when used with respect to any specified Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

“Authenticating Agent” means any Person authorized by the Trustee pursuant to Section 614 to act on behalf of the Trustee to authenticate Securities of one or more series.

“Board of Directors” means either the board of directors of the Company or any duly authorized committee of that board.

“Board Resolution” means a copy of a resolution certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the Board of Directors and to be in full force and effect on the date of such certification, and delivered to the Trustee.

“Business Day,” means, with respect to any Security, any day, other than a Saturday or Sunday, that is neither a legal holiday nor a day on which commercial banks are authorized or required by law, regulation or executive order to close in The City of New York or a day on which the Corporate Trust Office of the Trustee is closed.

“Commission” means the Securities and Exchange Commission, from time to time constituted, created under the Exchange Act, or, if at any time after the execution of this instrument such Commission is not existing and performing the duties now assigned to it under the Trust Indenture Act, then the body performing such duties at such time.

“Company” means the Person named as the “Company” in the first paragraph of this instrument until a successor Person shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Company” shall mean such successor Person.

“Company Request” or “Company Order” means a written request or order signed in the name of the Company by its Chairman of the Board, its President or a Vice President, and by its Treasurer, an Assistant Treasurer, its Secretary or an Assistant Secretary, and delivered to the Trustee.

“Consolidated Net Tangible Assets” means the aggregate amount of assets (less applicable reserves and other properly deducted items), after deducting therefrom (a) all goodwill, tradenames, trademarks, patents, unamortized debt discount and expense and other like intangibles, and (b) all current liabilities, as reflected in the Company’s latest audited consolidated balance sheet contained in the Company’s most recent annual report to its stockholders.

“Corporate Trust Office” means the office of the Trustee at which at any particular time its corporate trust business shall be principally administered, which office at the date hereof is located at 1100 North Market Street, Wilmington, Delaware 19890.

3

“corporation” means a corporation, limited liability company, association, company, joint-stock company or business trust.

“Covenant Defeasance” has the meaning specified in Section 1303.

“Default” means (1) any Event of Default under this Indenture or (2) any event, act or condition that, after notice or the passage of time or both, would be an Event of Default.

“Defaulted Interest” has the meaning specified in Section 307.

“Defeasance” has the meaning specified in Section 1302.

“Depositary” means, with respect to Securities of any series issuable in whole or in part in the form of one or more Global Securities, a clearing agency registered under the Exchange Act that is designated to act as Depositary for such Securities as contemplated by Section 301.

“Equity Interests” of any Person means (1) any and all shares or other equity interests (including common stock, preferred stock, limited liability company interests and partnership interests) in such Person and (2) all rights to purchase, warrants or options (whether or not currently exercisable), participations or other equivalents of or interests in (however designated) such shares or other interests in such Person; provided, however, that Equity Interests shall not be deemed to include stock appreciation rights, phantom shares or similar rights granted to employees, officers or directors of the Company and Subsidiaries pursuant to the Company’s compensation plans and programs.

“Event of Default” has the meaning specified in Section 501.

“Exchange Act” means the Securities Exchange Act of 1934 and any statute successor thereto, in each case as amended from time to time.

“Expiration Date” has the meaning specified in Section 104.

“Global Security” means a Security that evidences all or part of the Securities of any series which is issued to a Depositary or a nominee thereof for such series in accordance with Section 301(17).

“Government Obligation” has the meaning specified in Section 1304.

“Guarantor” means (i) initially each party listed on the signature pages hereto and (ii) each of the Company’s Subsidiaries that becomes a Guarantor of the Securities pursuant to the provisions of this Indenture, in each case until released pursuant to the applicable provisions of this Indenture.

“Holder” means a Person in whose name a Security is registered in the Security Register.

“Indebtedness” means, with respect to any Person on any date of determination, without duplication, (i) the principal of and premium (if any) in respect of indebtedness of such Person for borrowed money and (ii) the principal of and premium (if any) in respect of obligations of such Person evidenced by bonds, debentures, notes or other similar instruments; provided, however, that Indebtedness shall not include any indebtedness of a Subsidiary to the Company or another Subsidiary.

“Indenture” means this instrument as originally executed and as it may from time to time be supplemented or amended by one or more indentures supplemental hereto entered into pursuant to the applicable provisions hereof, including, for all purposes of this instrument and any such supplemental indenture, the provisions of the Trust Indenture Act that are deemed to be a part of and govern this instrument and any such supplemental indenture, respectively. The term “Indenture” shall also include the terms of particular series of Securities established as contemplated by Section 301.

4

“interest,” when used with respect to an Original Issue Discount Security which by its terms bears interest only after Maturity, means interest payable after Maturity.

“Interest Payment Date,” when used with respect to any Security, means the Stated Maturity of an installment of interest on such Security.

“Investment Grade” designates a rating of BBB- or higher by S&P or Baa3 or higher by Moody’s or the equivalent of such ratings by S&P or Moody’s.

“Lien” means any mortgage, lien, pledge, charge, security interest or other encumbrance.

“Maturity,” when used with respect to any Security, means the date on which the principal of such Security or an installment of principal becomes due and payable as therein or herein provided, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise.

“Moody’s” means Moody’s Investors Service, Inc. and its successors.

“Non-Recourse Indebtedness” means indebtedness of a Subsidiary:

(1) as to which neither the Company nor any Guarantor (a) provides credit support of any kind (including any undertaking, indemnity, agreement or instrument that would constitute indebtedness), (b) is directly or indirectly liable as a guarantor or otherwise, or (c) constitutes the lender;

(2) no default with respect to which (including any rights that the holders thereof may have to take enforcement action against a Subsidiary) would permit upon notice, lapse of time or both any holder of any other indebtedness (other than the Securities of the particular series) of the Company or any Guarantor to declare a default on the other indebtedness or cause the payment thereof to be accelerated or payable prior to its stated maturity; and

(3) the explicit terms of which provide there is no recourse to the Equity Interests or assets of the Company or any of the Guarantors.

“Note Guarantee” means a guarantee of Securities by a Guarantor.

“Notice of Default” means a written notice of the kind specified in Section 501(4).

“Officers’ Certificate” means a certificate signed by the Chairman of the Board, the President or a Vice President, and by the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary, of the Company, and delivered to the Trustee. One of the officers signing an Officers’ Certificate given pursuant to Section 1005 shall be the principal executive, financial or accounting officer of the Company.

“Opinion of Counsel” means a written opinion of counsel, who may be counsel for the Company, or other counsel who shall be reasonably acceptable to the Trustee.

“Original Issue Discount Security” means any Security which provides for an amount less than the principal amount thereof to be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 502.

“Outstanding,” when used with respect to Securities, means, as of the date of determination, all Securities theretofore authenticated and delivered under this Indenture, except:

(1) Securities theretofore cancelled by the Trustee or delivered to the Trustee for cancellation;

(2) Securities for whose payment or redemption the necessary amount of money or money’s worth has been theretofore deposited with the Trustee or any Paying Agent (other than the Company) in trust or set aside and segregated in trust by the Company (if the Company shall act as its own Paying Agent) for the Holders of such Securities; provided that, if such Securities are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee has been made;

5

(3) Securities as to which Defeasance has been effected pursuant to Section 1302; and

(4) Securities which have been paid pursuant to Section 306 or in exchange for or in lieu of which other Securities have been authenticated and delivered pursuant to this Indenture, other than any such Securities in respect of which there shall have been presented to the Trustee proof satisfactory to it that such Securities are held by a bona fide purchaser in whose hands such Securities are valid obligations of the Company;

provided, however, that in determining whether the Holders of the requisite principal amount of the Outstanding Securities have given, made or taken any request, demand, authorization, direction, notice, consent, waiver or other action hereunder as of any date, (A) the principal amount of an Original Issue Discount Security which shall be deemed to be Outstanding shall be the amount of the principal thereof which would be due and payable as of such date upon acceleration of the Maturity thereof to such date pursuant to Section 502, (B) if, as of such date, the principal amount payable at the Stated Maturity of a Security is not determinable, the principal amount of such Security which shall be deemed to be Outstanding shall be the amount as specified or determined as contemplated by Section 301, (C) the principal amount of a Security denominated in one or more foreign currencies or currency units which shall be deemed to be Outstanding shall be the U.S. dollar equivalent, determined as of such date in the manner provided as contemplated by Section 301, of the principal amount of such Security (or, in the case of a Security described in Clause (A) or (B) above, of the amount determined as provided in such Clause), and (D) Securities owned by the Company or any other obligor upon the Securities or any Affiliate of the Company or of such other obligor, whether of record or beneficially, shall be disregarded and deemed not to be Outstanding, except that, in determining whether the Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent, waiver or other action, only Securities which the Trustee actually knows to be so owned shall be so disregarded. Securities so owned which have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right so to act with respect to such Securities and that the pledgee is not the Company or any other obligor upon the Securities or any Affiliate of the Company or of such other obligor.

“Paying Agent” means any Person authorized by the Company to pay the principal of or any premium or interest on any Securities on behalf of the Company.

“Periodic Offering” means an offering of Securities of a series from time to time the specific terms of which Securities, including without limitation the rate or rates of interest or formula for determining the rate or rates of interest thereon, if any, the Stated Maturity or Maturities thereof and the redemption provisions, if any, with respect thereto, are to be determined by the Company upon the issuance of such Securities.

“Person” means any individual, corporation, partnership, limited liability company, joint venture, trust, unincorporated organization or government or any agency or political subdivision thereof.

“Place of Payment,” when used with respect to the Securities of any series, means the place or places where the principal of and any premium and interest on the Securities of that series are payable as specified as contemplated by Section 301.

“Predecessor Security” of any particular Security means every previous Security evidencing all or a portion of the same debt as that evidenced by such particular Security; and, for the purposes of this definition, any Security authenticated and delivered under Section 306 in exchange for or in lieu of a mutilated, destroyed, lost or stolen Security shall be deemed to evidence the same debt as the mutilated, destroyed, lost or stolen Security.

6

“Principal Property” means any single office building, manufacturing or processing plant, warehouse or other similar facility owned by the Company, the book value of the property, plant and equipment of which, net of depreciation, is not less than 2% of the Company’s Consolidated Net Tangible Assets; provided, however, that “Principal Property” does not include (a) any such plant or facility (i) that is owned jointly or in common with one or more Persons other than the Company and its Subsidiaries, in which the Company’s interest and that of its Subsidiaries does not exceed 50%, or (ii) which the Company’s board of directors determines by resolution in good faith is not of material importance to the total business conducted, or assets owned, by the Company and its Subsidiaries as an entirety; or (b) any portion of any such plant or facility which the Company’s board of directors determines by resolution in good faith not to be of material importance to the use or operation thereof.

“Rating Agencies” means S&P and Moody’s.

“Redemption Date,” when used with respect to any Security to be redeemed, means the date fixed for such redemption by or pursuant to this Indenture.

“Redemption Price,” when used with respect to any Security to be redeemed, means the price at which it is to be redeemed pursuant to this Indenture.

“Regular Record Date” for the interest payable on any Interest Payment Date on the Securities of any series means the date specified for that purpose as contemplated by Section 301.

“Responsible Officer,” when used with respect to the Trustee, means the chairman or any vice-chairman of the board of directors, the chairman or any vice-chairman of the executive committee of the board of directors, the chairman of the trust committee, the president, any vice president, the secretary, any assistant secretary, the treasurer, any assistant treasurer, the cashier, any assistant cashier, any senior trust officer, any trust officer or assistant trust officer, the controller or any assistant controller or any other officer of the Trustee customarily performing functions similar to those performed by any of the above designated officers and also means, with respect to a particular corporate trust matter, any other officer to whom such matter is referred because of his knowledge of and familiarity with the particular subject.

“S&P” means Standard & Poor’s Rating Services, a division of the McGraw-Hill Companies, Inc., and its successors.

“Securities” has the meaning stated in the first recital of this Indenture and more particularly means any Securities authenticated and delivered under this Indenture.

“Securities Act” means the Securities Act of 1933 and any statute successor thereto, in each case as amended from time to time.

“Security Register” and “Security Registrar” have the respective meanings specified in Section 305.

“Significant Subsidiary” means (1) any Guarantor that would be a “significant subsidiary” as defined in Regulation S-X promulgated pursuant to the Securities Act as such Regulation is in effect on the first date of issuance of a series of Securities and (2) any Guarantor that, when aggregated with all other Guarantors that are not otherwise Significant Subsidiaries and as to which any bankruptcy event has occurred and is continuing, would constitute a Significant Subsidiary under clause (1) of this definition.

7

“Special Record Date” for the payment of any Defaulted Interest means a date fixed by the Trustee pursuant to Section 307.

“Stated Maturity,” when used with respect to any Security or any installment of principal thereof or interest thereon, means the date specified in such Security as the date on which the principal of such Security or such installment of principal or interest is due and payable, in the case of such principal, as such date may be advanced or extended as provided pursuant to the terms of such Security and this Indenture.

“Subsidiary” means, with respect to any Person:

(1) any corporation, limited liability company, association or other business entity of which more than 50% of the total voting power of the Equity Interests entitled (without regard to the occurrence of any contingency) to vote in the election of the Board of Directors thereof are at the time owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person (or a combination thereof); and

(2) any partnership (a) the sole general partner or the managing general partner of which is such Person or a Subsidiary of such Person or (b) the only general partners of which are such Person or of one or more Subsidiaries of such Person (or any combination thereof).

Unless otherwise specified, “Subsidiary” refers to a Subsidiary of the Company.

“Suspension Period” means any period in which any series of Securities are rated Investment Grade by both Rating Agencies and no Default has occurred and is continuing under this Indenture.

“Third Party Debt” has the meaning specified in Section 1004(3) hereof.

“Trust Indenture Act” means the Trust Indenture Act of 1939 as in force at the date as of which this instrument was executed; provided, however, that in the event the Trust Indenture Act of 1939 is amended after such date, “Trust Indenture Act” shall mean, to the extent required by any such amendment, the Trust Indenture Act of 1939 as so amended.

“Trustee” means the Person named as the “Trustee” in the first paragraph of this instrument until a successor Trustee shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Trustee” shall mean or include each Person who is then a Trustee hereunder, and if at any time there is more than one such Person, “Trustee” as used with respect to the Securities of any series shall mean the Trustee with respect to Securities of that series.

“Vice President,” when used with respect to the Company or the Trustee, means any vice president, whether or not designated by a number or a word or words added before or after the title “vice president.”

Section 102. Compliance Certificates and Opinions.

Upon any application or request by the Company to the Trustee to take any action under any provision of this Indenture, the Company shall furnish to the Trustee such certificates and opinions as may be required under the Trust Indenture Act. Each such certificate or opinion shall be given in the form of an Officers’ Certificate, if to be given by an officer of the Company, or an Opinion of Counsel, if to be given by counsel, and shall comply with the requirements of the Trust Indenture Act and any other requirements set forth in this Indenture.

8

Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include:

(1) a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto;

(2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;

(3) a statement that, in the opinion of each such individual, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and

(4) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.

Section 103. Form of Documents Delivered to Trustee.

In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents.

Any certificate or opinion of an officer of the Company may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel, unless such officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to the matters upon which his certificate or opinion is based are erroneous. Any such certificate or opinion of counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an officer or officers of the Company stating that the information with respect to such factual matters is in the possession of the Company, unless such counsel knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to such matters are erroneous.

Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument.

Whenever, subsequent to the receipt by the Trustee of any Board Resolution, Officers’ Certificate, Opinion of Counsel or other document or instrument, a clerical, typographical or other inadvertent or unintentional error or omission shall be discovered therein, a new document or instrument may be substituted therefor in corrected form with the same force and effect as if originally filed in the corrected form and, irrespective of the date or dates of the actual execution and/or delivery thereof, such substitute document or instrument shall be deemed to have been executed and/or delivered as of the date or dates required with respect to the document or instrument for which it is substituted. Anything in this Indenture to the contrary notwithstanding, if any such corrective document or instrument indicates that action has been taken by or at the request of the Company which could not have been taken had the

9

original document or instrument not contained such error or omission, the action so taken shall not be invalidated or otherwise rendered ineffective but shall be and remain in full force and effect, except to the extent that such action was a result of willful misconduct or bad faith. Without limiting the generality of the foregoing, any Securities issued under the authority of such defective document or instrument shall nevertheless be the valid obligations of the Company entitled to the benefits of this Indenture equally and ratably with all other Outstanding Securities, except as aforesaid.

Section 104. Acts of Holders; Record Dates.

Any request, demand, authorization, direction, notice, consent, waiver or other action provided or permitted by this Indenture to be given, made or taken by Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by agent duly appointed in writing; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly required, to the Company. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Holders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Section 601) conclusive in favor of the Trustee and the Company, if made in the manner provided in this Section.

The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by a certificate of a notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by a signer acting in a capacity other than his individual capacity, such certificate or affidavit shall also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the Person executing the same, may also be proved in any other manner which the Trustee deems sufficient.

The ownership of Securities shall be proved by the Security Register.

Any request, demand, authorization, direction, notice, consent, waiver or other Act of the Holder of any Security shall bind every future Holder of the same Security and the Holder of every Security issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof in respect of anything done, omitted or suffered to be done by the Trustee or the Company in reliance thereon, whether or not notation of such action is made upon such Security.

The Company may set any day as a record date for the purpose of determining the Holders of Outstanding Securities of any series entitled to give, make or take any request, demand, authorization, direction, notice, consent, waiver or other action provided or permitted by this Indenture to be given, made or taken by Holders of Securities of such series; provided that the Company may not set a record date for, and the provisions of this paragraph shall not apply with respect to, the giving or making of any notice, declaration, request or direction referred to in the next paragraph. If any record date is set pursuant to this paragraph, the Holders of Outstanding Securities of the relevant series on such record date, and no other Holders, shall be entitled to take or revoke the relevant action, whether or not such Holders remain Holders after such record date; provided that no such action shall be effective hereunder unless taken on or prior to the applicable Expiration Date by Holders of the requisite principal amount of Outstanding Securities of such series on such record date. Nothing in this paragraph shall be construed to prevent the Company from setting a new record date for any action for which a record date has previously been set pursuant to this paragraph (whereupon the record date previously set shall automatically and with no action by any Person be cancelled and of no effect), and nothing in this paragraph shall be construed to

10

render ineffective any action taken by Holders of the requisite principal amount of Outstanding Securities of the relevant series on the date such action is taken. Promptly after any record date is set pursuant to this paragraph, the Company, at its own expense, shall cause notice of such record date, the proposed action by Holders and the applicable Expiration Date to be given to the Trustee in writing and to each Holder of Securities of the relevant series in the manner set forth in Section 106.

The Trustee may set any day as a record date for the purpose of determining the Holders of Outstanding Securities of any series entitled to join in the giving or making of (i) any Notice of Default, (ii) any declaration of acceleration referred to in Section 502, (iii) any request to institute proceedings referred to in Section 507(2) or (iv) any direction referred to in Section 512, in each case with respect to Securities of such series. If any record date is set pursuant to this paragraph, the Holders of Outstanding Securities of such series on such record date, and no other Holders, shall be entitled to join in such notice, declaration, request or direction or to revoke the same, whether or not such Holders remain Holders after such record date; provided that no such action shall be effective hereunder unless taken on or prior to the applicable Expiration Date by Holders of the requisite principal amount of Outstanding Securities of such series on such record date. Nothing in this paragraph shall be construed to prevent the Trustee from setting a new record date for any action for which a record date has previously been set pursuant to this paragraph (whereupon the record date previously set shall automatically and with no action by any Person be cancelled and of no effect), and nothing in this paragraph shall be construed to render ineffective any action taken by Holders of the requisite principal amount of Outstanding Securities of the relevant series on the date such action is taken. Promptly after any record date is set pursuant to this paragraph, the Trustee, at the Company’s expense, shall cause notice of such record date, the proposed action by Holders and the applicable Expiration Date to be sent to the Company in writing and to each Holder of Securities of the relevant series in the manner set forth in Section 106.

With respect to any record date set pursuant to this Section, the party hereto which sets such record date may designate any day as the “Expiration Date” and from time to time may change the Expiration Date to any earlier or later day; provided that no such change shall be effective unless notice of the proposed new Expiration Date is given to the other party hereto in writing, and to each Holder of Securities of the relevant series in the manner set forth in Section 106, on or prior to the existing Expiration Date. If an Expiration Date is not designated with respect to any record date set pursuant to this Section, the party hereto which set such record date shall be deemed to have initially designated the 180th day after such record date as the Expiration Date with respect thereto, subject to its right to change the Expiration Date as provided in this paragraph. Notwithstanding the foregoing, no Expiration Date shall be later than the 180th day after the applicable record date.

Without limiting the foregoing, a Holder entitled hereunder to take any action hereunder with regard to any particular Security may do so with regard to all or any part of the principal amount of such Security or by one or more duly appointed agents each of which may do so pursuant to such appointment with regard to all or any part of such principal amount.

Section 105. Notices, Etc., to Trustee and Company.

Any request, demand, authorization, direction, notice, consent, waiver or Act of Holders or other document provided or permitted by this Indenture to be made upon, given or furnished to, or filed with,

(1) the Trustee by any Holder or by the Company shall be sufficient for every purpose hereunder if made, given, furnished or filed in writing to or with the Trustee at its Corporate Trust Office, Attention: Kristin L. Moore, Assistant Vice President, or

11

(2) the Company by the Trustee or by any Holder shall be sufficient for every purpose hereunder (unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, to the Company addressed to it at the address of its principal office specified in the first paragraph of this instrument, Attention: General Counsel, Massey Energy Company, or at any other address previously furnished in writing to the Trustee by the Company.

Section 106. Notice to Holders; Waiver.

Where this Indenture provides for notice to Holders of any event, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, to each Holder affected by such event, at his address as it appears in the Security Register, not later than the latest date (if any), and not earlier than the earliest date (if any), prescribed for the giving of such notice. In any case where notice to Holders is given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular Holder shall affect the sufficiency of such notice with respect to other Holders. Where this Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver.

In case by reason of the suspension of regular mail service or by reason of any other cause it shall be impracticable to give such notice by mail, then such notification as shall be made with the approval of the Trustee shall constitute a sufficient notification for every purpose hereunder.

Section 107. Conflict with Trust Indenture Act.

If any provision hereof limits, qualifies or conflicts with a provision of the Trust Indenture Act which is required under such Act to be a part of and govern this Indenture, the latter provision shall control. If any provision of this Indenture modifies or excludes any provision of the Trust Indenture Act which may be so modified or excluded, the latter provision shall be deemed to apply to this Indenture as so modified or to be excluded, as the case may be.

Section 108. Effect of Headings and Table of Contents.

The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof.

Section 109. Successors and Assigns.

All covenants and agreements in this Indenture by the Company and the Guarantors shall bind their respective successors and assigns, whether so expressed or not.

Section 110. Separability Clause.

In case any provision in this Indenture or in the Securities shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

Section 111. Benefits of Indenture.

Nothing in this Indenture or in the Securities, express or implied, shall give to any Person, other than the parties hereto, their successors hereunder and the Holders, any benefit or any legal or equitable right, remedy or claim under this Indenture.

12

Section 112. Governing Law.

This Indenture, the Securities and the Note Guarantees shall be governed by, and construed in accordance with, the laws of the State of New York.

Section 113. Legal Holidays.

In any case where any Interest Payment Date, Redemption Date or Stated Maturity of any Security shall not be a Business Day at any Place of Payment, then (notwithstanding any other provision of this Indenture or of the Securities (other than a provision of any Security which specifically states that such provision shall apply in lieu of this Section)) payment of interest or principal (and premium, if any) need not be made at such Place of Payment on such date, but may be made on the next succeeding Business Day at such Place of Payment with the same force and effect as if made on the Interest Payment Date or Redemption Date, or at the Stated Maturity.

Section 114. Counterparts.

This instrument 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.

ARTICLE TWO

Security Forms Section

Section 201. Forms Generally.

The Securities of each series shall be in substantially the form set forth in this Article, or in such other form as shall be established by or pursuant to a Board Resolution or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or Depositary therefor or as may, consistently herewith, be determined by the officers executing such Securities, as evidenced by their execution thereof. If the form of Securities of any series is established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such Securities.

The definitive Securities shall be printed, lithographed or engraved on steel engraved borders or may be produced in any other manner, all as determined by the officers executing such Securities, as evidenced by their execution of such Securities.

Section 202. Form of Face of Security.

[Insert any legend required by the Internal Revenue Code and the regulations thereunder.]

13

MASSEY ENERGY COMPANY

No. $

CUSIP No.

Massey Energy Company, a corporation duly organized and existing under the laws of the State of Delaware (herein called the “Company,” which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to         , or registered assigns, the principal sum of          Dollars on [if the Security is to bear interest prior to Maturity and interest payment periods are not extendable, insert—, and to pay interest thereon from or from the most recent Interest Payment Date to which interest has been paid or duly provided for, [insert—semi-annually, quarterly, monthly or other description of the relevant payment period] on [     ,     ,    ] and in each year, commencing         , at the rate of     % per annum, until the principal hereof is paid or made available for payment [if applicable, insert—, provided that any principal and premium, and any such installment of interest, which is overdue shall bear interest at the rate of     % per annum (to the extent that the payment of such interest shall be legally enforceable), from the dates such amounts are due until they are paid or made available for payment, and such interest shall be payable on demand]. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the [    ] (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture].

[If the Security is not to bear interest prior to Maturity, insert—The principal of this Security shall not bear interest except in the case of a default in payment of principal upon acceleration, upon redemption or at Stated Maturity and in such case the overdue principal and any overdue premium shall bear interest at the rate of     % per annum (to the extent that the payment of such interest shall be legally enforceable), from the dates such amounts are due until they are paid or made available for payment. Interest on any overdue principal or premium shall be payable on demand. Any such interest on overdue principal or premium which is not paid on demand shall bear interest at the rate of     % per annum (to the extent that the payment of such interest on interest shall be legally enforceable), from the date of such demand until the amount so demanded is paid or made available for payment. Interest on any overdue interest shall be payable on demand.]

Payment of the principal of (and premium, if any) and [if applicable, insert—any such] interest on this Security will be made at the office or agency of the Company maintained for that purpose in         , in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts [if applicable, insert—; provided, however, that at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register or by wire transfer at such place and to such account at a banking institution in the United States as may be designated in writing to the Trustee at least sixteen (16) days prior to the date for payment by the Person entitled thereto].

14

Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

15

IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed.

Dated: Massey Energy Company

By:

Section 203. Form of Reverse of Security.

This Security is one of a duly authorized issue of securities of the Company (herein called the “Securities”), issued and to be issued in one or more series under an Indenture, dated as of August [•], 2008 (herein called the “Indenture,” which term shall have the meaning assigned to it in such instrument), among the Company, the Guarantors and Wilmington Trust Company, as Trustee (herein called the “Trustee,” which term includes any successor trustee under the Indenture), and reference is hereby made to the Indenture for a statement of the respective rights, limitation of rights, duties and immunities thereunder of the Company, the Guarantors, the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof [if applicable, insert—, limited in aggregate principal amount to $         ].

[If applicable, insert—The Securities of this series are subject to redemption upon not less than 30 days’ notice by mail, [if applicable, insert—(1) on in any year commencing with the year and ending with the year through operation of the sinking fund for this series at a Redemption Price equal to 100% of the principal amount, and (2)] at any time [if applicable, insert—on or after , 20 ], as a whole or in part, at the election of the Company, at the following Redemption Prices (expressed as percentages of the principal amount): If redeemed [if applicable, insert— on or before         ,     %, and if redeemed] during the 12-month period beginning of the years indicated,

Year Redemption Price Year Redemption Price

and thereafter at a Redemption Price equal to % of the principal amount, together in the case of any such redemption [if applicable, insert—(whether through operation of the sinking fund or otherwise)] with accrued interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Dates referred to on the face hereof, all as provided in the Indenture.]

[If applicable, insert—The Securities of this series are subject to redemption upon not less than 30 days’ notice by mail, (1) on in any year commencing with the year and ending with the year through operation of the sinking fund for this series at the Redemption Prices for redemption through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below, and (2) at any time [if applicable, insert—on or after         ], as a whole or in part, at the election of the Company, at the Redemption Prices for redemption otherwise than through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below: If redeemed during the 12- month period beginning of the years indicated,

16

Year Redemption Price for Redemption Through Operation of the Sinking Fund Redemption Price for Redemption Otherwise Than Through Operation of the Sinking Fund

and thereafter at a Redemption Price equal to     % of the principal amount, together in the case of any such redemption (whether through operation of the sinking fund or otherwise) with accrued interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Dates referred to on the face hereof, all as provided in the Indenture.]

[If applicable, insert—Notwithstanding the foregoing, the Company may not, prior to , redeem any Securities of this series as contemplated by [if applicable, insert—Clause (2) of] the preceding paragraph as a part of, or in anticipation of, any refunding operation by the application, directly or indirectly, of moneys borrowed having an interest cost to the Company (calculated in accordance with generally accepted financial practice) of less than     % per annum.]

[If applicable, insert—The sinking fund for this series provides for the redemption on in each year beginning with the year and ending with the year of [if applicable, insert—not less than $         (“mandatory sinking fund”) and not more than] $         aggregate principal amount of Securities of this series. Securities of this series acquired or redeemed by the Company otherwise than through [if applicable, insert—mandatory] sinking fund payments may be credited against subsequent [if applicable, insert—mandatory] sinking fund payments otherwise required to be made [if applicable, insert—, in the inverse order in which they become due].]

[If the Security is subject to redemption of any kind, insert—In the event of redemption of this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.]

[If applicable, insert—The Indenture contains provisions for defeasance at any time of [the entire indebtedness of this Security] [or] [certain restrictive covenants and Events of Default with respect to this Security] [, in each case] upon compliance with certain conditions set forth in the Indenture.]

[If the Security is not an Original Issue Discount Security, insert—If an Event of Default with respect to Securities of this series shall occur and be continuing, the principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture.]

[If the Security is an Original Issue Discount Security, insert—If an Event of Default with respect to Securities of this series shall occur and be continuing, an amount of principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture. Such amount shall be equal to [insert formula for determining the amount]. Upon payment of (i) the amount of principal so declared due and payable and (ii) interest on any overdue principal, premium and interest (in each case to the extent that the payment of such interest shall be legally enforceable), all of the Company’s obligations in respect of the payment of the principal of and premium and interest, if any, on the Securities of this series shall terminate.]

17

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities of all series affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of a majority in principal amount of the Securities of each series at the time Outstanding affected thereby (including consents obtained in connection with a tender offer or exchange offer for Securities of such series). The Indenture contains provisions permitting the Holders of not less than a majority in principal amount of the Securities of each series at the time Outstanding with respect to which a Default under the Indenture shall have occurred and be continuing, on behalf of the Holders of the Securities of such series, to waive (including waivers obtained in connection with a tender offer or exchange offer for Securities of such series), with certain exceptions, such past Default with respect to such series and its consequences. The Indenture also permits the Holders of not less than a majority in principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive (including waivers obtained in connection with a tender offer or exchange offer for Securities of such series) compliance by the Company with certain provisions of the Indenture. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange therefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security.

As provided in and subject to the provisions of the Indenture, the Holder of this Security shall not have the right to institute any proceeding with respect to the Indenture or for the appointment of a receiver or trustee or for any other remedy thereunder unless such Holder shall have previously given the Trustee written notice of a continuing Event of Default with respect to the Securities of this series, the Holders of not less than a majority in principal amount of the Securities of this series at the time Outstanding shall have made written request to the Trustee to institute proceedings in respect of such Event of Default as Trustee and offered the Trustee reasonable indemnity, and the Trustee shall not have received from the Holders of a majority in principal amount of Securities of this series at the time Outstanding a direction inconsistent with such request, and shall have failed to institute any such proceeding, for 60 days after receipt of such notice, request and offer of indemnity. The foregoing shall not apply to any suit instituted by the Holder of this Security for the enforcement of any payment of principal hereof or any premium or interest hereon on or after the respective due dates expressed herein.

No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and any premium and interest on this Security at the times, place and rate, and in the coin or currency, herein prescribed.

As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Security Register, upon surrender of this Security for registration of transfer at the office or agency of the Company in any place where the principal of and any premium and interest on this Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees.

The Securities of this series are issuable only in registered form without coupons in denominations of $1,000 and any integral multiple thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same.

18

No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.

Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary.

All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture.

Section 204. Form of Legend for Global Securities.

Unless otherwise specified as contemplated by Section 301 for the Securities evidenced thereby, every Global Security authenticated and delivered hereunder shall bear a legend in substantially the following form:

THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

Section 205. Form of Trustee’s Certificate of Authentication.

The Trustee’s certificate of authentication shall be in substantially the following form:

This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture.

, as Trustee

By:
	Authorized Officer

ARTICLE THREE

The Securities

Section 301. Amount Unlimited; Issuable in Series.

The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited.

The Securities may be issued in one or more series. There shall be established in or pursuant to a Board Resolution and, subject to Section 303, set forth, or determined in the manner provided, in an Officers’ Certificate, or established in one or more indentures supplemental hereto, prior to the issuance of Securities of any series,

19

(1) the title of the Securities of the series (which shall distinguish the Securities of the series from Securities of any other series);

(2) any limit upon the aggregate principal amount of the Securities of the series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Section 304, 305, 306, 906 or 1106 and except for any Securities which, pursuant to Section 303, are deemed never to have been authenticated and delivered hereunder);

(3) the Person to whom any interest on a Security of the series shall be payable, if other than the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest;

(4) the date or dates on which the principal of any Securities of the series is payable or the method by which such date shall be determined and the right, if any, to shorten or extend the date on which the principal of any Securities of the series is payable and the conditions to any such change;

(5) the rate or rates at which any Securities of the series shall bear interest, if any, or the method by which such rate or rates shall be determined; the date or dates from which any such interest shall accrue; the Interest Payment Dates on which any such interest shall be payable; the manner (if any) of determination of such Interest Payment Dates; and the Regular Record Date, if any, for any such interest payable on any Interest Payment Date;

(6) the right, if any, to extend the interest payment periods and the terms of such extension or extensions;

(7) the place or places where the principal of and any premium and interest on any Securities of the series shall be payable and whether, if acceptable to the Trustee, any principal of such Securities shall be payable without presentation or surrender thereof;

(8) the period or periods within which, or the date or dates on which, the price or prices at which and the terms and conditions upon which any Securities of the series may be redeemed, in whole or in part, at the option of the Company and, if other than by a Board Resolution, the manner in which any election by the Company to redeem the Securities shall be evidenced;

(9) the obligation, if any, of the Company to redeem or purchase any Securities of the series pursuant to any sinking fund, purchase fund or analogous provisions or at the option of the Holder thereof and the period or periods within which, the price or prices at which and the terms and conditions upon which any Securities of the series shall be redeemed or purchased, in whole or in part, pursuant to such obligation;

(10) if other than denominations of $1,000 and any integral multiple thereof, the denominations in which any Securities of the series shall be issuable;

20

(11) if the amount of principal of or any premium or interest on any Securities of the series may be determined with reference to an index or pursuant to a formula, the manner in which such amounts shall be determined;

(12) if other than the currency of the United States of America, the currency, currencies or currency units in which the principal of or any premium or interest on any Securities of the series shall be payable and the manner of determining the equivalent thereof in the currency of the United States of America for any purpose, including for purposes of the definition of “Outstanding” in Section 101;

(13) if the principal of or any premium or interest on any Securities of the series is to be payable, at the election of the Company or the Holder thereof, in one or more currencies or currency units other than that or those in which such Securities are stated to be payable, the currency, currencies or currency units in which the principal of or any premium or interest on such Securities as to which such election is made shall be payable, the periods within which and the terms and conditions upon which such election is to be made and the amount so payable (or the manner in which such amount shall be determined);

(14) if other than the entire principal amount thereof, the portion of the principal amount of any Securities of the series which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 502;

(15) if the principal amount payable at the Stated Maturity of any Securities of the series will not be determinable as of any one or more dates prior to the Stated Maturity, the amount which shall be deemed to be the principal amount of such Securities as of any such date for any purpose thereunder or hereunder, including the principal amount thereof which shall be due and payable upon any Maturity other than the Stated Maturity or which shall be deemed to be Outstanding as of any date prior to the Stated Maturity (or, in any such case, the manner in which such amount deemed to be the principal amount shall be determined);

(16) if either or both of Sections 1302 and 1303 do not apply to any Securities of the series;

(17) if the Securities of the series shall be convertible or exchangeable into common stock of the Company or other securities;

(18) if applicable, that any Securities of the series shall be issuable in whole or in part in the form of one or more Global Securities and, in such case, the respective Depositary or Depositaries for such Global Securities, the form of any legend or legends which shall be borne by any such Global Security in addition to or in lieu of that set forth in Section 204 and any circumstances in addition to or in lieu of those set forth in Clause (2) of the last paragraph of Section 305 in which any such Global Security may be exchanged in whole or in part for Securities registered, and any transfer of such Global Security in whole or in part may be registered, in the name or names of Persons other than the Depositary for such Global Security or a nominee thereof;

(19) any addition, modification or deletion of any Events of Default or covenants provided with respect to any Securities of the series and any change in the right of the Trustee or the requisite Holders of such Securities to declare the principal amount thereof due and payable pursuant to Section 502; and

21

(20) any other terms of the series.

All Securities of any one series shall be substantially identical except as to denomination and except as may otherwise be provided in or pursuant to the Board Resolution referred to above and (subject to Section 303) set forth, or determined in the manner provided, in the Officers’ Certificate referred to above or in any such indenture supplemental hereto.

If any of the terms of the series are established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Officers’ Certificate setting forth the terms or the manner of determining the terms of the series.

With respect to Securities of a series offered in a Periodic Offering, the Board Resolution (or action taken pursuant thereto), Officers’ Certificate or supplemental indenture referred to above may provide general terms or parameters for Securities of such series and provide either that the specific terms of particular Securities of such series shall be specified in a Company Order or that such terms shall be determined by the Company in accordance with other procedures specified in a Company Order as contemplated by the third paragraph of Section 303.

Notwithstanding Section 301(2) herein and unless otherwise expressly provided with respect to a series of Securities, the aggregate principal amount of a series of Securities may be increased and additional Securities of such series may be issued up to the maximum aggregate principal amount authorized with respect to such series as increased.

Section 302. Denominations.

The Securities of each series shall be issuable only in fully registered form without coupons and only in such denominations as shall be specified as contemplated by Section 301. In the absence of any such specified denomination with respect to the Securities of any series, the Securities of such series shall be issuable in denominations of $1,000 and any integral multiple thereof.

Section 303. Execution, Authentication, Delivery and Dating.

The Securities shall be executed on behalf of the Company by its Chairman of the Board, its President or one of its Vice Presidents. The signature of any of these officers on the Securities may be manual or facsimile.

Securities bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities.

At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities, and the Trustee in accordance with the Company Order shall authenticate and deliver such Securities, provided, however, that in the case of Securities offered in a Periodic Offering, the Trustee shall authenticate and deliver such Securities from time to time in accordance with such other procedures (including, without limitation, the receipt by the Trustee of oral or electronic instructions from the Company or its duly authorized agents, promptly confirmed in writing) acceptable to the Trustee as may be specified by or pursuant to a Company Order delivered to the Trustee prior to the time of the first authentication of Securities of

22

such series. If the form or terms of the Securities of the series have been established by or pursuant to one or more Board Resolutions as permitted by Sections 201 and 301, in authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive, and (subject to Section 601) shall be fully protected in relying upon, an Opinion of Counsel stating,

(1) if the form of such Securities has been established by or pursuant to Board Resolution as permitted by Section 201, that such form has been established in conformity with the provisions of this Indenture;

(2) if the terms of such Securities have been, or in the case of Securities of a series offered in a Periodic Offering, will be, established by or pursuant to Board Resolution as permitted by Section 301, that such terms have been, or in the case of Securities of a series offered in a Periodic Offering, will be, established in conformity with the provisions of this Indenture, subject, in the case of Securities of a series offered in a Periodic Offering, to any conditions specified in such Opinion of Counsel; and

(3) that such Securities, when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles.

If such form or terms have been so established, the Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee.

Notwithstanding the provisions of Section 301 and of the preceding paragraph, if all Securities of a series are not to be originally issued at one time, it shall not be necessary to deliver the Officers’ Certificate otherwise required pursuant to Section 301 or the Company Order and Opinion of Counsel otherwise required pursuant to such preceding paragraph at or prior to the authentication of each Security of such series if such documents are delivered at or prior to the authentication upon original issuance of the first Security of such series to be issued.

With respect to Securities of a series offered in a Periodic Offering, the Trustee may rely, as to the authorization by the Company of any of such Securities, the form and terms thereof and the legality, validity, binding effect and enforceability thereof, upon the Opinion of Counsel and the other documents delivered pursuant to Sections 201 and 301 and this Section, as applicable, in connection with the first authentication of Securities of such series.

Each Security shall be dated the date of its authentication.

No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein executed by the Trustee by manual signature of an authorized officer, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in Section 309, for all purposes of this

23

Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture.

Section 304. Temporary Securities.

Pending the preparation of definitive Securities of any series, the Company may execute, and upon Company Order the Trustee shall authenticate and deliver, temporary Securities which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor of the definitive Securities in lieu of which they are issued and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Securities may determine, as evidenced by their execution of such Securities.

If temporary Securities of any series are issued, the Company will cause definitive Securities of that series to be prepared without unreasonable delay. After the preparation of definitive Securities of such series, the temporary Securities of such series shall be exchangeable for definitive Securities of such series upon surrender of the temporary Securities of such series at the office or agency of the Company in a Place of Payment for that series, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Securities of any series, the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor one or more definitive Securities of the same series, of any authorized denominations and of like tenor and aggregate principal amount. Until so exchanged, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of such series and tenor.

Section 305. Registration; Registration of Transfer and Exchange.

The Company shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office or in any other office or agency of the Company in a Place of Payment being herein sometimes referred to as the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities and of transfers of Securities. The Trustee is hereby appointed “Security Registrar” for the purpose of registering Securities and transfers of Securities as herein provided.

Upon surrender for registration of transfer of any Security of a series at the office or agency of the Company in a Place of Payment for that series, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of the same series, of any authorized denominations and of like tenor and aggregate principal amount.

At the option of the Holder, Securities of any series may be exchanged for other Securities of the same series, of any authorized denominations and of like tenor and aggregate principal amount, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive.

All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange.

24

Every Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed, by the Holder thereof or his attorney duly authorized in writing.

No service charge shall be made for any registration of transfer or exchange of Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 304, 906 or 1106 not involving any transfer.

If the Securities of any series (or of any series and specified tenor) are to be redeemed, the Security Registrar shall not be required (A) to issue, register the transfer of or exchange any Securities of that series (or of that series and specified tenor, as the case may be) during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of any such Securities selected for redemption and ending at the close of business on the day of such mailing, (B) to register the transfer of, or exchange, any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part or (C) to register the transfer of or exchange of any Security in respect of which a purchase notice has been given and not withdrawn, except the portion of the Security not purchased of any Security being purchased in part.

The provisions of Clauses (1), (2), (3) and (4) below shall apply only to Global Securities:

(1) Each Global Security authenticated under this Indenture shall be registered in the name of the Depositary designated for such Global Security or a nominee thereof and delivered to such Depositary or a nominee thereof or custodian therefor, and each such Global Security shall constitute a single Security for all purposes of this Indenture.

(2) Notwithstanding any other provision in this Indenture, no Global Security may be exchanged in whole or in part for Securities registered, and no transfer of a Global Security in whole or in part may be registered, in the name of any Person other than the Depositary for such Global Security or a nominee thereof unless (A) such Depositary has notified the Company that it is unwilling or unable to continue as Depositary for such Global Security and a successor Depositary has not been appointed by the Company within 90 days of receipt by the Company of such notification, (B) at any time the Depositary ceases to be a clearing agency registered under the Exchange Act at a time when the Depositary is required to be so registered to act as such Depositary and no successor Depositary shall have been appointed by the Company within 90 days after it became aware of such cessation, or (C) there shall exist such circumstances, if any, in addition to or in lieu of the foregoing as have been specified for this purpose as contemplated by Section 301. Notwithstanding the foregoing, the Company may at any time in its sole discretion determine that Securities issued in the form of a Global Security shall no longer be represented in whole or in part by such Global Security, and the Trustee, upon receipt of a Company Order therefor, shall authenticate and deliver definitive Securities in exchange in whole or in part for such Global Security.

(3) Subject to Clause (2) above, any exchange or transfer of a Global Security for other Securities may be made in whole or in part, and all Securities issued in exchange for or upon transfer of a Global Security or any portion thereof shall be registered in such names as the Depositary for such Global Security shall direct.

(4) Every Security authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Security or any portion thereof, whether pursuant to this Section, Section 304, 306, 906 or 1106 or otherwise, shall be authenticated and delivered in the form of, and shall be, a Global Security, unless such Security is registered in the name of a Person other than the Depositary for such Global Security or a nominee thereof.

25

Section 306. Mutilated, Destroyed, Lost and Stolen Securities.

If any mutilated Security is surrendered to the Trustee, the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor a new Security of the same series and of like tenor and principal amount and bearing a number not contemporaneously outstanding.

If there shall be delivered to the Company and the Trustee (i) evidence to their satisfaction of the destruction, loss or theft of any Security and (ii) such security or indemnity as may be required by them to save each of them and any agent of either of them harmless, then, in the absence of notice to the Company or the Trustee that such Security has been acquired by a bona fide purchaser, the Company shall execute and the Trustee shall authenticate and deliver, in lieu of any such destroyed, lost or stolen Security, a new Security of the same series and of like tenor and principal amount and bearing a number not contemporaneously outstanding.

In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, the Company in its discretion may, instead of issuing a new Security, pay such Security.

Upon the issuance of any new Security under this Section, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith.

Every new Security of any series issued pursuant to this Section in lieu of any destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Company, whether or not the destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Securities of that series duly issued hereunder.

The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.

Section 307. Payment of Interest; Interest Rights Preserved.

Except as otherwise provided as contemplated by Section 301 with respect to any series of Securities, interest on any Security which is payable, and is punctually paid or duly provided for, on any Interest Payment Date shall be paid to the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest.

Except as otherwise provided as contemplated by Section 301 with respect to any series of Securities, any interest on any Security of any series which is payable, but is not punctually paid or duly provided for, on any Interest Payment Date (herein called “Defaulted Interest”) shall forthwith cease to be payable to the Holder on the relevant Regular Record Date by virtue of having been such Holder, and such Defaulted Interest may be paid by the Company, at its election in each case, as provided in Clause (1) or (2) below:

(1) The Company may elect to make payment of any Defaulted Interest to the Persons in whose names the Securities of such series (or their respective Predecessor Securities) are registered at the close of business on a Special Record Date for the

26

payment of such Defaulted Interest, which shall be fixed in the following manner. The Company shall notify the Trustee in writing of the amount of Defaulted Interest proposed to be paid on each Security of such series and the date of the proposed payment, and at the same time the Company shall deposit with the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled to such Defaulted Interest as in this Clause provided. Thereupon the Trustee shall fix a Special Record Date for the payment of such Defaulted Interest which shall be not more than 15 days and not less than 10 days prior to the date of the proposed payment and not less than 10 days after the receipt by the Trustee of the notice of the proposed payment. The Trustee shall promptly notify the Company of such Special Record Date and, in the name and at the expense of the Company, shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be given to each Holder of Securities of such series in the manner set forth in Section 106, not less than 10 days prior to such Special Record Date. Notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor having been so mailed, such Defaulted Interest shall be paid to the Persons in whose names the Securities of such series (or their respective Predecessor Securities) are registered at the close of business on such Special Record Date and shall no longer be payable pursuant to the following Clause (2).

(2) The Company may make payment of any Defaulted Interest on the Securities of any series in any other lawful manner not inconsistent with the requirements of any securities exchange, if any, on which such Securities may be listed, and upon such notice as may be required by such exchange, if, after notice given by the Company to the Trustee of the proposed payment pursuant to this Clause, such manner of payment shall be deemed practicable by the Trustee.

Subject to the foregoing provisions of this Section, each Security delivered under this Indenture upon registration of transfer of or in exchange for or in lieu of any other Security shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such other Security.

Section 308. Persons Deemed Owners.

Prior to due presentment of a Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name such Security is registered as the owner of such Security for the purpose of receiving payment of principal of and any premium and (subject to Section 307) any interest on such Security and for all other purposes whatsoever, whether or not such Security be overdue, and neither the Company, the Trustee nor any agent of the Company or the Trustee shall be affected by notice to the contrary.

Section 309. Cancellation.

All Securities surrendered for payment, redemption, registration of transfer or exchange or for credit against any sinking fund payment shall, if surrendered to any Person other than the Trustee, be delivered to the Trustee and shall be promptly cancelled by it. The Company may at any time deliver to the Trustee for cancellation any Securities previously authenticated and delivered hereunder which the Company may have acquired in any manner whatsoever, and may deliver to the Trustee (or to any other Person for delivery to the Trustee) for cancellation any Securities previously authenticated hereunder which the Company has not issued and sold, and all Securities so delivered shall be promptly cancelled by the Trustee. No Securities shall be authenticated in lieu of or in exchange for any Securities cancelled as provided in this Section, except as expressly permitted by this Indenture. All cancelled Securities held by the Trustee shall be disposed of as directed by a Company Order; provided, however, that the Trustee shall not be required to destroy such cancelled Securities.

27

Section 310. Computation of Interest.

Except as otherwise specified as contemplated by Section 301 for Securities of any series, interest on the Securities of each series shall be computed on the basis of a 360-day year of twelve 30-day months.

Section 311. CUSIP Numbers.

The Company in issuing the Securities may use “CUSIP” numbers (if then generally in use), and, if so, the Trustee shall use “CUSIP” numbers in notices of redemption as a convenience to Holders; provided that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Securities or as contained in any notice of a redemption and that reliance may be placed only on the other identification numbers printed on the Securities, and any such redemption shall not be affected by any defect in or omission of such numbers.

ARTICLE FOUR

Satisfaction and Discharge

Section 401. Satisfaction and Discharge of Indenture.

This Indenture shall upon Company Request cease to be of further effect (except as to any surviving rights of registration of transfer or exchange of Securities herein expressly provided for), and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when

(1) either

(A) all Securities theretofore authenticated and delivered (other than (i) Securities which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 306 and (ii) Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 1003) have been delivered to the Trustee for cancellation; or

(B) all such Securities not theretofore delivered to the Trustee for cancellation

(i) have become due and payable, or

(ii) will become due and payable at their Stated Maturity within one year, or

(iii) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and the

28

Company, in the case of (i), (ii) or (iii) above, has deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose (I) money in an amount, (II) Government Obligations (as defined in Section 1304) which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than the due date of any payment, money in an amount, or (III) a combination thereof, sufficient, in the case of (II) or (III), in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee to pay and discharge, the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for principal and any premium and interest to the date of such deposit (in the case of Securities which have become due and payable) or to the Stated Maturity or Redemption Date, as the case may be;

(2) the Company has paid or caused to be paid all other sums payable hereunder by the Company; and

(3) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with.

Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 607, the obligations of the Company to any Authenticating Agent under Section 614 and, if money shall have been deposited with the Trustee pursuant to subclause (B) of Clause (1) of this Section, the obligations of the Trustee under Section 402 and the last paragraph of Section 1003 shall survive.

Section 402. Application of Trust Money.

Subject to the provisions of the last paragraph of Section 1003, all money deposited with the Trustee pursuant to Section 401 shall be held in trust and applied by it, in accordance with the provisions of the Securities and this Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of the principal and any premium and interest for whose payment such money has been deposited with the Trustee.

ARTICLE FIVE

Remedies Section

Section 501. Events of Default.

“Event of Default,” wherever used herein with respect to Securities of any series, means any one of the following events (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body), unless it is inapplicable to a particular series or is specifically deleted or modified in the Board Resolution (or action taken pursuant thereto), Officers’ Certificate or supplemental indenture under which such series of Securities is issued or has been deleted or modified in an indenture supplemental hereto:

(1) default in the payment of any interest upon any Security of that series when it becomes due and payable, and continuance of such default for a period of 30 days; provided, however, that if the Company is permitted by the terms of the

29

Securities of such series to defer the payment in question, the date on which such payment is due and payable shall be the date on which the Company is required to make payment following such deferral, if such deferral has been elected pursuant to the terms of the Securities;

(2) default in the payment of the principal of or any premium on any Security of that series at its Maturity;

(3) default in the making of any sinking fund payment, when and as due by the terms of a Security of that series, and continuance of such default for a period of 30 days;

(4) default in the performance, or breach, of any covenant of the Company or any Guarantor in this Indenture (other than a covenant a default in whose performance or whose breach is elsewhere in this Section specifically dealt with or which has expressly been included in this Indenture solely for the benefit of series of Securities other than that series), and continuance of such default or breach for a period of 90 days after there has been given, by registered or certified mail, to the Company or any Guarantor by the Trustee or to the Company or any Guarantor and the Trustee by the Holders of at least 25% in principal amount of the Outstanding Securities of that series a written notice specifying such default or breach and requiring it to be remedied and stating that such notice is a “Notice of Default” hereunder, unless the Holders of a principal amount of Securities of such series not less than the principal amount of Securities the Holders of which gave such notice, as the case may be, shall agree in writing to an extension of such period prior to its expiration; provided, however, that the Holders of such principal amount of Securities of such series, as the case may be, shall be deemed to have agreed to an extension of such period if corrective action is initialized by the Company within such period and is being diligently pursued;

(5) the entry by a court having jurisdiction in the premises of (A) a decree or order for relief in respect of the Company in an involuntary case or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization or other similar law or (B) a decree or order adjudging the Company a bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of the Company under any applicable federal or state law, or appointing a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Company or of any substantial part of its property, or ordering the winding-up or liquidation of its affairs, and the continuance of any such decree or order for relief or any such other decree or order unstayed and in effect for a period of 60 consecutive days;

(6) the commencement by the Company of a voluntary case or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization or other similar law or of any other case or proceeding to be adjudicated a bankrupt or insolvent, or the consent by it to the entry of a decree or order for relief in respect of the Company in an involuntary case or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization or other similar law or to the commencement of any bankruptcy or insolvency case or proceeding against it, or the filing by it of a petition or answer or consent seeking reorganization or relief under any applicable federal or state law, or the consent by it to the filing of such petition or to the appointment of or taking possession by a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Company or of any substantial part of its property, or the making by it of an assignment for the benefit of creditors, or the admission by it in writing of its inability to pay its debts generally as they become due, or the authorization of any such action by the Board of Directors;

30

(7) the default under any debt by the Company or any Subsidiary of the Company that results in the acceleration of the Maturity of such debt or failure to pay any such debt, or failure to pay any such debt at Maturity, in an aggregate amount greater than $25 million or its foreign currency equivalent at the time and such debt is not discharged or the acceleration is not annulled within seven days of written notice of acceleration;

(8) any Note Guarantee of any Significant Subsidiary ceases to be in full force and effect (other than in accordance with the terms of such Note Guarantee and this Indenture) or is declared null and void and unenforceable or found to be invalid by a court of competent jurisdiction or any such Guarantor denies in writing its liability under its Note Guarantee (other than by reason of release of any such Guarantor from its Note Guarantee in accordance with the terms of this Indenture and the Note Guarantee); or

(9) any other Event of Default provided with respect to Securities of that series.

Section 502. Acceleration of Maturity; Rescission and Annulment.

If an Event of Default with respect to Securities of any series at the time outstanding (other than an Event of Default specified in Sections 501(5) and 501(6)) occurs and is continuing, then and in every such case the Trustee, by written notice to the Company, or the Holders of not less than 25% in aggregate principal amount of the then outstanding Securities of that series, by written notice to the Company and the Trustee, may declare the unpaid principal of and accrued and unpaid interest and additional interest, if any, on all the Securities of that series then outstanding (or, if any Securities of that series are Original Issue Discount Securities, such portion of the principal amount of such Securities as may be specified by the terms thereof) to be due and payable. Upon such declaration, such principal amount and accrued and unpaid interest and additional interest, if any, shall become immediately due and payable, notwithstanding anything contained in this Indenture or the Securities to the contrary. If any Event of Default specified in Sections 501(5) and 501(6) occurs, all unpaid principal of, and premium, if any, and accrued and unpaid interest and additional interest, if any, on the Securities then outstanding will automatically become due and payable without any declaration or other act on the part of the Trustee or any Holder of the then outstanding Securities.

At any time after such a declaration of acceleration with respect to Securities of any series has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article provided, the Holders of a majority in aggregate principal amount of the Securities of any specific series, on behalf of the Holders of all the Securities of that series, may waive the Event of Default giving rise to such declaration of acceleration and such Event of Default shall be deemed to have been waived, and such declaration and its consequences shall, without further act, be deemed to have been rescinded and annulled, if:

(1) the Company has paid or deposited with the Trustee a sum sufficient to pay

(A) all overdue interest on all Securities of that series,

(B) the principal of (and premium, if any, on) any Securities of that series which have become due otherwise than by such declaration of acceleration and any interest thereon at the rate or rates prescribed therefor in such Securities,

(C) to the extent that payment of such interest is lawful, interest upon overdue interest at the rate or rates prescribed therefor in such Securities, and

31

(D) all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel;

(2) all Events of Default with respect to Securities of that series, other than the non-payment of the principal, interest and additional interest, if any, of Securities of that series which has become due solely by such declaration of acceleration, have been cured or waived as provided in Section 513; and

(3) the rescission would not conflict with any judgment or decree of any court of competent jurisdiction.

No such rescission shall affect any subsequent Default or Event of Default or impair any right consequent thereto.

Section 503. Collection of Indebtedness and Suits for Enforcement by Trustee.

The Company covenants that if:

(1) Default is made in the payment of any interest on any Security when such interest becomes due and payable and such Default continues for a period of 30 days, or

(2) Default is made in the payment of the principal of (or premium, if any, on) any Security at the Maturity thereof,

the Company will, upon demand of the Trustee, pay to it, for the benefit of the Holders of such Securities, the whole amount then due and payable on such Securities for principal and any premium and interest and, to the extent that payment of such interest shall be legally enforceable, interest on any overdue principal and premium and on any overdue interest, at the rate or rates prescribed therefor in such Securities, and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel.

If an Event of Default with respect to Securities of any series occurs and is continuing, the Trustee may in its discretion proceed to protect and enforce its rights and the rights of the Holders of Securities of such series by such appropriate judicial proceedings as the Trustee shall deem most effectual to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy.

Section 504. Trustee May File Proofs of Claim.

In case of any judicial proceeding relative to the Company (or any other obligor upon the Securities), its property or its creditors, the Trustee shall be entitled and empowered, by intervention in such proceeding or otherwise, to take any and all actions authorized under the Trust Indenture Act in order to have claims of the Holders and the Trustee allowed in any such proceeding. In particular, the Trustee shall be authorized to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee and, in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 607.

32

No provision of this Indenture shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Securities or the rights of any Holder thereof or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding; provided, however, that the Trustee may, on behalf of the Holders, vote for the election of a trustee in bankruptcy or similar official and be a member of a creditors’ or other similar committee.

Section 505. Trustee May Enforce Claims Without Possession of Securities.

All rights of action and claims under this Indenture or the Securities may be prosecuted and enforced by the Trustee without the possession of any of the Securities or the production thereof in any proceeding relating thereto, and any such proceeding instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment shall, after provision for the payment of the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, be for the ratable benefit of the Holders of the Securities in respect of which such judgment has been recovered.

Section 506. Application of Money Collected.

Any money collected by the Trustee pursuant to this Article shall be applied in the following order, at the date or dates fixed by the Trustee and, in case of the distribution of such money on account of principal or any premium or interest, upon presentation of the Securities and the notation thereon of the payment if only partially paid and upon surrender thereof if fully paid:

First: To the payment of all amounts due the Trustee under Section 607;

Second: To the payment of the amounts then due and unpaid for principal of and any premium and interest on the Securities in respect of which or for the benefit of which such money has been collected, ratably, without preference or priority of any kind, according to the amounts due and payable on such Securities for principal and any premium and interest, respectively; and

Third: To the payment of the balance, if any, to the Company or any other Person or Persons legally entitled thereto.

Section 507. Limitation on Suits.

No Holder of any Security of any series shall have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless

(1) such Holder has previously given written notice to the Trustee of a continuing Event of Default with respect to the Securities of that series;

(2) the Holders of not less than a majority in principal amount of the Outstanding Securities of that series shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee hereunder;

33

(3) such Holder or Holders have offered to the Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in compliance with such request;

(4) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute any such proceeding; and

(5) no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Holders of a majority in principal amount of the Outstanding Securities of that series;

it being understood and intended that no one or more of such Holders shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other of such Holders, or to obtain or to seek to obtain priority or preference over any other of such Holders or to enforce any right under this Indenture, except in the manner herein provided and for the equal and ratable benefit of all of such Holders.

Section 508. Unconditional Right of Holders to Receive Principal, Premium and Interest.

Notwithstanding any other provision in this Indenture, the Holder of any Security shall have the right, which is absolute and unconditional, to receive payment of the principal of and any premium and (subject to Section 307) interest on such Security on the respective Stated Maturities expressed in such Security (or, in the case of redemption, on the Redemption Date) and to institute suit for the enforcement of any such payment, and such rights shall not be impaired without the consent of such Holder.

Section 509. Restoration of Rights and Remedies.

If the Trustee or any Holder has instituted any proceeding to enforce any right or remedy under this Indenture and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Trustee or to such Holder, then and in every such case, subject to any determination in such proceeding, the Company, the Trustee and the Holders shall be restored severally and respectively to their former positions hereunder and thereafter all rights and remedies of the Trustee and the Holders shall continue as though no such proceeding had been instituted.

Section 510. Rights and Remedies Cumulative.

Except as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities in the last paragraph of Section 306, no right or remedy herein conferred upon or reserved to the Trustee or to the Holders is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.

Section 511. Delay or Omission Not Waiver.

No delay or omission of the Trustee or of any Holder of any Securities to exercise any right or remedy accruing upon any Event of Default shall impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein.

34

Every right and remedy given by this Article or by law to the Trustee or to the Holders may be exercised from time to time, and as often as may be deemed expedient, by the Trustee or by the Holders, as the case may be.

Section 512. Control by Holders.

The Holders of a majority in principal amount of the Outstanding Securities of any series shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee, with respect to the Securities of such series; provided that

(1) such direction shall not be in conflict with any rule of law or with this Indenture,

(2) the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction, and

(3) subject to the provisions of Section 601, the Trustee shall have the right to decline to follow any such direction if the Trustee in good faith shall, by a Responsible Officer or Officers of the Trustee, determine that the proceeding so directed would involve the Trustee in personal liability.

Section 513. Waiver of Past Defaults.

The Holders of not less than a majority in aggregate principal amount of the Outstanding Securities of each series with respect to which any Default under the Indenture shall have occurred and be continuing (including consents obtained in connection with a tender offer or exchange offer for Securities of such series) may, on behalf of the Holders of all Securities of all such series, waive such past Default or Event of Default under the Indenture and its consequences, except a Default

(1) in the payment of the principal of or any premium or interest on any Security of such series (other than the non-payment of principal of, premium, if any, interest and additional interest, if any, on the Securities of such series that has become due solely by virtue of an acceleration that has been duly rescinded as provided above); or

(2) in respect of a covenant or provision hereof which under Article Nine cannot be modified or amended without the consent of the Holder of each Outstanding Security of the series affected.

Upon any such waiver, such Default shall cease to exist and be deemed not to have occurred, and any Event of Default arising therefrom shall be deemed to have been cured and not to have occurred, for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon.

Section 514. Undertaking for Costs.

In any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the Trustee for any action taken, suffered or omitted by it as Trustee, a court may require any party litigant in such suit to file an undertaking to pay the costs of such suit, and may assess costs against any such party litigant, in the manner and to the extent provided in the Trust Indenture Act; provided that neither this Section nor the Trust Indenture Act shall be deemed to authorize any court to require such an undertaking or to make such an assessment in any suit instituted by the Company or the Trustee.

35

Section 515. Waiver of Stay or Extension Laws.

The Company covenants (to the extent that it may lawfully do so) that it will not at any time insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay or extension law wherever enacted, now or at any time hereafter in force, which may affect the covenants or the performance of this Indenture; and the Company (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law and covenants that it will not hinder, delay or impede the execution of any power herein granted to the Trustee, but will suffer and permit the execution of every such power as though no such law had been enacted.

ARTICLE SIX

The Trustee

Section 601. Certain Duties and Responsibilities.

The duties and responsibilities of the Trustee shall be as provided by the Trust Indenture Act. Notwithstanding the foregoing, no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section.

Section 602. Notice of Defaults.

If a Default occurs hereunder with respect to Securities of any series, the Trustee shall, within 60 days of the occurrence of any Default, give the Holders of Securities of such series notice of such Default provided by the Trust Indenture Act; provided, however, that in the case of any Default of the character specified in Section 501(4) with respect to Securities of such series, no such notice to Holders shall be given until at least 30 days after the occurrence thereof; provided, further, that, except in the case of a Default in the payment of the principal of (or premium, if any), or interest, if any, on, or additional interest or any sinking fund or purchase fund installment with respect to, any Security of such series, the Trustee shall be protected in withholding such notice if and so long as the Board of Directors, the executive committee or a trust committee of Directors and/or Responsible Officers of the Trustee in good faith determine that the withholding of such notice is in the best interest of the Holders of Securities of such series.

Section 603. Certain Rights of Trustee.

Subject to the provisions of Section 601:

(1) the Trustee may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties;

(2) any request or direction of the Company mentioned herein shall be sufficiently evidenced by a Company Request or Company Order or as otherwise expressly provided herein, and any resolution of the Board of Directors shall be sufficiently evidenced by a Board Resolution;

36

(3) whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon an Officers’ Certificate;

(4) the Trustee may consult with counsel of its selection and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon;

(5) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders pursuant to this Indenture, unless such Holders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction;

(6) the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled, at reasonable times previously notified to the Company, to examine the relevant books, records and premises of the Company, personally or by agent or attorney; and

(7) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder.

Section 604. Not Responsible for Recitals or Issuance of Securities.

The recitals contained herein and in the Securities, except the Trustee’s certificates of authentication, shall be taken as the statements of the Company, and neither the Trustee nor any Authenticating Agent assumes any responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of this Indenture or of the Securities. Neither the Trustee nor any Authenticating Agent shall be accountable for the use or application by the Company of Securities or the proceeds thereof.

Section 605. May Hold Securities.

The Trustee, any Authenticating Agent, any Paying Agent, any Security Registrar or any other agent of the Company, in its individual or any other capacity, may become the owner or pledgee of Securities and, subject to Sections 608 and 613, may otherwise deal with the Company with the same rights it would have if it were not Trustee, Authenticating Agent, Paying Agent, Security Registrar or such other agent.

37

Section 606. Money Held in Trust.

Money held by the Trustee in trust hereunder need not be segregated from other funds except to the extent required by law. The Trustee shall be under no liability for interest on any money received by it hereunder except as otherwise agreed in writing with the Company.

Section 607. Compensation and Reimbursement.

The Company agrees:

(1) to pay to the Trustee from time to time such compensation as shall be agreed to in writing between the Company and the Trustee for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust);

(2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence, willful misconduct or bad faith; and

(3) to indemnify the Trustee (which for the purposes of this Section 607 shall include its officers, directors, employees and agents) for, and to hold it harmless against, any loss, liability or expense incurred without negligence, willful misconduct or bad faith on its part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunder and in connection with its actions as Conversion Agent for any series of Securities for which it is designed as such pursuant to Section 301, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties under this Indenture.

The Trustee shall have a lien prior to the Securities upon all property and funds held by it hereunder for any amount owing it or any predecessor Trustee pursuant to this Section 607, except with respect to funds held in trust for the benefit of the Holders of particular Securities.

Without limiting any rights available to the Trustee under applicable law, when the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(5) or Section 501(6), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable federal or state bankruptcy, insolvency or other similar law.

The provisions of this Section shall survive the termination of this Indenture or the resignation or removal of the Trustee.

In no event shall the Trustee be liable for any indirect, special, punitive or consequential loss or damage of any kind whatsoever, including, but not limited to, lost profits, even if the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.

In no event shall the Trustee be liable for any failure or delay in the performance of its obligations hereunder because of circumstances beyond its control, including, but not limited to, acts of God, flood, war (whether declared or undeclared), terrorism, fire, riot, embargo, government action, including any laws, ordinances, regulations, governmental action or the like which delay, restrict or prohibit the providing of the services contemplated by this Indenture.

38

Section 608. Conflicting Interests.

If the Trustee has or shall acquire a conflicting interest within the meaning of the Trust Indenture Act, the Trustee shall either eliminate such interest or resign, to the extent and in the manner provided by, and subject to the provisions of, the Trust Indenture Act and this Indenture. To the extent permitted by such Act, the Trustee shall not be deemed to have a conflicting interest by virtue of being a trustee under this Indenture with respect to Securities of more than one series.

Section 609. Corporate Trustee Required; Eligibility.

There shall at all times be a Trustee hereunder with respect to the Securities of each series, which may be Trustee hereunder for Securities of one or more other series. Each Trustee shall be a Person that is eligible pursuant to the Trust Indenture Act to act as such and has a combined capital and surplus of at least $50,000,000. If any such Person publishes reports of condition at least annually, pursuant to law or to the requirements of its supervising or examining authority, then for the purposes of this Section and to the extent permitted by the Trust Indenture Act, the combined capital and surplus of such Person shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time the Trustee with respect to the Securities of any series shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect hereinafter specified in this Article.

Section 610. Resignation and Removal; Appointment of Successor.

No resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor Trustee in accordance with the applicable requirements of Section 611.

The Trustee may resign at any time with respect to the Securities of one or more series by giving written notice thereof to the Company. If the instrument of acceptance by a successor Trustee required by Section 611 shall not have been delivered to the Trustee within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee with respect to the Securities of such series.

The Trustee may be removed at any time with respect to the Securities of any series by Act of the Holders of a majority in principal amount of the Outstanding Securities of such series, delivered to the Trustee and to the Company.

If at any time:

(1) the Trustee shall fail to comply with Section 608 after written request therefor by the Company or by any Holder who has been a bona fide Holder of a Security for at least six months, or

(2) the Trustee shall cease to be eligible under Section 609 and shall fail to resign after written request therefor by the Company or by any such Holder, or

(3) the Trustee shall become incapable of acting or shall be adjudged a bankrupt or insolvent or a receiver of the Trustee or of its property shall be appointed or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then, in any such case, (A) the Company by a Board Resolution may remove the Trustee with respect to all Securities, or (B) subject to Section 514, any Holder who has been a bona fide Holder of a Security for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee with respect to all Securities and the appointment of a successor Trustee or Trustees.

39

If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, with respect to the Securities of one or more series, the Company, by a Board Resolution, shall promptly appoint a successor Trustee or Trustees with respect to the Securities of that or those series (it being understood that any such successor Trustee may be appointed with respect to the Securities of one or more or all of such series and that at any time there shall be only one Trustee with respect to the Securities of any particular series) and shall comply with the applicable requirements of Section 611. If, within one year after such resignation, removal or incapability, or the occurrence of such vacancy, a successor Trustee with respect to the Securities of any series shall be appointed by Act of the Holders of a majority in principal amount of the Outstanding Securities of such series delivered to the Company and the retiring Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance of such appointment in accordance with the applicable requirements of Section 611, become the successor Trustee with respect to the Securities of such series and to that extent supersede the successor Trustee appointed by the Company. If no successor Trustee with respect to the Securities of any series shall have been so appointed by the Company or the Holders and accepted appointment in the manner required by Section 611, any Holder who has been a bona fide Holder of a Security of such series for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor Trustee with respect to the Securities of such series.

The Company shall give notice of each resignation and each removal of the Trustee with respect to the Securities of any series and each appointment of a successor Trustee with respect to the Securities of any series to all Holders of Securities of such series in the manner provided in Section 106. Each notice shall include the name of the successor Trustee with respect to the Securities of such series and the address of its Corporate Trust Office.

Section 611. Acceptance of Appointment by Successor.

In case of the appointment hereunder of a successor Trustee with respect to all Securities, every such successor Trustee so appointed shall execute, acknowledge and deliver to the Company and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on the request of the Company or the successor Trustee, such retiring Trustee shall, upon payment of its charges, execute and deliver an instrument transferring to such successor Trustee all the rights, powers and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder.

In case of the appointment hereunder of a successor Trustee with respect to the Securities of one or more (but not all) series, the Company, the retiring Trustee and each successor Trustee with respect to the Securities of one or more series shall execute and deliver an indenture supplemental hereto wherein each successor Trustee shall accept such appointment and which (1) shall contain such provisions as shall be necessary or desirable to transfer and confirm to, and to vest in, each successor Trustee all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series to which the appointment of such successor Trustee relates, (2) if the retiring Trustee is not retiring with respect to all Securities, shall contain such provisions as shall be deemed necessary or desirable to confirm that all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series as to which the retiring Trustee is not retiring shall continue to be vested in the retiring Trustee, and

40

(3) shall add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, it being understood that nothing herein or in such supplemental indenture shall constitute such Trustees co-trustees of the same trust and that each such Trustee shall be trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder administered by any other such Trustee; and upon the execution and delivery of such supplemental indenture the resignation or removal of the retiring Trustee shall become effective to the extent provided therein and each such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series to which the appointment of such successor Trustee relates; but, on request of the Company or any successor Trustee, such retiring Trustee shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder with respect to the Securities of that or those series to which the appointment of such successor Trustee relates.

Upon request of any such successor Trustee, the Company shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor Trustee all such rights, powers and trusts referred to in the first or second preceding paragraph, as the case may be.

No successor Trustee shall accept its appointment unless at the time of such acceptance such successor Trustee shall be qualified and eligible under this Article.

Section 612. Merger, Conversion, Consolidation or Succession to Business.

Any corporation into which the Trustee may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any corporation succeeding to all or substantially all the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, provided that such corporation shall be otherwise qualified and eligible under this Article, without the execution or filing of any paper or any further act on the part of any of the parties hereto. In case any Securities shall have been authenticated, but not delivered, by the Trustee then in office, any successor by merger, conversion or consolidation to such authenticating Trustee may adopt such authentication and deliver the Securities so authenticated with the same effect as if such successor Trustee had itself authenticated such Securities.

Section 613. Preferential Collection of Claims Against Company.

If and when the Trustee shall be or become a creditor of the Company (or any other obligor upon the Securities), the Trustee shall be subject to the provisions of the Trust Indenture Act regarding the collection of claims against the Company (or any such other obligor).

Section 614. Appointment of Authenticating Agent.

The Trustee may appoint an Authenticating Agent or Agents acceptable to the Company with respect to one or more series of Securities which shall be authorized to act on behalf of the Trustee to authenticate Securities of such series issued upon exchange, registration of transfer or partial redemption thereof or pursuant to Section 306, and Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities by the Trustee or the Trustee’s certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent

41

shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by federal or state authority. If such Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section.

Any corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided that such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent.

An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent which shall be acceptable to the Company and shall give notice of such appointment in the manner provided in Section 106 to all Holders of Securities of the series with respect to which such Authenticating Agent will serve. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section.

The Company agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section.

If an appointment with respect to one or more series is made pursuant to this Section, the Securities of such series may have endorsed thereon, in addition to the Trustee’s certificate of authentication, an alternative certificate of authentication in the following form:

This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture.

, as Trustee

By:
	As Authenticating Agent
By:
	As Authenticating Agent

42

ARTICLE SEVEN

Holders’ Lists and Reports by Trustee and Company

Section 701. Company to Furnish Trustee Names and Addresses of Holders.

The Company will furnish or cause to be furnished to the Trustee:

(1) 15 days after each Regular Record Date, a list, in such form as the Trustee may reasonably require, of the names and addresses of the Holders of Securities of each series as of such Regular Record Date; and

(2) at such other times as the Trustee may request in writing, within 30 days after the receipt by the Company of any such request, a list of similar form and content as of a date not more than 15 days prior to the time such list is furnished;

excluding from any such list names and addresses received by the Trustee in its capacity as Security Registrar.

Section 702. Preservation of Information; Communications to Holders.

The Trustee shall preserve, in as current a form as is reasonably practicable, the names and addresses of Holders contained in the most recent list furnished to the Trustee as provided in Section 701 and the names and addresses of Holders received by the Trustee in its capacity as Security Registrar. The Trustee may destroy any list furnished to it as provided in Section 701 upon receipt of a new list so furnished.

The rights of Holders to communicate with other Holders with respect to their rights under this Indenture or under the Securities, and the corresponding rights and privileges of the Trustee, shall be as provided by the Trust Indenture Act.

Every Holder of Securities, by receiving and holding the same, agrees with the Company and the Trustee that neither the Company nor the Trustee nor any agent of either of them shall be held accountable by reason of any disclosure of information as to names and addresses of Holders made pursuant to the Trust Indenture Act.

Section 703. Reports by Trustee.

The Trustee shall transmit to Holders such reports concerning the Trustee and its actions under this Indenture as may be required pursuant to the Trust Indenture Act at the times and in the manner provided pursuant thereto. If required by Section 313(a) of the Trust Indenture Act, the Trustee shall, within 60 days after each October 1 following the date of this Indenture, deliver to Holders a brief report, dated as of such October 1, which complies with the provisions of such Section 313(a).

A copy of each such report shall, at the time of such transmission to Holders, be filed by the Trustee with each stock exchange upon which any Securities are listed, with the Commission and with the Company. The Company will promptly notify the Trustee when any Securities are listed on any stock exchange.

43

Section 704. Reports by Company.

The Company shall deliver to the Trustee, no later than fifteen (15) days after the date such report is required to be filed with the Commission pursuant to the Exchange Act (after giving effect, to the extent applicable, any extension permitted by Rule 12b–25 under the Exchange Act), a copy of each report (or copies of such portions of such report as the Commission may from time to time by rules and regulations prescribe) the Company is required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act; provided, however, that the Company shall not be required to deliver to the Trustee any material for which the Company has sought and received confidential treatment by the Commission; provided further, each such report will be deemed to be so delivered to the Trustee at the time such report is filed with the Commission through the Commission’s EDGAR database. The Company also shall comply with the provisions of Trust Indenture Act §314(a).

ARTICLE EIGHT

Consolidation, Merger, Conveyance or Transfer

Section 801. Company May Consolidate, Etc., on Certain Terms.

Nothing contained in this Indenture or in any of the Securities shall prevent any consolidation, amalgamation or merger of the Company with or into any other Person or Persons (whether or not affiliated with the Company), or successive consolidations or mergers in which the Company or its successor or successors shall be a party or parties, or shall prevent any sale, assignment, conveyance, transfer or lease of the properties and assets of the Company as an entirety or substantially as an entirety to any other Person (whether or not affiliated with the Company) lawfully entitled to acquire the same; provided, however, the Company hereby covenants and agrees, that it shall not, in a single transaction or series of related transactions, consolidate, amalgamate or merge with or into any other Person or Persons, or sell, assign, convey, transfer or lease its properties and assets as an entirety or substantially as an entirety unless (i) the due and punctual payment of the principal of and premium, if any, and interest on all of the Securities, according to their tenor, and the due and punctual performance and observance of all of the covenants and conditions of this Indenture and any Securities hereunder to be performed by the Company, shall be expressly assumed, by indenture supplemental hereto, in form reasonably satisfactory to the Trustee, executed and delivered to the Trustee by the Person (if other than the Company) formed by such consolidation, or into which the Company shall have been merged, or by the Person which shall have acquired such properties and assets, (ii) the Company shall be the continuing corporation or the Person, if other than the Company, formed by such consolidation or with which or into which the Company is merged or the Person or group of affiliated Persons to which all or substantially all the Company’s properties and assets are sold, assigned, conveyed, transferred or leased is a corporation organized and existing under the laws of the United States and any of its states or the District of Columbia, (iii) immediately after giving effect to the transaction, there shall be no Default under this Indenture and (iv) the Company shall deliver to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, sale, assignment, merger, conveyance, transfer or lease and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply with this Article and that all conditions precedent herein provided for relating to such transaction have been complied with.

Section 802. Successor Substituted.

Upon any consolidation of the Company with, or merger of the Company into, any other Person or any sale, assignment, conveyance, transfer or lease of the properties and assets of the Company as an entirety or substantially as an entirety in accordance with Section 801, the successor Person formed by such consolidation or into which the Company is merged or to which such sale,

44

assignment, conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture and the Securities with the same effect as if such successor Person had been named as the Company herein, and thereafter the predecessor Person, except in the case of a lease, shall be relieved of all obligations and covenants under this Indenture and the Securities.

ARTICLE NINE

Supplemental Indentures

Section 901. Supplemental Indentures Without Consent of Holders.

Without the consent of any Holders, the Company or the Guarantors, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form reasonably satisfactory to the Trustee, for any of the following purposes:

(1) to evidence the succession of another Person to the Company or a Guarantor and the assumption by any such successors of the respective obligations of the Company or a Guarantor, as the case may be, herein and in the Securities and Note Guarantees in accordance with Articles Eight and Fifteen of this Indenture;

(2) to cure any ambiguity, defect, omission or inconsistency or make any other changes in the provisions of the Indenture which the Company or a Guarantor may deem necessary or desirable, provided such amendment does not materially and adversely affect the rights of Holders of Securities of any series;

(3) to provide for uncertificated Securities in addition to or in place of certificated Securities;

(4) to provide for the assumption of the Company’s obligations to Holders of Securities in the circumstances required under Article Eight of this Indenture;

(5) to provide for exchange rights of Holders of Securities in certain events permitted under this Indenture;

(6) to add Note Guarantees with respect to the Securities;

(7) to secure any series of Securities;

(8) to add to the covenants of the Company and/or the Guarantors for the benefit of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series) or to surrender any right or power herein conferred upon the Company or the Guarantors with respect to all or any series of Securities and if such right or power is to be surrendered with respect to less than all series of Securities, stating that the surrender is solely with respect to such series;

(9) to add any additional Events of Default for the benefit of the Holders of all or any series of Securities (and if such additional Events of Default are to be for the benefit of less than all series of Securities, stating that such additional Events of Default are expressly being included solely for the benefit of such series);

45

(10) to add to or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to facilitate the issuance of Securities in uncertificated form;

(11) to add to, change or eliminate any of the provisions of this Indenture in respect of one or more series of Securities; provided that any such addition, change or elimination (A) shall neither (i) apply to any Security of any series created prior to the execution of such supplemental indenture and entitled to the benefit of such provision nor (ii) modify the rights of the Holder of any such Security with respect to such provision or (B) shall become effective only when there is no such Security Outstanding;

(12) to establish the form or terms of Securities of any series as permitted by Sections 201 and 301;

(13) to comply with the provisions of any clearing agency, clearing corporation or clearing system, or the requirements of the Trustee or the Security Registrar with respect to the provisions of this Indenture or any series of Securities relating to transfers and exchange of such Securities;

(14) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 611;

(15) to conform this Indenture to the description of any series of Securities contained in the relevant prospectus supplement or other offering document therefor;

(16) to provide for the release of the Guarantor in respect of a Note Guarantee pursuant to Article Fifteen;

(17) to make any change that would provide any additional rights or benefits to the Holders of Securities of any series or that does not adversely affect the legal rights under the Indenture of any such Holder; or

(18) to comply with the requirements of the Commission in order to effect or maintain the qualification of the Indenture under the Trust Indenture Act.

Section 902. Supplemental Indentures With Consent of Holders.

With the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of each series affected by such supplemental indenture (including consents obtained in connection with a tender offer or exchange offer for Securities of such series) by Act of said Holders delivered to the Company and the Trustee, the Company, when authorized by a Board Resolution, and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture, or modifying in any manner the rights of the Holders of Securities under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby,

46

(1) change the Stated Maturity or fixed Maturity of the principal of, or any installment of principal of or interest on, any Security, or reduce the principal amount thereof or the rate or change the time or place of payment of interest thereon or any premium payable upon the redemption thereof, or reduce the amount of the principal of an Original Issue Discount Security or any other Security which would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 502 or change the coin or currency in which any Security or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date);

(2) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain Defaults hereunder and their consequences) provided for in this Indenture;

(3) modify any of the provisions of this Section, Section 513 or Section 1006, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby; provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section and Section 1006, or the deletion of this proviso, in accordance with the requirements of Sections 611 and 901(14);

(4) waive a Default in the payment of principal of, premium, if any, interest or additional interest, if any, on any Securities (except a rescission of acceleration of the Securities by the Holders of at least a majority in aggregate principal amount of such Securities and a waiver of the payment Default that resulted from such acceleration);

(5) modify any of the provisions of this Indenture relating to the rights of Holders of Securities to receive payments of principal of, premium, if any, or interest or additional interest, if any, on the Securities;

(6) change the ability of Holders of Securities to enforce their rights under this Indenture or the foregoing provisions of this section or this Section 902(6);

(7) modify the ranking provisions of the Indenture in a manner adverse to the Holders of Securities; or

(8) make any other change specified in a prospectus supplement or other offering document relating to the Securities of that series.

A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series.

It shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof.

47

Section 903. Execution of Supplemental Indentures.

In executing, or accepting the additional trusts created by, any supplemental indenture permitted by this Article or the modifications thereby of the trusts created by this Indenture, the Trustee shall be entitled to receive, and (subject to Section 601) shall be fully protected in relying upon, an Opinion of Counsel stating that the execution of such supplemental indenture is authorized or permitted by this Indenture. The Trustee may, but shall not be obligated to, enter into any such supplemental indenture which affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise.

Section 904. Effect of Supplemental Indentures.

Upon the execution of any supplemental indenture under this Article, this Indenture shall be modified in accordance therewith, and such supplemental indenture shall form a part of this Indenture for all purposes; and every Holder of Securities theretofore or thereafter authenticated and delivered hereunder shall be bound thereby.

Section 905. Conformity with Trust Indenture Act.

Every supplemental indenture executed pursuant to this Article shall conform to the requirements of the Trust Indenture Act.

Section 906. Reference in Securities to Supplemental Indentures.

Securities of any series authenticated and delivered after the execution of any supplemental indenture pursuant to this Article may, and shall if required by the Trustee, bear a notation in form approved by the Trustee as to any matter provided for in such supplemental indenture. If the Company shall so determine, new Securities of any series so modified as to conform, in the opinion of the Trustee and the Company, to any such supplemental indenture may be prepared and executed by the Company and authenticated and delivered by the Trustee in exchange for Outstanding Securities of such series.

ARTICLE TEN

Covenants

Section 1001. Payment of Principal, Premium and Interest.

The Company covenants and agrees for the benefit of each series of Securities that it will duly and punctually pay the principal of and any premium and interest on the Securities of that series in accordance with the terms of the Securities and this Indenture.

Section 1002. Maintenance of Office or Agency.

The Company will maintain in each Place of Payment for any series of Securities an office or agency where Securities of that series may be presented or surrendered for payment, where Securities of that series may be surrendered for registration of transfer or exchange and where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, and the Company hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands.

48

The Company may also from time to time designate one or more other offices or agencies where the Securities of one or more series may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an office or agency in each Place of Payment for Securities of any series for such purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency.

Section 1003. Money for Securities Payments to Be Held in Trust.

If the Company shall at any time act as its own Paying Agent with respect to any series of Securities, it will, on or before each due date of the principal of or any premium or interest on any of the Securities of that series, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal and any premium and interest so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided and will promptly notify the Trustee of its action or failure so to act.

Whenever the Company shall have one or more Paying Agents for any series of Securities, it will, on or prior to each due date of the principal of or any premium or interest on any Securities of that series, deposit with a Paying Agent a sum sufficient to pay such amount, such sum to be held as provided by the Trust Indenture Act, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of its action or failure so to act.

The Company will cause each Paying Agent for any series of Securities other than the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section, that such Paying Agent will (1) comply with the provisions of the Trust Indenture Act applicable to it as a Paying Agent and (2) during the continuance of any Default by the Company (or any other obligor upon the Securities of that series) in the making of any payment in respect of the Securities of that series, upon the written request of the Trustee, forthwith pay to the Trustee all sums held in trust by such Paying Agent for payment in respect of the Securities of that series.

The Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust hereunder by the Company or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such money.

Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal of or any premium or interest on any Security of any series and remaining unclaimed for two years after such principal, premium or interest has become due and payable shall be paid to the Company on Company Request, or (if then held by the Company) shall be discharged from such trust; and the Holder of such Security shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Company cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in the Borough of Manhattan, The City of New York, New York, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the Company.

49

Section 1004. Limitation on Liens.

The Company will not, and will not permit any of its Subsidiaries to, while any of the Securities remain Outstanding, create, or suffer to be created or to exist, any Lien upon any Principal Property of the Company or any Subsidiary, whether now owned or hereafter acquired, to secure any indebtedness for borrowed money of the Company, unless it shall make effective provision whereby the Securities then Outstanding shall be secured by such Lien equally and ratably with any and all indebtedness for borrowed money thereby secured so long as any such indebtedness shall be so secured; provided, however, that nothing in this Section shall be construed to prevent the Company from creating, or permitting any of its Subsidiaries to create, or from suffering to be created or to exist, any Lien, or any agreements, with respect to:

(1) any purchase money Lien upon any Principal Property hereafter acquired by the Company or any of its Subsidiaries, or any Lien existing on any Principal Property at the time of the acquisition thereof (including any Lien which exists on any Principal Property of a Person which is consolidated with or merged with or into the Company or any of its Subsidiaries or which transfers or leases all or substantially all of its properties to the Company or any of its Subsidiaries), or conditional sales agreements or other title retention agreements and leases in the nature of title retention agreements with respect to any Principal Property hereafter acquired; provided, however, that no such Lien shall extend to or cover any other property of the Company or its Subsidiaries;

(2) any Lien upon any Principal Property of the Company or its Subsidiaries existing as of the date of the initial issuance of a series of Securities; Liens for taxes or assessments or other governmental charges or levies; pledges or deposits to secure obligations under worker’s compensation laws, unemployment insurance and other social security legislation, including liens of judgments thereunder which are not currently dischargeable; pledges or deposits or similar Liens to secure performance in connection with bids, tenders, contracts (other than contracts for the payment of money) or leases to which the Company or any of its Subsidiaries is a party; pledges or deposits or similar Liens to secure public or statutory obligations of the Company or any of its Subsidiaries; builders’, materialmen’s, mechanics’, carriers’, warehousemen’s, workers’, repairmen’s, operators’, landlords’ or other like Liens in the ordinary course of business, or deposits to obtain the release of such Liens; pledges or deposits to secure, or in lieu of, surety, stay, appeal, indemnity, customs, performance or return-of-money bonds; other pledges or deposits for similar purposes in the ordinary course of business; Liens created by or resulting from any litigation or proceeding which at the time is being contested in good faith by appropriate proceedings; Liens incurred in connection with the issuance of bankers’ acceptances and lines of credit, bankers’ liens or rights of offset and any security given in the ordinary course of business to banks or others to secure any indebtedness payable on demand or maturing within 12 months of the date that such indebtedness is originally incurred; Liens on or with respect to coal, gas, hydrocarbon or mineral properties not fully developed securing Indebtedness, the proceeds of which are used to finance or refinance the development of such properties; Liens on or with respect to mineral rights held under option but not owned by the Company or any of its Subsidiaries; Liens on or with respect to ores, concentrates, metals or other raw materials or products incurred in the ordinary course of business in connection with the importation, purchase or sale thereof; any Lien in favor of the Company or any Affiliate of the Company; Liens incurred in connection with repurchase, swap or other similar agreements (including, without limitation, commodity price, currency exchange and interest rate protection agreements); leases made, or existing on property acquired, in the ordinary course of business; Liens securing industrial revenue or pollution control bonds; Liens on any property arising in connection with any defeasance, covenant defeasance or in-substance defeasance of indebtedness of the Company, including the Securities; Liens

50

created in connection with, and created to secure, a non-recourse obligation; zoning restrictions, easements, licenses, rights-of-way, restrictions on the use of property or minor irregularities in title thereto, which do not, in the opinion of the Company, materially impair the use of such property in the operation of the business of the Company or its Subsidiaries or the value of such property for the purpose of such business;

(3) any Lien securing indebtedness which may be issued by the Company in connection with a consolidation or merger of the Company with or into any other Person (which may be an Affiliate of the Company) in exchange for or otherwise in substitution for secured indebtedness of such Person (“Third Party Debt”) which by its terms (i) is secured by a Lien on all or a portion of the property of such Person, (ii) prohibits secured indebtedness from being incurred by such Person, unless the Third Party Debt shall be secured equally and ratably with such secured indebtedness or (iii) prohibits secured indebtedness from being incurred by such Person;

(4) any Lien securing indebtedness of any Person which is required to be assumed by the Company in connection with a consolidation or merger of such Person, with respect to which any property of the Company is subjected to a Lien;

(5) any Lien upon any Principal Property acquired, constructed, developed or improved by the Company or any of its Subsidiaries (whether alone or in association with others) after the date of the Indenture which are created prior to, at the time of, or within 18 months after such acquisition (or in the case of property constructed, developed or improved, after the completion of such construction, development or improvement and commencement of full commercial operation of such property, whichever is later) to secure or provide for the payment of any part of the purchase price or cost thereof; provided that in the case of such construction, development or improvement the Liens shall not apply to any property theretofore owned by the Company or any of its Subsidiaries other than theretofore unimproved real property;

(6) the replacement, extension or renewal (or successive replacements, extensions or renewals), as a whole or in part, of any Lien, or of any agreement, referred to above in clauses (1) through (5) inclusive, or the replacement, extension or renewal (not exceeding the principal amount of indebtedness secured thereby together with any premium, interest, fee or expense payable in connection with any such replacement, extension or renewal) of the indebtedness secured thereby; provided that such replacement, extension or renewal is limited to all or a part of the same property that secured the Lien replaced, extended or renewed (plus improvements thereon or additions or accessions thereto); or

(7) any other Lien not excepted by the foregoing clauses (1) through (6); provided that immediately after the creation or assumption of such Lien, the aggregate principal amount of indebtedness for borrowed money of the Company secured by all Liens created or assumed under the provisions of clause (1) through (7) shall not exceed an amount equal to 15% of the Company’s Consolidated Net Tangible Assets.

Section 1005. Statement by Officers as to Default.

The Company shall deliver to the Trustee, on or before October 15 of each calendar year or on or before such other day in each calendar year as the Company and the Trustee may from time to time agree upon, an Officers’ Certificate, stating whether or not to the best knowledge of the signers thereof the Company is in Default in the performance and observance of any of the terms, provisions and conditions of this Indenture (without regard to any period of grace or requirement of notice provided hereunder) and,

51

if the Company shall be in Default, specifying all such Defaults and Events of Default and the nature and status thereof of which they may have knowledge. In addition, the Company shall deliver to the Trustee prompt written notice of the occurrence of any Default or Event of Default.

Section 1006. Waiver of Certain Covenants.

Except as otherwise specified as contemplated by Section 301 for Securities of such series, the Company may, with respect to the Securities of any series, omit in any particular instance to comply with any term, provision or condition set forth in any covenant provided pursuant to Section 301(19) or 901(9) for the benefit of the Holders of such series or in Section 1004 if before the time for such compliance the Holders of not less than a majority in principal amount of the Outstanding Securities of such series shall, by Act of such Holders (including a waiver obtained in connection with a tender offer or exchange offer for Securities of such series), either waive such compliance in such instance or generally waive compliance with such term, provision or condition, but no such waiver shall extend to or affect such term, provision or condition except to the extent so expressly waived, and, until such waiver shall become effective, the obligations of the Company and the duties of the Trustee in respect of any such term, provision or condition shall remain in full force and effect.

Section 1007. Calculation of Original Issue Discount.

The Company shall file with the Trustee promptly after the end of each calendar year a written notice specifying the amount of original issue discount (including daily rates and accrual periods) accrued on Outstanding Securities as of the end of such year.

ARTICLE ELEVEN

Redemption of Securities Section

Section 1101. Applicability of Article.

Securities of any series which are redeemable before their Stated Maturity shall be redeemable in accordance with their terms and (except as otherwise specified as contemplated by Section 301 for such Securities) in accordance with this Article.

Section 1102. Election to Redeem; Notice to Trustee.

The election of the Company to redeem any Securities shall be evidenced by a Board Resolution or in another manner specified as contemplated by Section 301 for such Securities. In case of any redemption at the election of the Company, the Company shall, at least 45 days prior to the Redemption Date fixed by the Company (unless a shorter notice shall be satisfactory to the Trustee), notify the Trustee of such Redemption Date, of the principal amount of Securities of such series to be redeemed and, if applicable, of the tenor of the Securities to be redeemed. In the case of any redemption of Securities (a) prior to the expiration of any restriction on such redemption provided in the terms of such Securities or elsewhere in this Indenture, or (b) pursuant to an election of the Company which is subject to a condition specified in the terms of such Securities or elsewhere in this Indenture, the Company shall furnish the Trustee with an Officers’ Certificate evidencing compliance with such restriction or condition.

Section 1103. Selection by Trustee of Securities to Be Redeemed.

If less than all the Securities of any series are to be redeemed (unless all the Securities of such series and of a specified tenor are to be redeemed or unless such redemption affects only a single Security), the particular Securities to be redeemed shall be selected

52

not more than 60 days prior to the Redemption Date by the Trustee, from the Outstanding Securities of such series not previously called for redemption, by such method as the Trustee shall deem fair and appropriate and which may provide for the selection for redemption of a portion of the principal amount of any Security of such series; provided that the unredeemed portion of the principal amount of any Security shall be in an authorized denomination (which shall not be less than the minimum authorized denomination) for such Security. If less than all the Securities of such series and of a specified tenor are to be redeemed (unless such redemption affects only a single Security), the particular Securities to be redeemed shall be selected not more than 60 days prior to the Redemption Date by the Trustee, from the Outstanding Securities of such series and specified tenor not previously called for redemption in accordance with the preceding sentence. The Trustee shall promptly notify the Company in writing of the Securities selected for redemption as aforesaid and, in the case of any Securities selected for partial redemption as aforesaid, the principal amount thereof to be redeemed.

The provisions of the two preceding paragraphs shall not apply with respect to any redemption affecting only a single Security, whether such Security is to be redeemed in whole or in part. In the case of any such redemption in part, the unredeemed portion of the principal amount of the Security shall be in an authorized denomination (which shall not be less than the minimum authorized denomination) for such Security.

For all purposes of this Indenture, unless the context otherwise requires, all provisions relating to the redemption of Securities shall relate, in the case of any Securities redeemed or to be redeemed only in part, to the portion of the principal amount of such Securities which has been or is to be redeemed.

Section 1104. Notice of Redemption.

Notice of redemption shall be given by first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date, to each Holder of Securities to be redeemed, at his address appearing in the Security Register.

All notices of redemption shall state:

(1) the Redemption Date;

(2) the Redemption Price;

(3) if less than all the Outstanding Securities of any series and of a specified tenor consisting of more than a single Security are to be redeemed, the identification (and, in the case of partial redemption of any such Securities, the principal amounts) of the particular Securities to be redeemed and, if less than all the Outstanding Securities of any series and of a specified tenor consisting of a single Security are to be redeemed, the principal amount of the particular Security to be redeemed;

(4) that on the Redemption Date the Redemption Price, together with accrued interest, if any, to the Redemption Date, will become due and payable upon each such Security to be redeemed and, if applicable, that interest thereon will cease to accrue on and after said date;

(5) the place or places where each such Security is to be surrendered for payment of the Redemption Price and accrued interest, if any, unless it shall have been specified as contemplated by Section 301 with respect to such Securities that such surrender shall not be required;

53

(6) that the redemption is for a sinking fund, if such is the case; and

(7) such other matters as the Company shall deem desirable or appropriate.

Unless otherwise specified with respect to any Securities in accordance with Section 301, with respect to any redemption of Securities at the election of the Company, unless, upon the giving of notice of such redemption, Defeasance shall have been effected with respect to such Securities pursuant to Section 1302, such notice may state that such redemption shall be conditional upon the receipt by the Trustee or the Paying Agent(s) for such Securities, on or prior to the date fixed for such redemption, of money sufficient to pay the principal of and any premium and interest on such Securities and that if such money shall not have been so received such notice shall be of no force or effect and the Company shall not be required to redeem such Securities. In the event that such notice of redemption contains such a condition and such money is not so received, the redemption shall not be made and within a reasonable time thereafter notice shall be given, in the manner in which the notice of redemption was given, that such money was not so received and such redemption was not required to be made, and the Trustee or Paying Agent(s) for the Securities otherwise to have been redeemed shall promptly return to the Holders thereof any of such Securities which had been surrendered for payment upon such redemption.

Notice of redemption of Securities to be redeemed at the election of the Company, and any notice of non-satisfaction of redemption as aforesaid, shall be given by the Company or, at the Company’s request, by the Trustee in the name and at the expense of the Company. Subject to the preceding paragraph, any such notice of redemption shall be irrevocable.

Section 1105. Securities Payable on Redemption Date.

Notice of redemption having been given as aforesaid, and the conditions, if any, set forth in such notice having been satisfied, the Securities or portions thereof so to be redeemed shall, on the Redemption Date, become due and payable at the Redemption Price therein specified, and from and after such date (unless, in the case of an unconditional notice of redemption, the Company shall default in the payment of the Redemption Price and accrued interest, if any) such Securities or portions thereof, if interest-bearing, shall cease to bear interest. Upon surrender of any such Security for redemption in accordance with said notice, such Security or portion thereof shall be paid by the Company at the Redemption Price, together with accrued interest, if any, to the Redemption Date; provided, however, that no such surrender shall be a condition to such payment if so specified as contemplated by Section 301 with respect to such Security, and provided further that, unless otherwise specified as contemplated by Section 301, installments of interest whose Stated Maturity is on or prior to the Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, registered as such at the close of business on the relevant Record Dates according to their terms and the provisions of Section 307.

If any Security called for redemption shall not be so paid upon surrender thereof for redemption, the principal and any premium shall, until paid, bear interest from the Redemption Date at the rate prescribed therefor in the Security.

Section 1106. Securities Redeemed in Part.

Any Security which is to be redeemed only in part shall be surrendered at a Place of Payment therefor (with, if the Company or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed by, the Holder thereof or his attorney duly authorized in writing), and the Company shall execute, and the Trustee shall authenticate and deliver to the Holder of such Security without service charge, a new Security or Securities of the same series and of like tenor, of any authorized denomination as requested by such Holder, in aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of the Security so surrendered.

54

ARTICLE TWELVE

Sinking Funds Section

Section 1201. Applicability of Article.

The provisions of this Article shall be applicable to any sinking fund for the retirement of Securities of any series except as otherwise specified as contemplated by Section 301 for such Securities.

The minimum amount of any sinking fund payment provided for by the terms of any Securities is herein referred to as a “mandatory sinking fund payment,” and any payment in excess of such minimum amount provided for by the terms of such Securities is herein referred to as an “optional sinking fund payment.” If provided for by the terms of any Securities, the cash amount of any sinking fund payment may be subject to reduction as provided in Section 1202. Each sinking fund payment shall be applied to the redemption of Securities as provided for by the terms of such Securities.

Section 1202. Satisfaction of Sinking Fund Payments with Securities.

The Company (1) may deliver Outstanding Securities of a series (other than any previously called for redemption) and (2) may apply as a credit Securities of a series which have been redeemed either at the election of the Company pursuant to the terms of such Securities or through the application of permitted optional sinking fund payments pursuant to the terms of such Securities, in each case in satisfaction of all or any part of any sinking fund payment with respect to any Securities of such series required to be made pursuant to the terms of such Securities as and to the extent provided for by the terms of such Securities; provided that the Securities to be so credited have not been previously so credited. The Securities to be so credited shall be received and credited for such purpose by the Trustee at the Redemption Price, as specified in the Securities so to be redeemed, for redemption through operation of the sinking fund and the amount of such sinking fund payment shall be reduced accordingly.

Section 1203. Redemption of Securities for Sinking Fund.

Not less than 45 days prior to each sinking fund payment date for any Securities, the Company will deliver to the Trustee an Officers’ Certificate specifying the amount of the next ensuing sinking fund payment for such Securities pursuant to the terms of such Securities, the portion thereof, if any, which is to be satisfied by payment of cash and the portion thereof, if any, which is to be satisfied by delivering and crediting Securities pursuant to Section 1202 and stating the basis for such credit and that such Securities have not been previously so credited and will also deliver to the Trustee any Securities to be so delivered. Not less than 30 days prior to each such sinking fund payment date, the Trustee shall select the Securities to be redeemed upon such sinking fund payment date in the manner specified in Section 1103 and cause notice of the redemption thereof to be given in the name of and at the expense of the Company in the manner provided in Section 1104. Such notice having been duly given, the redemption of such Securities shall be made upon the terms and in the manner stated in Sections 1105 and 1106.

55

ARTICLE THIRTEEN

Defeasance and Covenant Defeasance Section

Section 1301. Applicability of Article.

Unless, pursuant to Section 301, provision is made that either or both of (a) defeasance of any Securities or any series of Securities under Section 1302 and (b) covenant defeasance of any Securities or any series of Securities under Section 1303 shall not apply to such Securities of a series, then the provisions of either or both of Sections 1302 and Section 1303, as the case may be, together with Sections 1304 and 1305, shall be applicable to the Outstanding Securities of such series upon compliance with the conditions set forth below in this Article.

Section 1302. Defeasance and Discharge.

The Company may cause itself to be discharged from its obligations with respect to any Securities or any series of Securities on and after the date the conditions set forth in Section 1304 are satisfied (hereinafter called “Defeasance”). For this purpose, such Defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by such Securities and to have satisfied all its other obligations under such Securities and this Indenture insofar as such Securities are concerned (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), subject to the following which shall survive until otherwise terminated or discharged hereunder: (1) the rights of Holders of such Securities to receive, solely from the trust fund described in Section 1304 and as more fully set forth in such Section, payments in respect of the principal of and any premium and interest on such Securities when payments are due, (2) the Company’s obligations with respect to such Securities under Sections 304, 305, 306, 1002 and 1003 and with respect to the Trustee under Section 607, (3) the rights, powers, trusts, duties and immunities of the Trustee hereunder and (4) this Article. Subject to compliance with this Article, Defeasance with respect to any Securities or any series of Securities by the Company is permitted under this Section 1302 notwithstanding the prior exercise by the Company of its rights under Section 1303 with respect to such Securities. Following a Defeasance, payment of such Securities may not be accelerated because of an Event of Default.

Section 1303. Covenant Defeasance.

The Company may cause itself to be released from its obligations under Section 1004 and any covenants provided pursuant to Section 301(19), 901(8) or 901(9) with respect to any Securities or any series of Securities for the benefit of the Holders of such Securities and the occurrence of any event specified in Section 501(4) (with respect to Section 1004 and any such covenants provided pursuant to Section 301(19), 901(8) or 901(9)) or 501(7) shall be deemed not to be or result in an Event of Default with respect to such Securities as provided in this Section, in each case on and after the date the conditions set forth in Section 1304 are satisfied (hereinafter called “Covenant Defeasance”). For this purpose, such Covenant Defeasance means that, with respect to such Securities, the Company may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such specified Section (to the extent so specified in the case of Section 501(4)), whether directly or indirectly by reason of any reference elsewhere herein to any such Section or by reason of any reference in any such Section to any other provision herein or in any other document, but the remainder of this Indenture and such Securities shall be unaffected thereby.

Section 1304. Conditions to Defeasance or Covenant Defeasance.

The following shall be the conditions to the application of Section 1302 or Section 1303 to any Securities or any series of Securities, as the case may be:

(1) The Company shall irrevocably have deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such Securities, (A) money in an amount, or (B) Government Obligations which through the scheduled payment of

56

principal and interest in respect thereof in accordance with their terms will provide, not later than the due date of any payment, money in an amount, or (C) a combination thereof, sufficient, in the case of (B) or (C), in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee to pay and discharge, the principal of and any premium and interest on such Securities on the respective Stated Maturities or on any Redemption Date established pursuant to Clause (3) below, in accordance with the terms of this Indenture and such Securities. As used herein, “Government Obligation” means (x) any security which is (i) a direct obligation of the United States of America or the government which issued the foreign currency in which such Securities are payable, for the payment of which its full faith and credit is pledged or (ii) an obligation of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America or such government which issued the foreign currency in which such Securities are payable, the payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America or such other government, which, in either case (i) or (ii), is not callable or redeemable at the option of the issuer thereof, and (y) any depositary receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act) as custodian with respect to any Government Obligation which is specified in clause (x) above and held by such bank for the account of the holder of such depositary receipt, or with respect to any specific payment of principal of or interest on any Government Obligation which is so specified and held, provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depositary receipt from any amount received by the custodian in respect of the Government Obligation or the specific payment of principal or interest evidenced by such depositary receipt.

(2) No event which is, or after notice or lapse of time or both would become, an Event of Default with respect to such Securities or any other Securities shall have occurred and be continuing at the time of such deposit or, with regard to any such event specified in Sections 501(5) and (6), at any time on or prior to the 90th day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until after such 90th day).

(3) If the Securities are to be redeemed prior to Stated Maturity (other than from mandatory sinking fund payments or analogous payments), notice of such redemption shall have been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee shall have been made.

(4) The Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent with respect to such Defeasance or Covenant Defeasance have been complied with.

(5) In the case of an election under Section 1302, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that:

(A) the Company has received from, or there has been published by, the Internal Revenue Service a ruling; or

(B) since the date of this Indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders will not recognize income, gain or loss for federal income tax purposes as a result of such Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Defeasance had not occurred.

57

(6) In the case of an election under Section 1303, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that Holders will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred.

Section 1305. Deposited Money and Government Obligations to Be Held in Trust; Miscellaneous Provisions.

Subject to the provisions of the last paragraph of Section 1003, all money and Government Obligations (including the proceeds thereof) deposited with the Trustee pursuant to Section 1304 in respect of any Securities shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and this Indenture, to the payment, either directly or through any such Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Securities, of all sums due and to become due thereon in respect of principal and any premium and interest, but money so held in trust need not be segregated from other funds except to the extent required by law.

The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the Government Obligations deposited pursuant to Section 1304 or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of Outstanding Securities.

Anything in this Article to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any money or Government Obligations held by it as provided in Section 1304 with respect to any Securities which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect the Defeasance or Covenant Defeasance, as the case may be, with respect to such Securities.

ARTICLE FOURTEEN

Immunity of Incorporators, Stockholders, Officers and Directors

Section 1401. Indenture and Securities Solely Corporate Obligations.

No recourse for the payment of the principal of or any premium or interest on any Security, or for any claim based thereon or otherwise in respect thereof, and no recourse under or upon any obligation, covenant or agreement of the Company in this Indenture or in any supplemental indenture, or in any Security, or because of the creation of any indebtedness represented thereby, shall be had against any incorporator, stockholder, officer or director, as such, past, present or future, of the Company or of any successor corporation, either directly or through the Company or any successor corporation, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise; it being expressly understood that all such liability is hereby expressly waived and released as a condition of, and as a consideration for, the execution of this Indenture and the issue of the Securities.

58

ARTICLE FIFTEEN

Guarantees of Notes

Section 1501. Note Guarantees.

(1) Subject to the provisions of this Article Fifteen, each Guarantor hereby jointly and severally, fully and unconditionally and irrevocably guarantees as primary obligor and not merely as surety, on a senior unsecured basis, to each Holder of a Security authenticated and delivered by the Trustee and to the Trustee and its successors, irrespective of (i) the validity and enforceability of this Indenture, the Securities or the obligations of the Company or any other Guarantors to the Holders or the Trustee under this Indenture and the Securities or (ii) the absence of any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or Default of a Guarantor, that: (a) the principal of, premium, if any, interest and additional interest, if any, with respect to the Securities shall be duly and punctually paid in full when due, whether at maturity, by acceleration or otherwise, and interest on the overdue principal and (to the extent permitted by law) interest or additional interest, if any, with respect to the Securities and all other obligations of the Company or any Guarantor to the Holders or the Trustee under this Indenture and the Securities (including amounts due the Trustee under Section 607) and all other obligations under this Indenture or the Securities shall be promptly paid in full or performed, all in accordance with the terms of this Indenture and the Securities; and (b) in case of any extension of time of payment or renewal of any Securities or any of such other obligations, the same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed, or failing performance of any other obligation of the Company to the Holders, for whatever reason, each Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture or the Securities shall constitute an event of default under this Note Guarantee, and shall entitle the Holders of the Securities or the Trustee to accelerate the obligations of the Guarantors hereunder in the same manner and to the same extent as the obligations of the Company. Notwithstanding the foregoing, in relation to any Security that is convertible or exchangeable for other securities of the Company, a Guarantor’s guaranteed obligations shall not extend, following the occurrence of a bankruptcy of the Company, to any amount in excess of principal of, premium, if any, interest and additional interest, if any, and interest on the overdue principal and (to the extent permitted by law) interest or additional interest, if any, with respect to such Securities.

(2) Each Guarantor, by execution of this Indenture, agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of this Indenture or the Securities, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions under this Indenture or the Securities, any release of any other Guarantor, the recovery of any judgment against the Company, any action to enforce the same, whether or not a Note Guarantee is affixed to any particular Security, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor, by execution of this Indenture, waives the benefit of diligence, presentment, demand for payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenant that such Note Guarantee shall not be discharged except by complete performance of the obligations contained in the Securities and this Indenture. The Note Guarantee is a guarantee of payment and not of collection. If any Holder or the Trustee is required by any court or otherwise to return to the Company or to any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or such Guarantor, any amount paid by the Company or such Guarantor to the Trustee or such Holder, a Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees that, as between it, on the one hand, and the Holders of Securities and the Trustee, on the other hand, (a) subject to this Article Fifteen, the maturity of the obligations guaranteed hereby may be accelerated as provided in Section 502 hereof and, as provided in an

59

Officers’ Certificate or supplemental indenture establishing any series of Securities in accordance with Section 301 hereof, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (b) in the event of any acceleration of such obligations as provided in Section 502 hereof, and as provided in an Officers’ Certificate or supplemental indenture establishing any series of Securities in accordance with Section 301 hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of such Note Guarantee.

(3) Subject to Section 1506 hereof, the Note Guarantee shall remain in full force and effect until payment in full of all the obligations of the Guarantor, and the Note Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any of the obligations of the Guarantor is rescinded or must otherwise be restored by any Holder upon bankruptcy or reorganization of the Company or otherwise.

(4) The Note Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Company for liquidation or reorganization, should the Company become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Company’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Securities are pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Securities, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment, or any part thereof, is rescinded, reduced, restored or returned, the Securities shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned.

(5) No shareholder, officer, director, employee or incorporator, past, present or future, or any Guarantor, as such, shall have any personal liability under this Note Guarantee by reason of his, her or its status as such shareholder, officer, director, employee or incorporator.

(6) Each Guarantor hereby agrees that by virtue of its execution and delivery of this Indenture, it shall be deemed to have signed on each security issued hereunder a notation of the Note Guarantee.

(7) Each Guarantor hereby agrees to pay, in addition to the amount stated above, any and all costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Trustee or any Holder in enforcing any rights under this Section 1501.

Section 1502. Execution and Delivery of Indenture.

To further evidence a Note Guarantee set forth in Section 1501, each Guarantor hereby agrees that this Indenture shall be executed by either manual or facsimile signature of an Officer of each Guarantor. The validity and enforceability of any Note Guarantee shall not be affected by the fact that it is not affixed to any particular Security.

60

Each of the Guarantors hereby agrees that its Note Guarantee set forth in Section 1501 shall remain in full force and effect notwithstanding any failure to endorse on each Security a notation of such Note Guarantee.

If an Officer of a Guarantor whose signature is on this Indenture no longer holds that office at the time the Trustee authenticates the Securities or at any time thereafter, such Guarantor’s Note Guarantee (pursuant to this Indenture) of such Security shall be valid nevertheless.

The delivery of the Securities of any series by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Note Guarantee set forth in this Indenture on behalf of such Guarantor.

Section 1503. Limitation of Note Guarantee.

The obligations of each Guarantor are limited to the maximum amount as shall, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Note Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under the Note Guarantee not constituting a fraudulent conveyance, fraudulent transfer or similarly impermissible transaction under federal or state law. Each Guarantor that makes a payment or distribution under a Note Guarantee shall be entitled to a contribution from each other Guarantor in a pro rata amount based on the net assets of each Guarantor, determined in accordance with GAAP.

Section 1504. Additional Guarantors.

If any Subsidiary that is not a Guarantor incurs any Indebtedness (other than Indebtedness owing to the Company or another Subsidiary or Non-Recourse Indebtedness), including any guarantee of any Indebtedness of the Company or a Subsidiary (other than a guarantee of Indebtedness owing to the Company or a Subsidiary), then the Company shall cause such Subsidiary to:

(1) execute and deliver to the Trustee a supplemental indenture in form reasonably satisfactory to the Trustee pursuant to which such Subsidiary shall issue a Note Guarantee; and

(2) deliver to the Trustee an Opinion of Counsel (which may contain customary exceptions) that such supplemental indenture and Note Guarantee have been duly authorized, executed and delivered by such Subsidiary and constitute legal, valid, binding and enforceable obligations of such Subsidiary.

Thereafter, such Subsidiary shall be a Guarantor for all purposes of this Indenture. The Company may cause any other Subsidiary to issue a Note Guarantee and become a Guarantor. At any time all the Indebtedness and guarantees of Indebtedness of such Guarantor are repaid or released without further obligation by such Guarantor, such Guarantor need no longer be a Guarantor for purposes of this Section 1504, and the Trustee shall promptly execute such documents and instruments as the Company or such Guarantor may request to evidence the termination of such Note Guarantee.

The Company and its Subsidiaries shall not be required to comply with the provisions of this Section 1504 during any Suspension Period.

61

Section 1505. Guarantor May Consolidate, etc., on Certain Terms.

(1) Unless a Guarantor is released from its Note Guarantee as provided in Section 1506, such Guarantor may not (i) consolidate, amalgamate or merge with or into (whether or not the Guarantor is the surviving Person) another Person or (ii) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets to another Person unless:

(A) the Person formed by or surviving any such consolidation, amalgamation or merger (if other than such Guarantor or the Company) or the Person acquiring the property or assets in any such sale, assignment, transfer, lease, conveyance or other disposition unconditionally assumes all the obligations of such Guarantor under its Note Guarantee and this Indenture, pursuant to a supplemental indenture in form and substance reasonably satisfactory to the Trustee, on the terms set forth herein or therein; and

(B) immediately after giving effect to such transaction, no Default exists.

(2) In case of any such consolidation, merger, sale, assignment, transfer, lease, or conveyance or other disposition and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and reasonably satisfactory in form to the Trustee, of the Note Guarantee, such successor Person shall succeed to and be substituted for such Guarantor with the same effect as if it had been named herein as such Guarantor.

(3) Notwithstanding Section 1505(1), nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of any Guarantor with or into the Company, or shall prevent any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the property or assets of any Guarantor to the Company.

(4) Upon any consolidation of a Guarantor with, or merger of a Guarantor into, any other Person or any sale, assignment, conveyance, transfer or lease of all or substantially all of the properties and assets of a Guarantor in accordance with the foregoing, the successor Person formed by such consolidation or into which such Guarantor is merged or to which such sale, assignment, conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, such Guarantor under this Indenture and the Note Guarantee with the same effect as if such successor Person had been named as such Guarantor herein, and thereafter the predecessor Person, except in the case of a lease, shall be relieved of all obligations and covenants under this Indenture and such Guarantor’s Note Guarantee.

Section 1506. Release of Guarantor.

(1) A Guarantor shall be released from all of its obligations under its Note Guarantee if:

(A) the Guarantor has sold or disposed of all of its assets (by way of merger, amalgamation, consolidation, plan of arrangement or otherwise) or the Company and its Subsidiaries have sold or disposed of all of the Equity Interests of the Guarantor owned by them, in each case in a transaction in compliance with the terms of this Indenture (including Section 1505); or

(B) the Guarantor merges with or into or consolidates with, or transfers all or substantially all of its assets to, the Company or another Guarantor in a transaction in compliance with Section 1505;

62

provided that in each such case, the Company shall have delivered to the Trustee of an Officers’ Certificate and an Opinion of Counsel each stating that all conditions precedent provided in the Indenture relating to such transactions have been complied with and that such release is authorized and permitted by this Indenture to evidence the release of the Guarantor from its obligations under its Note Guarantee.

(2) If all of the conditions to release contained in this Section 1506 have been satisfied, the Trustee, at the expense of the Company or Guarantor, shall execute any documents reasonably requested by the Company or any Guarantor in order to evidence the release of such Guarantor from its obligations under its Note Guarantee endorsed on the Securities and under this Article Fifteen.

Section 1507. Waiver of Subrogation

Each Guarantor, by execution of this Indenture pursuant to this Article Fifteen, waives to the extent permitted by law any claim or other rights which it may now or hereafter acquire against the Company that arise from the existence, payment, performance or enforcement of such Guarantor’s obligations under such Note Guarantee and this Indenture, including, without limitation, any right of subrogation, reimbursement, exoneration, indemnification, and any right to participate in any claim or remedy of any Holder against the Company, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, including, without limitation, the right to take or receive from the Company, directly or indirectly, in cash or other property or by the set-off or in any other manner, payment on account of such claim or other rights. If any amount shall be paid to any Guarantor in violation of the preceding sentence and the Securities shall not have been paid in full, such amount shall have been deemed to have been paid to such Guarantor for the benefit of, and held in trust for the benefit of, the Holders of the Securities, and shall forthwith be paid to the Trustee for the benefit of such Holders to be credited and applied upon the Securities, whether matured or unmatured, in accordance with the terms of this Indenture. Each Guarantor, by execution of this Indenture pursuant to this Article Fifteen, shall acknowledge that it shall receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 1507 is knowingly made in contemplation of such benefits.

63

IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed, all as of the day and year first above written.

MASSEY ENERGY COMPANY
By:
	Eric B. Tolbert
	Vice President and Chief Financial Officer

[SIGNATURE PAGE FOR BASE INDENTURE]

Guarantors:

A.T. MASSEY COAL COMPANY, INC.

ALEX ENERGY, 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 SANDY VENTURE CAPITAL CORP.

BLACK KING MINE DEVELOPMENT CO.

BLUE RIDGE VENTURE CAPITAL CORP.

BOONE EAST DEVELOPMENT CO.

BOONE ENERGY COMPANY

BOONE WEST DEVELOPMENT CO.

CENTRAL PENN ENERGY COMPANY, INC.

CENTRAL WEST VIRGINIA ENERGY COMPANY

CERES LAND COMPANY

CLEAR FORK COAL COMPANY

CRYSTAL FUELS COMPANY

DEHUE COAL COMPANY

DELBARTON MINING COMPANY

DEMETER LAND COMPANY

DOUGLAS POCAHONTAS COAL CORPORATION

DRIH CORPORATION

DUCHESS COAL COMPANY

DUNCAN FORK COAL COMPANY

EAGLE ENERGY, INC.

ELK RUN COAL COMPANY, INC.

FEATS VENTURE CAPITAL CORP.

GOALS COAL COMPANY

GREEN VALLEY COAL COMPANY

GREYEAGLE COAL COMPANY

HADEN FARMS, INC.

HANNA LAND COMPANY, LLC
by ALEX ENERGY, INC., its Manager

HAZY RIDGE COAL COMPANY

HIGHLAND MINING COMPANY

HOPKINS CREEK COAL COMPANY

INDEPENDENCE COAL COMPANY, INC.

JACKS BRANCH COAL COMPANY

JOBONER COAL COMPANY

KANAWHA ENERGY COMPANY

KNOX CREEK COAL CORPORATION

LAUREN LAND COMPANY

LAXARE, INC.

LOGAN COUNTY MINE SERVICES, INC.

[SIGNATURE PAGE FOR BASE INDENTURE]

LONG FORK COAL COMPANY

LYNN BRANCH COAL COMPANY, INC.

MAJESTIC MINING, INC.

MARFORK COAL COMPANY, INC.

MARTIN COUNTY COAL CORPORATION

MASSEY COAL SALES COMPANY, INC.

MASSEY GAS & OIL COMPANY

MASSEY TECHNOLOGY INVESTMENTS, INC.

NEW MARKET LAND COMPANY

NEW RIDGE MINING COMPANY

NEW RIVER ENERGY CORPORATION

NICCO CORPORATION

NICHOLAS ENERGY COMPANY

OMAR MINING COMPANY

PEERLESS EAGLE COAL CO.

PERFORMANCE COAL COMPANY

PETER CAVE MINING COMPANY

PILGRIM MINING COMPANY, INC.

POWER MOUNTAIN COAL COMPANY

RAVEN RESOURCES, INC.

RAWL SALES & PROCESSING CO.

ROAD FORK DEVELOPMENT
COMPANY, INC.

ROBINSON-PHILLIPS COAL COMPANY

RUM CREEK COAL SALES, INC.

RUSSELL FORK COAL COMPANY

SC COAL CORPORATION

SCARLET DEVELOPMENT COMPANY

SHANNON-POCAHONTAS COAL CORPORATION

SHANNON-POCAHONTAS MINING COMPANY
by: SHANNON-POCAHONTAS COAL CORPORATION
by: OMAR MINING COMPANY

SHENANDOAH CAPITAL
MANAGEMENT CORP.

SIDNEY COAL COMPANY, INC.

SPARTAN MINING COMPANY

ST. ALBAN’S CAPITAL
MANAGEMENT CORP.

STIRRAT COAL COMPANY

STONE MINING COMPANY

SUPPORT MINING COMPANY

SYCAMORE FUELS, INC.

T.C.H. COAL CO.

TALON LOADOUT COMPANY

TENNESSEE CONSOLIDATED COAL COMPANY

TENNESSEE ENERGY CORP.

THUNDER MINING COMPANY

[SIGNATURE PAGE FOR BASE INDENTURE]

TOWN CREEK COAL COMPANY
TRACE CREEK COAL COMPANY
TUCSON LIMITED LIABILITY COMPANY, by ALEX ENERGY, INC., its Manager
VANTAGE MINING COMPANY
WHITE BUCK COAL COMPANY
WILLIAMS MOUNTAIN COAL COMPANY
WYOMAC COAL COMPANY, INC.
By:
	Richard R. Grinnan
	Secretary

[SIGNATURE PAGE FOR BASE INDENTURE]

MASSEY COAL SERVICES, INC.
By:
	M. Shane Harvey
	Secretary

[SIGNATURE PAGE FOR BASE INDENTURE]

WILMINGTON TRUST COMPANY, AS TRUSTEE
By:
	Name:
	Title:

[SIGNATURE PAGE FOR BASE INDENTURE]

EX-4.3

Exhibit 4.3

NUMBER

ME 6245

SHARES

Massey Energy Company

INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE

CUSIP 576206 10 6

SEE REVERSE FOR CERTAIN DEFINITIONS

THIS CERTIFICATE IS TRANSFERABLE IN THE CITIES OF NEW YORK, NY, OR RIDGEFIELD PARK, NJ

MASSEY ENERGY®

This Certifies that

SPECIMEN

is the record holder of

FULLY PAID AND NONASSESSABLE SHARES OF THE COMMON STOCK OF THE PAR VALUE OF $.625 EACH OF

Massey Energy Company, transferable on the books of the corporation in person or by duly authorized attorney upon the surrender of this Certificate properly endorsed. This Certificate is issued pursuant to the certificate of incorporation and bylaws of the corporation, copies of which are on file at the principal office of the corporation, to all of which the holder by the acceptance hereof asserts. This Certificate is not valid until countersigned by the Transfer Agent and registered by the Registrar.

Witness the signatures of the duly authorized officers of this Corporation.

Dated

COMMON

AMERICAN BANK NOTE COMPANY

MASSEY ENERGY COMPANY

SEAL

DELAWARE 1978

VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY

CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER

COUNTERSIGNED AND REGISTERED

WELLS FARGO BANK, NA

TRANSFER AGENT AND REGISTRAR

BY

AUTHORIZED SIGNATURE

The Corporation shall furnish without charge to each stockholder who so requests a statement of the powers, designations, preferences and relative, participating, optional, or other special rights of each class of stock of the Corporation or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights. Such requests shall be made to the Corporation’s Secretary at the principal office of the Corporation.

KEEP THIS CERTIFICATE IN A SAFE PLACE. IF IT IS LOST, STOLEN, OR DESTROYED THE CORPORATION WILL REQUIRE A BOND OF INDEMNITY AS A CONDITION TO THE ISSUANCE OF A REPLACEMENT CERTIFICATE.

The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations:

TEN COM – as tenants in common

TEN ENT – as tenants by the entireties

JT TEN – as joint tenants with right of survivorship and not as tenants in common

UNIF GIFT MIN ACT – Custodian

(Cust) (Minor)

under Uniform Gifts to Minors

Act

(State)

UNIF TRF MIN ACT – Custodian (until age)

(Cust)

under Uniform Transfers

(Minor)

to Minors Act

(State)

Additional abbreviations may also be used though not in the above list.

For Value Received, hereby sell, assign and transfer unto

PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE

(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)

Shares of the common stock represented by the within Certificate, and do hereby irrevocably constitute and appoint

Attorney to transfer the said stock on the books of the within named Corporation with full power of substitution in the premises.

Dated

X

X

NOTICE: THE SIGNATURE(S) TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME(S) AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.

Signature(s) Guaranteed

By

THE SIGNATURE(S) MUST [ILLEGIBLE] GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS [ILLEGIBLE] LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-15.

EX-5.1

Exhibit 5.1

TROUTMAN SANDERS LLP

ATTORNEYS AT LAW

A LIMITED LIABILITY PARTNERSHIP

TROUTMAN SANDERS BUILDING

1001 HAXALL POINT

RICHMOND, VIRGINIA 23219

www.troutmansanders.com

TELEPHONE: 804-697-1200

FACSIMILE: 804-697-1339

MAILING ADDRESS

P.O. BOX 1122

RICHMOND, VIRGINIA 23218-1122

August 5, 2008

Board of Directors

Massey Energy Company

4 North 4th Street

Richmond, Virginia 23219

Registration Statement on Form S-3

Ladies and Gentlemen:

We have acted as counsel to Massey Energy Company, a Delaware corporation (the “Company”), the Delaware and Virginia subsidiaries of the Company named in Schedule I hereto (each, a “Delaware/Virginia Guarantor”) and the non-Delaware and Virginia subsidiaries of the Company named in Schedule II hereto (each, a “Non-Delaware/Virginia Guarantor” and collectively, the Non-Delaware/Virginia Guarantors, taken together with the Delaware/Virginia Guarantors, the “Guarantors”), in connection with the Registration Statement on Form S-3 (the “Registration Statement”) filed by the Company and the Guarantors with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), relating to (i) shares of common stock of the Company, par value $0.625 per share (the “Common Stock”), (ii) shares of preferred stock of the Company, no par value per share (the “Preferred Stock”) (iii) warrants to purchase equity securities of the Company (the “Warrants”), (iv) debt securities of the Company (the “Debt Securities”) and (v) guarantees of the Guarantors to be issued in connection with the Debt Securities (the “Guarantees”). The Common Stock, the Preferred Stock, the Warrants, the Debt Securities and the Guarantees are hereinafter referred to collectively as the “Securities.” The Securities may be issued and sold or delivered from time to time as set forth in the Registration Statement, any amendment thereto, the prospectus contained therein (the “Prospectus”) and supplements to the Prospectus (the “Prospectus Supplements”) pursuant to Rule 415 under the Securities Act in an indeterminate amount.

The Debt Securities and the Guarantees thereof, if applicable, will be issued under an Indenture (together with any supplemental indentures, the “Indenture”), among the Company, the Guarantors and Wilmington Trust Company, as trustee (the “Trustee”). The Warrants will be issued under a Warrant Agreement (the “Warrant Agreement”), among the Company and a warrant agent to be named therein (the “Counterparty”).

Board of Directors

Massey Energy Company

August 5, 2008

Page 2

We have examined the Registration Statement and the exhibits filed with the Commission on the date hereof. We also have examined the originals, or duplicates or certified or conformed copies, of such corporate records, agreements, documents and other instruments and have made such other investigations as we have deemed relevant and necessary in connection with the opinions hereinafter set forth. As to questions of fact material to this opinion, we have relied upon certificates or comparable documents of public officials and of officers and representatives of the Company and the Guarantors.

In rendering the opinions set forth below, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as duplicates or certified or conformed copies, and the authenticity of the originals of such latter documents. We also have assumed that (1) at the time of execution, authentication, issuance and delivery of the Debt Securities, the Indenture will be the valid and legally binding obligation of the Trustee; and (2) at the time of execution, countersignature, issuance and delivery of any Warrants, the related Warrant Agreement will be the valid and legally binding obligation of the Counterparty thereto.

We have assumed further that (1) at the time of execution, authentication, issuance and delivery of any Debt Securities and the related Guarantees, if applicable, the Indenture will have been duly authorized, executed and delivered by the Company and the Guarantors, if applicable and (2) if applicable, execution, delivery and performance by each Non-Delaware/Virginia Guarantor of the Guarantees will not violate the laws of its jurisdiction of incorporation or any other applicable laws (excepting the law of the State of New York and the federal laws of the United States). We have assumed further that at the time of execution, countersignature, issuance and delivery of any Warrants, the related Warrant Agreement will have been duly authorized, executed and delivered by the Company.

Based upon the foregoing, and subject to the qualifications, assumptions and limitations stated herein, we are of the opinion that:

1. With respect to the Debt Securities, assuming (a) the taking of all necessary corporate action to approve the issuance and terms of any Debt Securities, the terms of the offering thereof and related matters by the Board of Directors of the Company, a duly constituted and acting committee of such Board or duly authorized officers of the Company (such Board of Directors, committee or authorized officers being referred to herein as the “Board”) and (b) the due execution, authentication, issuance and delivery of such Debt Securities, upon payment of the consideration therefor provided for in the applicable definitive purchase, underwriting or similar agreement approved by the Board and otherwise in accordance with the provisions of the applicable Indenture and such agreement, such Debt Securities will constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms.

Board of Directors

Massey Energy Company

August 5, 2008

Page 3

2. With respect to the Guarantees, assuming (a) the taking of all necessary corporate action to approve the issuance and terms of the Guarantees and related matters by the Board of Directors of each Guarantor (or in the case of a Guarantor that is a partnership or a limited liability company, the Board of Directors of the general partner or member(s), as applicable), a duly constituted and acting committee of such Board or duly authorized officers of each Guarantor, (b) the due execution, authentication, issuance and delivery of the Debt Securities underlying such Guarantees, upon payment of the consideration therefor provided for in the applicable definitive purchase, underwriting or similar agreement approved by such Board and otherwise in accordance with the provisions of the applicable Indenture and such agreement and (c) the due issuance of such Guarantees, such Guarantees will constitute valid and legally binding obligations of the Guarantors enforceable against the Guarantors in accordance with their terms.

3. With respect to the Preferred Stock, assuming (a) the taking by the Board of Directors of the Company of all necessary corporate action to authorize and approve the issuance of the Preferred Stock, (b) due filing of a Certificate of Designations with the Secretary of State of the State of Delaware and (c) due issuance and delivery of the Preferred Stock, upon payment therefor in accordance with the applicable definitive underwriting agreement approved by the Board of Directors of the Company, the Preferred Stock will be validly issued, fully paid and nonassessable.

4. With respect to the Common Stock, assuming (a) the taking by the Board of Directors of the Company of all necessary corporate action to authorize and approve the issuance of the Common Stock and (b) due issuance and delivery of the Common Stock, upon payment therefor in accordance with the applicable definitive underwriting agreement approved by the Board of Directors of the Company, the Common Stock will be validly issued, fully paid and nonassessable.

5. With respect to the Warrants, assuming (a) the taking of all necessary corporate action by the Board to approve the execution and delivery of a related Warrant Agreement in the form to be filed as an exhibit to the Registration Statement and (b) the due execution, countersignature, issuance and delivery of such Warrants, upon payment of the consideration for such Warrants provided for in the applicable definitive purchase, underwriting or similar agreement approved by the Board and otherwise in accordance with the provisions of the applicable Warrant Agreement and such agreement, such Warrants will constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms.

Our opinions set forth in paragraphs 1, 2 and 5 above are subject to the effects of (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar

Board of Directors

Massey Energy Company

August 5, 2008

Page 4

laws relating to or affecting creditors’ rights generally, (ii) general equitable principles (whether considered in a proceeding in equity or at law) and (iii) an implied covenant of good faith and fair dealing.

We do not express any opinion herein concerning any law other than the law of the State of New York, the federal law of the United States, the Delaware General Corporation Law (including the statutory provisions, all applicable provisions of the Delaware Constitution and reported judicial decisions interpreting the foregoing) and the laws of the Commonwealth of Virginia.

We hereby consent to the filing of this opinion letter as Exhibit 5 to the Registration Statement and any amendments thereto and to the use of our name under the caption “Legal Matters” in the Prospectus included in the Registration Statement and any Prospectus Supplement.

Very truly yours,

/s/ Troutman Sanders LLP

SCHEDULE I

DELAWARE/VIRGINIA GUARANTORS

Delaware

DRIH Corporation

SC Coal Corporation

Virginia

A.T. Massey Coal Company, Inc.

Haden Farms, Inc.

Knox Creek Coal Corporation

Massey Coal Sales Company, Inc.

Massey Technology Investments, Inc.

SCHEDULE II

NON-DELAWARE/VIRGINIA GUARANTORS

Florida

Raven Resources, Inc.

Kentucky

Greyeagle Coal Company

Hanna Land Company, LLC

Hopkins Creek Coal Company

Joboner Coal Company

Lauren Land Company

Long Fork Coal Company

Martin County Coal Corporation

New Ridge Mining Company

Peter Cave Mining Company

Pilgrim Mining Company, Inc.

Road Fork Development Company, Inc.

Sidney Coal Company, Inc.

Stone Mining Company

T.C.H. Coal Co.

Vantage Mining Company

Louisiana

Massey Gas & Oil Company

Pennsylvania

Central Penn Energy Company, Inc.

Duncan Fork Coal Company

Scarlet Development Company

Trace Creek Coal Company

Tennessee

Tennessee Consolidated Coal Company

Tennessee Energy Corp.

Texas

Majestic Mining, Inc.

West Virginia

Alex Energy, 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 Sandy Venture Capital Corp.

Black King Mine Development Co.

Blue Ridge Venture Capital Corp.

Boone East Development Co.

Boone Energy Company

Boone West Development Co.

Central West Virginia Energy Company

Ceres Land Company

Clear Fork Coal Company

Crystal Fuels Company

Dehue Coal Company

Delbarton Mining Company

Demeter Land Company

Douglas Pocahontas Coal Corporation

Duchess Coal Company

Eagle Energy, Inc.

Elk Run Coal Company, Inc.

Feats Venture Capital Corp.

Goals Coal Company

Green Valley Coal Company

Hazy Ridge Coal Company

Highland Mining Company

Independence Coal Company, Inc.

Jacks Branch Coal Company

Kanawha Energy Company

Laxare, Inc.

Logan County Mine Services, Inc.

Lynn Branch Coal Company, Inc.

Marfork Coal Company, Inc.

Massey Coal Services, Inc.

New Market Land Company

New River Energy Corporation

Nicco Corporation

Nicholas Energy Company

Omar Mining Company

Peerless Eagle Coal Co.

Performance Coal Company

Power Mountain Coal Company

Rawl Sales & Processing, Co.

Robinson-Phillips Coal Company

Rum Creek Coal Sales, Inc.

Russell Fork Coal Company

Shannon-Pocahontas Coal Corporation

Shannon-Pocahontas Mining Company

Shenandoah Capital Management Corp.

Spartan Mining Company

St. Alban’s Capital Management Corp.

Stirrat Coal Company

Support Mining Company

Sycamore Fuels, Inc.

Talon Loadout Company

Thunder Mining Company

Town Creek Coal Company

Tucson Limited Liability Company

White Buck Coal Company

Williams Mountain Coal Company

Wyomac Coal Company, Inc.

EX-12.1

EXHIBIT 12.1

MASSEY ENERGY COMPANY

COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES

(In thousands, except ratios)

	Year Ended December 31,													Six Months Ended June 30,
	2007		2006		2005			2004			2003			2008			2007
Earnings:
Income (Loss) before taxes	$	129,503	$	45,024	$	(75,410	)	$	(5,643	)	$	(60,651	)	$	(72,555	)	$	84,846
Fixed charges		86,568		100,591		80,351			74,502			67,501			49,399			49,200
Capitalized interest		—		—		—			—			—			—			—
Amortization of capitalized interest		20		20		20			20			20			10			10
Earnings (Loss) before taxes and fixed charges	$	216,091	$	145,635	$	4,961		$	68,729		$	6,870		$	(23,146	)	$	134,056
Fixed charges:
Interest expense	$	74,145	$	86,076	$	67,064		$	60,660		$	48,259		$	41,763		$	43,067
Capitalized interest		—		—		—			—			—			—			—
Interest portion of rental expense		12,423		14,515		13,287			13,842			19,242			7,636			6,133
Total fixed charges	$	86,568	$	100,591	$	80,351		$	74,502		$	67,501		$	49,399		$	49,200
Ratio of earnings to fixed charges(1)(2)		2.5x		1.4x		(1	)		(1	)		(1	)		(1	)		2.7x

(1) For purposes of computing the ratio of earnings to fixed charges, “earnings” consist of income from operations before income taxes plus fixed charges. “Fixed charges” consist of interest and debt expense, capitalized interest and a portion of rent expense we believe to be representative of interest. Earnings for the for the years ended December 31, 2005, 2004 and 2003 and for the six months ended June 30, 2008, were inadequate to cover fixed charges, with a deficiency of $75.4 million, $5.6 million, $60.6 million and $72.5 million, respectively.

(2) There were no preferred stock dividends during any of the periods presented above. As a result, the ratio of earnings to fixed charges and preferred stock dividends is the same as the ratio of earnings to fixed charges.

EX-23.1

EXHIBIT 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the reference to our firm under the caption “Experts” in the Registration Statement (Form S-3) and related Prospectus of Massey Energy Company for the registration of its common stock, preferred stock, warrants, debt securities and guarantees of debt securities and to the incorporation by reference therein of our reports dated February 28, 2008, with respect to the consolidated financial statements and schedule of Massey Energy Company, and the effectiveness of internal control over financial reporting of Massey Energy Company, included in its Annual Report (Form 10-K) for the year ended December 31, 2007, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

August 5, 2008

Richmond, Virginia

EX-25.1

Exhibit 25.1

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY

UNDER THE TRUST INDENTURE ACT OF 1939

OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2)     

WILMINGTON TRUST COMPANY

(Exact name of Trustee as specified in its charter)

Delaware	51-0055023
(Jurisdiction of incorporation of organization if not a U.S. national bank)	(I.R.S. Employer Identification No.)

1100 North Market Street

Wilmington, Delaware 19890-0001

(302) 651-1000

(Address of principal executive offices, including zip code)

Michael A. DiGregorio

Senior Vice President and General Counsel

Wilmington Trust Company

1100 North Market Street

Wilmington, Delaware 19890-0001

(302) 651-8793

(Name, address, including zip code, and telephone number, including area code, of agent of service)

Massey Energy Company*

(Exact name of obligor as specified in its charter)

Delaware	95-0740960
(State or other jurisdiction or incorporation or organization)	(I.R.S. Employer Identification No.)

4 North 4^th Street

Richmond, VA 23219

(804) 788-1800

(Address of principal executive offices, including zip code)

Debt Securities

(Title of the indenture securities)

*Table of Additional Registrants

Name Of Additional Registrant	(State or other jurisdiction of incorporation)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification No.)	(Address, including zip code, and telephone number, including area code, of registrant’s principal executive office)
A.T. Massey Coal Company, Inc.	VA	1220	54-0295165	4 North 4th Street Richmond, VA 23219 (804) 788-1800
Alex Energy, Inc.	WV	1220	55-0755384	2 Jerry Fork Road Drennen, WV 26667 (304) 872-5065
Aracoma Coal Company, Inc.	WV	1220	52-1669141	Route 17 North Bandmill Hollow Road Stollings, WV 25646 (304) 752-6194
Bandmill Coal Corporation	WV	1220	55-0758310	County Route 14 Rum Creek Road Yolyn, WV 25654 (304) 792-6221
Bandytown Coal Company	WV	1220	55-0751776	Massey Coal Services 315 70th Street, S.E. Charleston, WV 25304 (304) 926-0075
Barnabus Land Company	WV	1220	55-0728645	24406 U.S. Route 119 Belfry, KY 41514 (606) 353-0928
Belfry Coal Corporation	WV	1220	61-0415137	State Route 49 South Lobata, WV 25677 (304) 235-4290
Ben Creek Coal Company	WV	1220	55-0177051	State Route 49 South Lobata, WV 25677 (304) 235-4290
Big Bear Mining Company	WV	1220	22-2138933	4 North 4th Street Richmond, VA 23219 (804) 788-1800
Big Sandy Venture Capital Corp.	WV	1220	55-0759644	315 70th Street, S.E. Charleston, WV 25304 (304) 926-0075
Black King Mine Development Co.	WV	1220	54-1188659	315 70th Street, S.E. Charleston, WV 25304 (304) 926-0075
Blue Ridge Venture Capital Corp.	WV	1220	55-0755775	315 70th Street, SE Charleston, WV 25304 (304) 926-0075

Boone East Development Co.	WV	1220	55-0717715	315 70th Street, S.E. Charleston, WV 25304 (304) 926-0075
Boone Energy Company	WV	1220	55-0777985	315 70th Street, S.E. Charleston, WV 25304 (304) 926-0075
Boone West Development Co.	WV	1220	55-0717716	315 70th Street, S.E. Charleston, WV 25304 (304) 926-0075
Central Penn Energy Company, Inc.	PA	1220	25-1478196	4 North 4th Street Richmond, VA 23219 (804) 788-1800
Central West Virginia Energy Company	WV	1220	54-1203171	315 70th Street, S.E. Charleston, WV 25304 (304) 926-0075
Ceres Land Company	WV	1220	55-0736928	315 70th Street, S.E. Charleston, WV 25304 (304) 926-0075
Clear Fork Coal Company	WV	1220	55-0757300	315 70th Street, S.E. Charleston, WV 25304 (304) 926-0075
Crystal Fuels Company	WV	1220	55-0732366	State Route 49 South Lobata, WV 25677 (304) 235-4290
Dehue Coal Company	WV	1220	55-0619956	4 North 4th Street Richmond, VA 23219 (804) 788-1800
Delbarton Mining Company	WV	1220	55-0764304	State Route 49 South Lobata, WV 25677 (304) 235-4290
Demeter Land Company	WV	1220	31-1567229	4 North 4th Street Richmond, VA 23219 (804) 788-1800
Douglas Pocahontas Coal Corporation	WV	1220	23-1500956	4 North 4th Street Richmond, VA 23219 (804) 788-1800
DRIH Corporation	DE	1220	54-1497754	4 North 4th Street Richmond, VA 23219 (804) 788-1800
Duchess Coal Company	WV	1220	54-1725084	315 70th Street, S.E. Charleston, WV 25304 (304) 926-0075
Duncan Fork Coal Company	PA	1220	25-1418256	315 70th Street, S.E. Charleston, WV 25304 (304) 926-0075

2

Eagle Energy, Inc.	WV	1220	55-0751738	315 70th Street, S.E. Charleston, WV 25304 (304) 926-0075
Elk Run Coal Company, Inc.	WV	1220	54-1097978	31754 Coal River Road Sylvester, WV 25193 (304) 854-1890
Feats Venture Capital Corp.	WV	1220	55-0754725	315 70th Street, S.E. Charleston, WV 25304 (304) 926-0075
Goals Coal Company	WV	1220	55-0737462	Rt. 3 Sundial, WV 25140 (304) 854-2982
Green Valley Coal Company	WV	1220	55-0747007	5363 Leivasy Road Leivasy, WV 26676 (304) 846-6600
Greyeagle Coal Company	KY	1220	55-0771551	State Route 49 South Lobata, WV 25677 (304) 235-4290
Haden Farms, Inc.	VA	1220	54-1456163	4 North 4th Street Richmond, VA 23219 (804) 788-1800
Hanna Land Company, LLC	KY	1220	61-1352274	315 70th Street, S.E. Charleston, WV 25304 (304) 926-0075
Hazy Ridge Coal Company	WV	1220	55-0741015	315 70th Street, S.E. Charleston, WV 25304 (304) 926-0075
Highland Mining Company	WV	1220	55-0757301	County Route 14 Rum Creek Road Yolyn, WV 25654 (304) 435-1980
Hopkins Creek Coal Company	KY	1220	54-1136806	4 North 4th Street Richmond, VA 23219 (804) 788-1800
Independence Coal Company, Inc.	WV	1220	54-1188773	Route 85 South Robinson Creek Road Madison, WV 25130 (304) 369-9101
Jacks Branch Coal Company	WV	1220	55-0734230	315 70th Street, S.E. Charleston, WV 25304 (304) 926-0075
Joboner Coal Company	KY	1220	54-1143406	4 North 4th Street Richmond, VA 23219 (804) 788-1800

3

Kanawha Energy Company	WV	1220	55-0765391	315 70th Street, S.E. Charleston, WV 25304 (304) 926-0075
Knox Creek Coal Corporation	VA	1220	54-1393689	2295 Governor GC Perry Highway Raven, VA 24639 (276) 964-4333
Lauren Land Company	KY	1220	61-1209098	24406 U.S. Route 119 Belfry, KY 41514 (606) 353-0928
Laxare, Inc.	WV	1220	55-0486813	315 70th Street, S.E. Charleston, WV 25304 (304) 926-0075
Logan County Mine Services, Inc.	WV	1220	31-1708085	Route 119 North, South II Road Holden, WV 25625 (304) 239-2300
Long Fork Coal Company	KY	1220	54-1605009	6760 Long Branch Road Belfry, KY 41514 (606) 237-1120
Lynn Branch Coal Company, Inc.	WV	1220	54-1537451	State Route 49 South Lobata, WV 25677 (304) 235-4290
Majestic Mining, Inc.	TX	1220	74-1362695	2 Jerry Fork Road Drennen, WV 26667 (304) 872-5065
Marfork Coal Company, Inc.	WV	1220	55-0723539	Marfork Road, Rte. 3 Pettus, WV 25209 (304) 854-1852
Martin County Coal Corporation	KY	1220	61-0702852	Route 3 South 3201 Ridge Top Road Inez, KY 41224 (606) 395 - 6881
Massey Coal Sales Company, Inc.	VA	1220	54-1188775	4 North 4th Street Richmond, VA 23219 (804) 788-1800
Massey Coal Services, Inc.	WV	1220	54-1095096	315 70th Street, S.E. Charleston, WV 25304 (304) 926-0075
Massey Gas & Oil Company	LA	1220	58-2673773	315 70th Street, S.E. Charleston, WV 25304 (304) 926-0075
Massey Technology Investments, Inc.	VA	1220	54-1834161	4 North 4th Street Richmond, VA 23219 (804) 788-1800
New Market Land Company	WV	1220	31-1557272	24406 U.S. Route 119 Belfry, KY 41514 (606) 353-0928

4

New Ridge Mining Company	KY	1220	61-1218677	5263 State Highway 194-E Kimper, KY 41539 (606) 631-7530
New River Energy Corporation	WV	1220	54-1225713	315 70th Street, S.E. Charleston, WV 25304 (304) 926-0075
Nicco Corporation	WV	1220	55-0584295	2 Jerry Fork Road Drennen, WV 26667 (304) 872-5065
Nicholas Energy Company	WV	1220	55-0761469	2 Jerry Fork Road Drennen, WV 26667 (304) 872-5065
Omar Mining Company	WV	1220	55-0385010	Route 85 South Robinson Creek Road Madison, WV 25130 (304) 369-9101
Peerless Eagle Coal Co.	WV	1220	55-0451306	2 Jerry Fork Road Drennen, WV 26667 (304) 872-5065
Performance Coal Company	WV	1220	55-0736927	130 Frontier Street Naoma, WV 25140 (304) 854-1761
Peter Cave Mining Company	KY	1220	61-1360315	4 North 4th Street Richmond, VA 23219 (804) 788-1800
Pilgrim Mining Company, Inc.	KY	1220	61-1246461	4 North 4th Street Richmond, VA 23219 (804) 788-1800
Power Mountain Coal Company	WV	1220	31-1567082	2 Jerry Fork Road Drennen, WV 26667 (304) 872-5065
Raven Resources, Inc.	FL	1220	59-3036984	315 70th Street, S.E. Charleston, WV 25304 (304) 926-0075
Rawl Sales & Processing, Co.	WV	1220	55-0476477	State Route 49 South Lobata, WV 25677 (304) 235-4290
Road Fork Development Company, Inc.	KY	1220	54-1293743	State Route 49 South Lobata, WV 25677 (304) 235-4290
Robinson-Phillips Coal Company	WV	1220	55-0386264	315 70th Street, S.E. Charleston, WV 25304 (304) 926-0075

5

Rum Creek Coal Sales, Inc.	WV	1220	31-1181801	Route 17 Ethel Hollow Ethel, WV 25076 (304 )752-7850
Russell Fork Coal Company	WV	1220	61-0394431	315 70th Street, S.E. Charleston, WV 25304 (304) 926-0075
SC Coal Corporation	DE	1220	13-2856449	4 North 4th Street Richmond, VA 23219 (804) 788-1800
Scarlet Development Company	PA	1220	25-1782790	4 North 4th Street Richmond, VA 23219 (804) 788-1800
Shannon-Pocahontas Coal Corporation	WV	1220	54-1132767	4 North 4th Street Richmond, VA 23219 (804) 788-1800
Shannon-Pocahontas Mining Company	WV	1220	55-0613879	4 North 4th Street Richmond, VA 23219 (804) 788-1800
Shenandoah Capital Management Corp.	WV	1220	55-0759643	315 70th Street, S.E. Charleston, WV 25304 (304)926-0075
Sidney Coal Company, Inc.	KY	1220	54-1293752	115 N. Big Creek Road Sidney, KY 41564 (606)353-7201
Spartan Mining Company	WV	1220	31-1571923	State Route 49 South Lobata, WV 25677 (304) 235-4290
St. Alban’s Capital Management Corp.	WV	1220	55-0755774	315 70th Street, S.E. Charleston, WV 25304 (304)926-0075
Stirrat Coal Company	WV	1220	55-0728501	Route 44 South Stirrat, WV 25638 (304)946-2639
Stone Mining Company	KY	1220	61-1231896	4 North 4th Street Richmond, VA 23219 (804) 788-1800
Support Mining Company	WV	1220	52-1891104	Marfork Road, Rte. 3 Pettus, WV 25209 (304) 854-1852
Sycamore Fuels, Inc.	WV	1220	54-1527013	4 North 4th Street Richmond, VA 23219 (804) 788-1800
T.C.H. Coal Co.	KY	1220	61-0723123	4 North 4th Street Richmond, VA 23219 (804) 788-1800
Talon Loadout Company	WV	1220	20-2779543	315 70th Street, S.E. Charleston, WV 25304 (304) 926-0075
Tennessee Consolidated Coal Company	TN	1220	62-6029380	1000 Pocket Road Whitwell, TN 37397 (423) 658-5115

6

Tennessee Energy Corp.	TN	1220	62-0719183	1000 Pocket Road Whitwell, TN 37397 (423) 658-5115
Thunder Mining Company	WV	1220	55-0770782	315 70th Street, S.E. Charleston, WV 25304 (304) 926-0075
Town Creek Coal Company	WV	1220	52-1089482	4 North 4th Street Richmond, VA 23219 (804) 788-1800
Trace Creek Coal Company	PA	1220	25-1418260	315 70th Street, S.E. Charleston, WV 25304 (304) 926-0075
Tucson Limited Liability Company	WV	1220	55-0750763	4 North 4th Street Richmond, VA 23219 (804) 788-1800
Vantage Mining Company	KY	1220	54-1289901	State Route 49 South Lobata, WV 25677 (304) 235-4290
White Buck Coal Company	WV	1220	55-0747028	2 Jerry Fork Road Drennen, WV 26667 (304) 872-5065
Williams Mountain Coal Company	WV	1220	55-0729825	130 Frontier Street, Montcoal, WV 25140 (304) 854-1761
Wyomac Coal Company, Inc.	WV	1220	55-0574144	315 70th Street, S.E. Charleston, WV 25304 (304) 926-0075

7

ITEM 1. GENERAL INFORMATION.

Furnish the following information as to the trustee:

(a) Name and address of each examining or supervising authority to which it is subject.

Federal Reserve Bank of Philadelphia	State Bank Commissioner
Ten Independence Mall	555 East Loockerman Street, Suite 210
Philadelphia, PA 19106-1574	Dover, Delaware 19901

(b) Whether it is authorized to exercise corporate trust powers.

The trustee is authorized to exercise corporate trust powers.

ITEM 2. AFFILIATIONS WITH THE OBLIGOR.

If the obligor is an affiliate of the trustee, describe each affiliation:

Based upon an examination of the books and records of the trustee and information available to the trustee, the obligor is not an affiliate of the trustee.

ITEM 16. LIST OF EXHIBITS.

List below all exhibits filed as part of this Statement of Eligibility and Qualification.

• A copy of the Charter of Wilmington Trust Company (Exhibit 1), which includes the certificate of authority of Wilmington Trust Company to commence business (Exhibit 2) and the authorization of Wilmington Trust Company to exercise corporate trust powers (Exhibit 3).

• A copy of the existing By-Laws of Wilmington Trust Company (Exhibit 4).

• Consent of Wilmington Trust Company required by Section 321(b) of the Trust Indenture Act (Exhibit 6).

• A copy of the latest Report of Condition of Wilmington Trust Company (Exhibit 7).

Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Wilmington Trust Company, a corporation organized and existing under the laws of Delaware, has duly caused this Statement of Eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Wilmington and State of Delaware on the 30th day of July, 2008.

[SEAL]		WILMINGTON TRUST COMPANY
Attest:	/s/ Geoffrey J. Lewis	By:	/s/ Denise M. Geran
	Assistant Secretary	Name:	Denise M. Geran
		Title:	Vice President

8

EXHIBIT 1*

AMENDED CHARTER

Wilmington Trust Company

Wilmington, Delaware

As existing on May 9, 1987

* Exhibit 1 also constitutes Exhibits 2 and 3.

Amended Charter

or

Act of Incorporation

of

Wilmington Trust Company

Wilmington Trust Company, originally incorporated by an Act of the General Assembly of the State of Delaware, entitled “An Act to Incorporate the Delaware Guarantee and Trust Company”, approved March 2, A.D. 1901, and the name of which company was changed to “Wilmington Trust Company” by an amendment filed in the Office of the Secretary of State on March 18, A.D. 1903, and the Charter or Act of Incorporation of which company has been from time to time amended and changed by merger agreements pursuant to the corporation law for state banks and trust companies of the State of Delaware, does hereby alter and amend its Charter or Act of Incorporation so that the same as so altered and amended shall in its entirety read as follows:

First:—The name of this corporation is Wilmington Trust Company.

Second:—The location of its principal office in the State of Delaware is at Rodney Square North, in the City of Wilmington, County of New Castle; the name of its resident agent is Wilmington Trust Company whose address is Rodney Square North, in said City. In addition to such principal office, the said corporation maintains and operates branch offices in the City of Newark, New Castle County, Delaware, the Town of Newport, New Castle County, Delaware, at Claymont, New Castle County, Delaware, at Greenville, New Castle County Delaware, and at Milford Cross Roads, New Castle County, Delaware, and shall be empowered to open, maintain and operate branch offices at Ninth and Shipley Streets, 418 Delaware Avenue, 2120 Market Street, and 3605 Market Street, all in the City of Wilmington, New Castle County, Delaware, and such other branch offices or places of business as may be authorized from time to time by the agency or agencies of the government of the State of Delaware empowered to confer such authority.

Third:—(a) The nature of the business and the objects and purposes proposed to be transacted, promoted or carried on by this Corporation are to do any or all of the things herein mentioned as fully and to the same extent as natural persons might or could do and in any part of the world, viz.:

(1) To sue and be sued, complain and defend in any Court of law or equity and to make and use a common seal, and alter the seal at pleasure, to hold, purchase, convey, mortgage or otherwise deal in real and personal estate and property, and to appoint such officers and agents as the business of the Corporation shall require, to make by-laws not inconsistent with the Constitution or laws of the United States or of this State, to discount bills, notes or other evidences of debt, to receive deposits of money, or securities for money, to buy gold and silver bullion and foreign coins, to buy and sell bills of exchange, and generally to use, exercise and enjoy all the powers, rights, privileges and franchises incident to a corporation which are proper or necessary for the transaction of the business of the Corporation hereby created.

(2) To insure titles to real and personal property, or any estate or interests therein, and to guarantee the holder of such property, real or personal, against any claim or claims, adverse to his interest therein, and to prepare and give certificates of title for any lands or premises in the State of Delaware, or elsewhere.

(3) To act as factor, agent, broker or attorney in the receipt, collection, custody, investment and management of funds, and the purchase, sale, management and disposal of property of all descriptions, and to prepare and execute all papers which may be necessary or proper in such business.

(4) To prepare and draw agreements, contracts, deeds, leases, conveyances, mortgages, bonds and legal papers of every description, and to carry on the business of conveyancing in all its branches.

(5) To receive upon deposit for safekeeping money, jewelry, plate, deeds, bonds and any and all other personal property of every sort and kind, from executors, administrators, guardians, public officers, courts, receivers, assignees, trustees, and from all fiduciaries, and from all other persons and individuals, and from all corporations whether state, municipal, corporate or private, and to rent boxes, safes, vaults and other receptacles for such property.

(6) To act as agent or otherwise for the purpose of registering, issuing, certificating, countersigning, transferring or underwriting the stock, bonds or other obligations of any corporation, association, state or municipality, and may receive and manage any sinking fund therefor on such terms as may be agreed upon between the two parties, and in like manner may act as Treasurer of any corporation or municipality.

(7) To act as Trustee under any deed of trust, mortgage, bond or other instrument issued by any state, municipality, body politic, corporation, association or person, either alone or in conjunction with any other person or persons, corporation or corporations.

(8) To guarantee the validity, performance or effect of any contract or agreement, and the fidelity of persons holding places of responsibility or trust; to become surety for any person, or persons, for the faithful performance of any trust, office, duty, contract or agreement, either by itself or in conjunction with any other person, or persons, corporation, or corporations, or in like manner become surety upon any bond, recognizance, obligation, judgment, suit, order, or decree to be entered in any court of record within the State of Delaware or elsewhere, or which may now or hereafter be required by any law, judge, officer or court in the State of Delaware or elsewhere.

(9) To act by any and every method of appointment as trustee, trustee in bankruptcy, receiver, assignee, assignee in bankruptcy, executor, administrator, guardian, bailee, or in any other trust capacity in the receiving, holding, managing, and disposing of any and all estates and property, real, personal or mixed, and to be appointed as such trustee, trustee in bankruptcy, receiver, assignee, assignee in bankruptcy, executor, administrator, guardian or bailee by any persons, corporations, court, officer, or authority, in the State of Delaware or elsewhere; and whenever this Corporation is so appointed by any person, corporation, court, officer or authority such trustee, trustee in bankruptcy, receiver, assignee,

2

assignee in bankruptcy, executor, administrator, guardian, bailee, or in any other trust capacity, it shall not be required to give bond with surety, but its capital stock shall be taken and held as security for the performance of the duties devolving upon it by such appointment.

(10) And for its care, management and trouble, and the exercise of any of its powers hereby given, or for the performance of any of the duties which it may undertake or be called upon to perform, or for the assumption of any responsibility the said Corporation may be entitled to receive a proper compensation.

(11) To purchase, receive, hold and own bonds, mortgages, debentures, shares of capital stock, and other securities, obligations, contracts and evidences of indebtedness, of any private, public or municipal corporation within and without the State of Delaware, or of the Government of the United States, or of any state, territory, colony, or possession thereof, or of any foreign government or country; to receive, collect, receipt for, and dispose of interest, dividends and income upon and from any of the bonds, mortgages, debentures, notes, shares of capital stock, securities, obligations, contracts, evidences of indebtedness and other property held and owned by it, and to exercise in respect of all such bonds, mortgages, debentures, notes, shares of capital stock, securities, obligations, contracts, evidences of indebtedness and other property, any and all the rights, powers and privileges of individual owners thereof, including the right to vote thereon; to invest and deal in and with any of the moneys of the Corporation upon such securities and in such manner as it may think fit and proper, and from time to time to vary or realize such investments; to issue bonds and secure the same by pledges or deeds of trust or mortgages of or upon the whole or any part of the property held or owned by the Corporation, and to sell and pledge such bonds, as and when the Board of Directors shall determine, and in the promotion of its said corporate business of investment and to the extent authorized by law, to lease, purchase, hold, sell, assign, transfer, pledge, mortgage and convey real and personal property of any name and nature and any estate or interest therein.

(b) In furtherance of, and not in limitation, of the powers conferred by the laws of the State of Delaware, it is hereby expressly provided that the said Corporation shall also have the following powers:

(1) To do any or all of the things herein set forth, to the same extent as natural persons might or could do, and in any part of the world.

(2) To acquire the good will, rights, property and franchises and to undertake the whole or any part of the assets and liabilities of any person, firm, association or corporation, and to pay for the same in cash, stock of this Corporation, bonds or otherwise; to hold or in any manner to dispose of the whole or any part of the property so purchased; to conduct in any lawful manner the whole or any part of any business so acquired, and to exercise all the powers necessary or convenient in and about the conduct and management of such business.

(3) To take, hold, own, deal in, mortgage or otherwise lien, and to lease, sell, exchange, transfer, or in any manner whatever dispose of property, real, personal or mixed, wherever situated.

3

(4) To enter into, make, perform and carry out contracts of every kind with any person, firm, association or corporation, and, without limit as to amount, to draw, make, accept, endorse, discount, execute and issue promissory notes, drafts, bills of exchange, warrants, bonds, debentures, and other negotiable or transferable instruments.

(5) To have one or more offices, to carry on all or any of its operations and businesses, without restriction to the same extent as natural persons might or could do, to purchase or otherwise acquire, to hold, own, to mortgage, sell, convey or otherwise dispose of, real and personal property, of every class and description, in any State, District, Territory or Colony of the United States, and in any foreign country or place.

(6) It is the intention that the objects, purposes and powers specified and clauses contained in this paragraph shall (except where otherwise expressed in said paragraph) be nowise limited or restricted by reference to or inference from the terms of any other clause of this or any other paragraph in this charter, but that the objects, purposes and powers specified in each of the clauses of this paragraph shall be regarded as independent objects, purposes and powers.

Fourth:—(a) The total number of shares of all classes of stock which the Corporation shall have authority to issue is forty-one million (41,000,000) shares, consisting of:

(1) One million (1,000,000) shares of Preferred stock, par value $10.00 per share (hereinafter referred to as “Preferred Stock”); and

(2) Forty million (40,000,000) shares of Common Stock, par value $1.00 per share (hereinafter referred to as “Common Stock”).

(b) Shares of Preferred Stock may be issued from time to time in one or more series as may from time to time be determined by the Board of Directors each of said series to be distinctly designated. All shares of any one series of Preferred Stock shall be alike in every particular, except that there may be different dates from which dividends, if any, thereon shall be cumulative, if made cumulative. The voting powers and the preferences and relative, participating, optional and other special rights of each such series, and the qualifications, limitations or restrictions thereof, if any, may differ from those of any and all other series at any time outstanding; and, subject to the provisions of subparagraph 1 of Paragraph (c) of this Article Fourth, the Board of Directors of the Corporation is hereby expressly granted authority to fix by resolution or resolutions adopted prior to the issuance of any shares of a particular series of Preferred Stock, the voting powers and the designations, preferences and relative, optional and other special rights, and the qualifications, limitations and restrictions of such series, including, but without limiting the generality of the foregoing, the following:

(1) The distinctive designation of, and the number of shares of Preferred Stock which shall constitute such series, which number may be increased (except where otherwise provided by the Board of Directors) or decreased (but not below the number of shares thereof then outstanding) from time to time by like action of the Board of Directors;

4

(2) The rate and times at which, and the terms and conditions on which, dividends, if any, on Preferred Stock of such series shall be paid, the extent of the preference or relation, if any, of such dividends to the dividends payable on any other class or classes, or series of the same or other class of stock and whether such dividends shall be cumulative or non-cumulative;

(3) The right, if any, of the holders of Preferred Stock of such series to convert the same into or exchange the same for, shares of any other class or classes or of any series of the same or any other class or classes of stock of the Corporation and the terms and conditions of such conversion or exchange;

(4) Whether or not Preferred Stock of such series shall be subject to redemption, and the redemption price or prices and the time or times at which, and the terms and conditions on which, Preferred Stock of such series may be redeemed.

(5) The rights, if any, of the holders of Preferred Stock of such series upon the voluntary or involuntary liquidation, merger, consolidation, distribution or sale of assets, dissolution or winding-up, of the Corporation.

(6) The terms of the sinking fund or redemption or purchase account, if any, to be provided for the Preferred Stock of such series; and

(7) The voting powers, if any, of the holders of such series of Preferred Stock which may, without limiting the generality of the foregoing include the right, voting as a series or by itself or together with other series of Preferred Stock or all series of Preferred Stock as a class, to elect one or more directors of the Corporation if there shall have been a default in the payment of dividends on any one or more series of Preferred Stock or under such circumstances and on such conditions as the Board of Directors may determine.

(c) (1) After the requirements with respect to preferential dividends on the Preferred Stock (fixed in accordance with the provisions of section (b) of this Article Fourth), if any, shall have been met and after the Corporation shall have complied with all the requirements, if any, with respect to the setting aside of sums as sinking funds or redemption or purchase accounts (fixed in accordance with the provisions of section (b) of this Article Fourth), and subject further to any conditions which may be fixed in accordance with the provisions of section (b) of this Article Fourth, then and not otherwise the holders of Common Stock shall be entitled to receive such dividends as may be declared from time to time by the Board of Directors.

(2) After distribution in full of the preferential amount, if any, (fixed in accordance with the provisions of section (b) of this Article Fourth), to be distributed to the holders of Preferred Stock in the event of voluntary or involuntary liquidation, distribution or sale of assets, dissolution or winding-up, of the Corporation, the holders of the Common Stock shall be entitled to receive all of the remaining assets of the Corporation, tangible and intangible, of whatever kind available for distribution to stockholders ratably in proportion to the number of shares of Common Stock held by them respectively.

5

(3) Except as may otherwise be required by law or by the provisions of such resolution or resolutions as may be adopted by the Board of Directors pursuant to section (b) of this Article Fourth, each holder of Common Stock shall have one vote in respect of each share of Common Stock held on all matters voted upon by the stockholders.

(d) No holder of any of the shares of any class or series of stock or of options, warrants or other rights to purchase shares of any class or series of stock or of other securities of the Corporation shall have any preemptive right to purchase or subscribe for any unissued stock of any class or series or any additional shares of any class or series to be issued by reason of any increase of the authorized capital stock of the Corporation of any class or series, or bonds, certificates of indebtedness, debentures or other securities convertible into or exchangeable for stock of the Corporation of any class or series, or carrying any right to purchase stock of any class or series, but any such unissued stock, additional authorized issue of shares of any class or series of stock or securities convertible into or exchangeable for stock, or carrying any right to purchase stock, may be issued and disposed of pursuant to resolution of the Board of Directors to such persons, firms, corporations or associations, whether such holders or others, and upon such terms as may be deemed advisable by the Board of Directors in the exercise of its sole discretion.

(e) The relative powers, preferences and rights of each series of Preferred Stock in relation to the relative powers, preferences and rights of each other series of Preferred Stock shall, in each case, be as fixed from time to time by the Board of Directors in the resolution or resolutions adopted pursuant to authority granted in section (b) of this Article Fourth and the consent, by class or series vote or otherwise, of the holders of such of the series of Preferred Stock as are from time to time outstanding shall not be required for the issuance by the Board of Directors of any other series of Preferred Stock whether or not the powers, preferences and rights of such other series shall be fixed by the Board of Directors as senior to, or on a parity with, the powers, preferences and rights of such outstanding series, or any of them; provided, however, that the Board of Directors may provide in the resolution or resolutions as to any series of Preferred Stock adopted pursuant to section (b) of this Article Fourth that the consent of the holders of a majority (or such greater proportion as shall be therein fixed) of the outstanding shares of such series voting thereon shall be required for the issuance of any or all other series of Preferred Stock.

(f) Subject to the provisions of section (e), shares of any series of Preferred Stock may be issued from time to time as the Board of Directors of the Corporation shall determine and on such terms and for such consideration as shall be fixed by the Board of Directors.

(g) Shares of Common Stock may be issued from time to time as the Board of Directors of the Corporation shall determine and on such terms and for such consideration as shall be fixed by the Board of Directors.

(h) The authorized amount of shares of Common Stock and of Preferred Stock may, without a class or series vote, be increased or decreased from time to time by the affirmative vote of the holders of a majority of the stock of the Corporation entitled to vote thereon.

6

Fifth:—(a) The business and affairs of the Corporation shall be conducted and managed by a Board of Directors. The number of directors constituting the entire Board shall be not less than five nor more than twenty-five as fixed from time to time by vote of a majority of the whole Board, provided, however, that the number of directors shall not be reduced so as to shorten the term of any director at the time in office, and provided further, that the number of directors constituting the whole Board shall be twenty-four until otherwise fixed by a majority of the whole Board.

(b) The Board of Directors shall be divided into three classes, as nearly equal in number as the then total number of directors constituting the whole Board permits, with the term of office of one class expiring each year. At the annual meeting of stockholders in 1982, directors of the first class shall be elected to hold office for a term expiring at the next succeeding annual meeting, directors of the second class shall be elected to hold office for a term expiring at the second succeeding annual meeting and directors of the third class shall be elected to hold office for a term expiring at the third succeeding annual meeting. Any vacancies in the Board of Directors for any reason, and any newly created directorships resulting from any increase in the directors, may be filled by the Board of Directors, acting by a majority of the directors then in office, although less than a quorum, and any directors so chosen shall hold office until the next annual election of directors. At such election, the stockholders shall elect a successor to such director to hold office until the next election of the class for which such director shall have been chosen and until his successor shall be elected and qualified. No decrease in the number of directors shall shorten the term of any incumbent director.

(c) Notwithstanding any other provisions of this Charter or Act of Incorporation or the By-Laws of the Corporation (and notwithstanding the fact that some lesser percentage may be specified by law, this Charter or Act of Incorporation or the By-Laws of the Corporation), any director or the entire Board of Directors of the Corporation may be removed at any time without cause, but only by the affirmative vote of the holders of two-thirds or more of the outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors (considered for this purpose as one class) cast at a meeting of the stockholders called for that purpose.

(d) Nominations for the election of directors may be made by the Board of Directors or by any stockholder entitled to vote for the election of directors. Such nominations shall be made by notice in writing, delivered or mailed by first class United States mail, postage prepaid, to the Secretary of the Corporation not less than 14 days nor more than 50 days prior to any meeting of the stockholders called for the election of directors; provided, however, that if less than 21 days’ notice of the meeting is given to stockholders, such written notice shall be delivered or mailed, as prescribed, to the Secretary of the Corporation not later than the close of the seventh day following the day on which notice of the meeting was mailed to stockholders. Notice of nominations which are proposed by the Board of Directors shall be given by the Chairman on behalf of the Board.

(e) Each notice under subsection (d) shall set forth (i) the name, age, business address and, if known, residence address of each nominee proposed in such notice, (ii) the principal occupation or employment of such nominee and (iii) the number of shares of stock of the Corporation which are beneficially owned by each such nominee.

(f) The Chairman of the meeting may, if the facts warrant, determine and declare to

7

the meeting that a nomination was not made in accordance with the foregoing procedure, and if he should so determine, he shall so declare to the meeting and the defective nomination shall be disregarded.

(g) No action required to be taken or which may be taken at any annual or special meeting of stockholders of the Corporation may be taken without a meeting, and the power of stockholders to consent in writing, without a meeting, to the taking of any action is specifically denied.

Sixth:—The Directors shall choose such officers, agents and servants as may be provided in the By-Laws as they may from time to time find necessary or proper.

Seventh:—The Corporation hereby created is hereby given the same powers, rights and privileges as may be conferred upon corporations organized under the Act entitled “An Act Providing a General Corporation Law”, approved March 10, 1899, as from time to time amended.

Eighth:—This Act shall be deemed and taken to be a private Act.

Ninth:—This Corporation is to have perpetual existence.

Tenth:—The Board of Directors, by resolution passed by a majority of the whole Board, may designate any of their number to constitute an Executive Committee, which Committee, to the extent provided in said resolution, or in the By-Laws of the Company, shall have and may exercise all of the powers of the Board of Directors in the management of the business and affairs of the Corporation, and shall have power to authorize the seal of the Corporation to be affixed to all papers which may require it.

Eleventh:—The private property of the stockholders shall not be liable for the payment of corporate debts to any extent whatever.

Twelfth:—The Corporation may transact business in any part of the world.

Thirteenth:—The Board of Directors of the Corporation is expressly authorized to make, alter or repeal the By-Laws of the Corporation by a vote of the majority of the entire Board. The stockholders may make, alter or repeal any By-Law whether or not adopted by them, provided however, that any such additional By-Laws, alterations or repeal may be adopted only by the affirmative vote of the holders of two-thirds or more of the outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors (considered for this purpose as one class).

Fourteenth:—Meetings of the Directors may be held outside of the State of Delaware at such places as may be from time to time designated by the Board, and the Directors may keep the books of the Company outside of the State of Delaware at such places as may be from time to time designated by them.

Fifteenth:—(a) (1) In addition to any affirmative vote required by law, and except as otherwise expressly provided in sections (b) and (c) of this Article Fifteenth:

(A) any merger or consolidation of the Corporation or any Subsidiary (as hereinafter

8

defined) with or into (i) any Interested Stockholder (as hereinafter defined) or (ii) any other corporation (whether or not itself an Interested Stockholder), which, after such merger or consolidation, would be an Affiliate (as hereinafter defined) of an Interested Stockholder, or

(B) any sale, lease, exchange, mortgage, pledge, transfer or other disposition (in one transaction or a series of related transactions) to or with any Interested Stockholder or any Affiliate of any Interested Stockholder of any assets of the Corporation or any Subsidiary having an aggregate fair market value of $1,000,000 or more, or

(C) the issuance or transfer by the Corporation or any Subsidiary (in one transaction or a series of related transactions) of any securities of the Corporation or any Subsidiary to any Interested Stockholder or any Affiliate of any Interested Stockholder in exchange for cash, securities or other property (or a combination thereof) having an aggregate fair market value of $1,000,000 or more, or

(D) the adoption of any plan or proposal for the liquidation or dissolution of the Corporation, or

(E) any reclassification of securities (including any reverse stock split), or recapitalization of the Corporation, or any merger or consolidation of the Corporation with any of its Subsidiaries or any similar transaction (whether or not with or into or otherwise involving an Interested Stockholder) which has the effect, directly or indirectly, of increasing the proportionate share of the outstanding shares of any class of equity or convertible securities of the Corporation or any Subsidiary which is directly or indirectly owned by any Interested Stockholder, or any Affiliate of any Interested Stockholder,

shall require the affirmative vote of the holders of at least two-thirds of the outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors, considered for the purpose of this Article Fifteenth as one class (“Voting Shares”). Such affirmative vote shall be required notwithstanding the fact that no vote may be required, or that some lesser percentage may be specified, by law or in any agreement with any national securities exchange or otherwise.

(2) The term “business combination” as used in this Article Fifteenth shall mean any transaction which is referred to in any one or more of clauses (A) through (E) of paragraph 1 of the section (a).

(b) The provisions of section (a) of this Article Fifteenth shall not be applicable to any particular business combination and such business combination shall require only such affirmative vote as is required by law and any other provisions of the Charter or Act of Incorporation or By-Laws if such business combination has been approved by a majority of the whole Board.

(c) For the purposes of this Article Fifteenth:

(1) A “person” shall mean any individual, firm, corporation or other entity.

9

(2) “Interested Stockholder” shall mean, in respect of any business combination, any person (other than the Corporation or any Subsidiary) who or which as of the record date for the determination of stockholders entitled to notice of and to vote on such business combination, or immediately prior to the consummation of any such transaction:

(A) is the beneficial owner, directly or indirectly, of more than 10% of the Voting Shares, or

(B) is an Affiliate of the Corporation and at any time within two years prior thereto was the beneficial owner, directly or indirectly, of not less than 10% of the then outstanding voting Shares, or

(C) is an assignee of or has otherwise succeeded in any share of capital stock of the Corporation which were at any time within two years prior thereto beneficially owned by any Interested Stockholder, and such assignment or succession shall have occurred in the course of a transaction or series of transactions not involving a public offering within the meaning of the Securities Act of 1933.

(3) A person shall be the “beneficial owner” of any Voting Shares:

(A) which such person or any of its Affiliates and Associates (as hereafter defined) beneficially own, directly or indirectly, or

(B) which such person or any of its Affiliates or Associates has (i) the right to acquire (whether such right is exercisable immediately or only after the passage of time), pursuant to any agreement, arrangement or understanding or upon the exercise of conversion rights, exchange rights, warrants or options, or otherwise, or (ii) the right to vote pursuant to any agreement, arrangement or understanding, or

(C) which are beneficially owned, directly or indirectly, by any other person with which such first mentioned person or any of its Affiliates or Associates has any agreement, arrangement or understanding for the purpose of acquiring, holding, voting or disposing of any shares of capital stock of the Corporation.

(4) The outstanding Voting Shares shall include shares deemed owned through application of paragraph (3) above but shall not include any other Voting Shares which may be issuable pursuant to any agreement, or upon exercise of conversion rights, warrants or options or otherwise.

(5) “Affiliate” and “Associate” shall have the respective meanings given those terms in Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934, as in effect on December 31, 1981.

(6) “Subsidiary” shall mean any corporation of which a majority of any class of

10

equity security (as defined in Rule 3a11-1 of the General Rules and Regulations under the Securities Exchange Act of 1934, as in effect on December 31, 1981) is owned, directly or indirectly, by the Corporation; provided, however, that for the purposes of the definition of Investment Stockholder set forth in paragraph (2) of this section (c), the term “Subsidiary” shall mean only a corporation of which a majority of each class of equity security is owned, directly or indirectly, by the Corporation.

(d) majority of the directors shall have the power and duty to determine for the purposes of this Article Fifteenth on the basis of information known to them, (1) the number of Voting Shares beneficially owned by any person (2) whether a person is an Affiliate or Associate of another, (3) whether a person has an agreement, arrangement or understanding with another as to the matters referred to in paragraph (3) of section (c), or (4) whether the assets subject to any business combination or the consideration received for the issuance or transfer of securities by the Corporation, or any Subsidiary has an aggregate fair market value of $1,000,000 or more.

(e) Nothing contained in this Article Fifteenth shall be construed to relieve any Interested Stockholder from any fiduciary obligation imposed by law.

Sixteenth: Notwithstanding any other provision of this Charter or Act of Incorporation or the By-Laws of the Corporation (and in addition to any other vote that may be required by law, this Charter or Act of Incorporation by the By-Laws), the affirmative vote of the holders of at least two-thirds of the outstanding shares of the capital stock of the Corporation entitled to vote generally in the election of directors (considered for this purpose as one class) shall be required to amend, alter or repeal any provision of Articles Fifth, Thirteenth, Fifteenth or Sixteenth of this Charter or Act of Incorporation.

Seventeenth:

(a) a Director of this Corporation shall not be liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a Director, except to the extent such exemption from liability or limitation thereof is not permitted under the Delaware General Corporation Laws as the same exists or may hereafter be amended.

(b) Any repeal or modification of the foregoing paragraph shall not adversely affect any right or protection of a Director of the Corporation existing hereunder with respect to any act or omission occurring prior to the time of such repeal or modification.”

11

EXHIBIT 4

BY-LAWS

WILMINGTON TRUST COMPANY

WILMINGTON, DELAWARE

As existing on December 16, 2004

BY-LAWS OF WILMINGTON TRUST COMPANY

ARTICLE 1

Stockholders’ Meetings

Section 1. Annual Meeting. The annual meeting of stockholders shall be held on the third Thursday in April each year at the principal office at the Company or at such other date, time or place as may be designated by resolution by the Board of Directors.

Section 2. Special Meetings. Special meetings of stockholders may be called at any time by the Board of Directors, the Chairman of the Board, the Chief Executive Officer or the President.

Section 3. Notice. Notice of all meetings of the stockholders shall be given by mailing to each stockholder at least ten (10) days before said meeting, at his last known address, a written or printed notice fixing the time and place of such meeting.

Section 4. Quorum. A majority in the amount of the capital stock of the Company issued and outstanding on the record date, as herein determined, shall constitute a quorum at all meetings of stockholders for the transaction of any business, but the holders of a smaller number of shares may adjourn from time to time, without further notice, until a quorum is secured. At each annual or special meeting of stockholders, each stockholder shall be entitled to one vote, either in person or by proxy, for each share of stock registered in the stockholder’s name on the books of the Company on the record date for any such meeting as determined herein.

ARTICLE 2

Directors

Section 1. Management. The affairs and business of the Company shall be managed by or under the direction of the Board of Directors.

Section 2. Number. The authorized number of directors that shall constitute the Board of Directors shall be fixed from time to time by or pursuant to a resolution passed by a majority of the Board of Directors within the parameters set by the Charter of the Company. No more than two directors may also be employees of the Company or any affiliate thereof.

Section 3. Qualification. In addition to any other provisions of these Bylaws, to be qualified for nomination for election or appointment to the Board of Directors, a person must have not attained the age of sixty-nine years at the time of such election or appointment, provided however, the Nominating and Corporate Governance Committee may waive such qualification as to a particular candidate otherwise qualified to serve as a director upon a good faith determination by such committee that such a waiver is in the best interests of the Company and its stockholders. The Chairman of the Board and the Chief Executive Officer shall not be qualified to continue to serve as directors upon the termination of their service in those offices for any reason.

Section 4. Meetings. The Board of Directors shall meet at the principal office of the Company or elsewhere in its discretion at such times to be determined by a majority of its members, or at the call of the Chairman of the Board of Directors, the Chief Executive Officer or the President.

Section 5. Special Meetings. Special meetings of the Board of Directors may be called at any time by the Chairman of the Board, the Chief Executive Officer or the President, and shall be called upon the written request of a majority of the directors.

Section 6. Quorum. A majority of the directors elected and qualified shall be necessary to constitute a quorum for the transaction of business at any meeting of the Board of Directors.

Section 7. Notice. Written notice shall be sent by mail to each director of any special meeting of the Board of Directors, and of any change in the time or place of any regular meeting, stating the time and place of such meeting, which shall be mailed not less than two days before the time of holding such meeting.

Section 8. Vacancies. In the event of the death, resignation, removal, inability to act or disqualification of any director, the Board of Directors, although less than a quorum, shall have the right to elect the successor who shall hold office for the remainder of the full term of the class of directors in which the vacancy occurred, and until such director’s successor shall have been duly elected and qualified.

Section 9. Organization Meeting. The Board of Directors at its first meeting after its election by the stockholders shall appoint an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee, and shall elect from its own members a Chairman of the Board, a Chief Executive Officer and a President, who may be the same person. The Board of Directors shall also elect at such meeting a Secretary and a Chief Financial Officer, who may be the same person, and may appoint at any time such committees as it may deem advisable. The Board of Directors may also elect at such meeting one or more Associate Directors. The Board of Directors, or a committee designated by the Board of Directors may elect or appoint such other officers as they may deem advisable.

Section 10. Removal. The Board of Directors may at any time remove, with or without cause, any member of any committee appointed by it or any associate director or officer elected by it and may appoint or elect his successor.

Section 11. Responsibility of Officers. The Board of Directors may designate an officer to be in charge of such departments or divisions of the Company as it may deem advisable.

Section 12. Participation in Meetings. The Board of Directors or any committee of the Board of Directors may participate in a meeting of the Board of Directors or such committee, as the case may be, by conference telephone, video facilities or other communications equipment. Any action required or permitted to be taken at any meeting of the Board of Directors or any committee thereof may be taken without a meeting if all of the members of the Board of Directors or the committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of the Board of Directors or such committee.

2

ARTICLE 3

Committees of the Board of Directors

Section 1. Audit Committee.

(A) The Audit Committee shall be composed of not more than five (5) members, who shall be selected by the Board of Directors from its own members, none of whom shall be an officer or employee of the Company, and shall hold office at the pleasure of the Board.

(B) The Audit Committee shall have general supervision over the Audit Services Division in all matters however subject to the approval of the Board of Directors; it shall consider all matters brought to its attention by the officer in charge of the Audit Services Division, review all reports of examination of the Company made by any governmental agency or such independent auditor employed for that purpose, and make such recommendations to the Board of Directors with respect thereto or with respect to any other matters pertaining to auditing the Company as it shall deem desirable.

(C) The Audit Committee shall meet whenever and wherever its Chairperson, the Chairman of the Board, the Chief Executive Officer, the President or a majority of the Committee’s members shall deem it to be proper for the transaction of its business. A majority of the Committee’s members shall constitute a quorum for the transaction of business. The acts of the majority at a meeting at which a quorum is present shall constitute action by the Committee.

Section 2. Compensation Committee.

(A) The Compensation Committee shall be composed of not more than five (5) members, who shall be selected by the Board of Directors from its own members, none of whom shall be an officer or employee of the Company, and shall hold office at the pleasure of the Board of Directors.

(B) The Compensation Committee shall in general advise upon all matters of policy concerning compensation, including salaries and employee benefits.

(C) The Compensation Committee shall meet whenever and wherever its Chairperson, the Chairman of the Board, the Chief Executive Officer, the President or a majority of the Committee’s members shall deem it to be proper for the transaction of its business. A majority of the Committee’s members shall constitute a quorum for the transaction of business. The acts of the majority at a meeting at which a quorum is present shall constitute action by the Committee.

Section 3. Nominating and Corporate Governance Committee.

(A) The Nominating and Corporate Governance Committee shall be composed of not more than five members, who shall be selected by the Board of Directors from its own members, none of whom shall be an officer or employee of the Company, and shall hold office at the pleasure of the Board of Directors.

(B) The Nominating and Corporate Governance Committee shall provide counsel and make recommendations to the Chairman of the Board and the full Board with respect to the performance of the Chairman of the Board and the Chief Executive Officer, candidates for membership on the Board of Directors and its committees, matters of corporate governance, succession planning for the Company’s executive management and significant shareholder relations issues.

3

(C) The Nominating and Corporate Governance Committee shall meet whenever and wherever its Chairperson, the Chairman of the Board, the Chief Executive Officer, the President, or a majority of the Committee’s members shall deem it to be proper for the transaction of its business. A majority of the Committee’s members shall constitute a quorum for the transaction of business. The acts of the majority at a meeting at which a quorum is present shall constitute action by the Committee.

Section 4. Other Committees. The Company may have such other committees with such powers as the Board may designate from time to time by resolution or by an amendment to these Bylaws.

Section 5. Associate Directors.

(A) Any person who has served as a director may be elected by the Board of Directors as an associate director, to serve at the pleasure of the Board of Directors.

(B) Associate directors shall be entitled to attend all meetings of directors and participate in the discussion of all matters brought to the Board of Directors, but will not have a right to vote.

Section 6. Absence or Disqualification of Any Member of a Committee. In the absence or disqualification of any member of any committee created under Article III of these Bylaws, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member.

ARTICLE 4

Officers

Section 1. Chairman of the Board. The Chairman of the Board shall preside at all meetings of the Board of Directors and shall have such further authority and powers and shall perform such duties the Board of Directors may assign to him from time to time.

Section 2. Chief Executive Officer. The Chief Executive Officer shall have the powers and duties pertaining to the office of Chief Executive Officer conferred or imposed upon him by statute, incident to his office or as the Board of Directors may assign to him from time to time. In the absence of the Chairman of the Board, the Chief Executive Officer shall have the powers and duties of the Chairman of the Board.

Section 3. President. The President shall have the powers and duties pertaining to the office of the President conferred or imposed upon him by statute, incident to his office or as the Board of Directors may assign to him from time to time. In the absence of the Chairman of the Board and the Chief Executive Officer, the President shall have the powers and duties of the Chairman of the Board.

Section 4. Duties. The Chairman of the Board, the Chief Executive Officer or the President, as designated by the Board of Directors, shall carry into effect all legal directions of the Board of Directors and shall at all times exercise general supervision over the interest, affairs and operations of the Company and perform all duties incident to his office.

4

Section 5. Vice Presidents. There may be one or more Vice Presidents, however denominated by the Board of Directors, who may at any time perform all of the duties of the Chairman of the Board, the Chief Executive Officer and/or the President and such other powers and duties incident to their respective offices or as the Board of Directors, the Chairman of the Board, the Chief Executive Officer or the President or the officer in charge of the department or division to which they are assigned may assign to them from time to time.

Section 6. Secretary. The Secretary shall attend to the giving of notice of meetings of the stockholders and the Board of Directors, as well as the committees thereof, to the keeping of accurate minutes of all such meetings, recording the same in the minute books of the Company and in general notifying the Board of Directors of material matters affecting the Company on a timely basis. In addition to the other notice requirements of these Bylaws and as may be practicable under the circumstances, all such notices shall be in writing and mailed well in advance of the scheduled date of any such meeting. He shall have custody of the corporate seal, affix the same to any documents requiring such corporate seal, attest the same and perform other duties incident to his office.

Section 7. Chief Financial Officer. The Chief Financial Officer shall have general supervision over all assets and liabilities of the Company. He shall be custodian of and responsible for all monies, funds and valuables of the Company and for the keeping of proper records of the evidence of property or indebtedness and of all transactions of the Company. He shall have general supervision of the expenditures of the Company and periodically shall report to the Board of Directors the condition of the Company, and perform such other duties incident to his office or as the Board of Directors, the Chairman of the Board, the Chief Executive Officer or the President may assign to him from time to time.

Section 8. Controller. There may be a Controller who shall exercise general supervision over the internal operations of the Company, including accounting, and shall render to the Board of Directors or the Audit Committee at appropriate times a report relating to the general condition and internal operations of the Company and perform other duties incident to his office.

There may be one or more subordinate accounting or controller officers however denominated, who may perform the duties of the Controller and such duties as may be prescribed by the Controller.

Section 9. Audit Officers. The officer designated by the Board of Directors to be in charge of the Audit Services Division of the Company, with such title as the Board of Directors shall prescribe, shall report to and be directly responsible to the Audit Committee and the Board of Directors.

There shall be an Auditor and there may be one or more Audit Officers, however denominated, who may perform all the duties of the Auditor and such duties as may be prescribed by the officer in charge of the Audit Services Division.

Section 10. Other Officers. There may be one or more officers, subordinate in rank to all Vice Presidents with such functional titles as shall be determined from time to time by the Board of Directors, who shall ex officio hold the office of Assistant Secretary of the Company and who may perform such duties as may be prescribed by the officer in charge of the department or division to which they are assigned.

5

Section 11. Powers and Duties of Other Officers. The powers and duties of all other officers of the Company shall be those usually pertaining to their respective offices, subject to the direction of the Board of Directors, the Chairman of the Board, the Chief Executive Officer or the President and the officer in charge of the department or division to which they are assigned.

Section 12. Number of Offices. Any one or more offices of the Company may be held by the same person, except that (A) no individual may hold more than one of the offices of Chief Financial Officer, Controller or Audit Officer and (B) none of the Chairman of the Board, the Chief Executive Officer or the President may hold any office mentioned in Section 12(A).

ARTICLE 5

Stock and Stock Certificates

Section 1. Transfer. Shares of stock shall be transferable on the books of the Company and a transfer book shall be kept in which all transfers of stock shall be recorded.

Section 2. Certificates. Every holder of stock shall be entitled to have a certificate signed by or in the name of the Company by the Chairman of the Board, the Chief Executive Officer or the President or a Vice President, and by the Secretary or an Assistant Secretary, of the Company, certifying the number of shares owned by him in the Company. The corporate seal affixed thereto, and any of or all the signatures on the certificate, may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Company with the same effect as if he were such officer, transfer agent or registrar at the date of issue. Duplicate certificates of stock shall be issued only upon giving such security as may be satisfactory to the Board of Directors.

Section 3. Record Date. The Board of Directors is authorized to fix in advance a record date for the determination of the stockholders entitled to notice of, and to vote at, any meeting of stockholders and any adjournment thereof, or entitled to receive payment of any dividend, or to any allotment of rights, or to exercise any rights in respect of any change, conversion or exchange of capital stock, or in connection with obtaining the consent of stockholders for any purpose, which record date shall not be more than 60 nor less than 10 days preceding the date of any meeting of stockholders or the date for the payment of any dividend, or the date for the allotment of rights, or the date when any change or conversion or exchange of capital stock shall go into effect, or a date in connection with obtaining such consent.

ARTICLE 6

Seal

The corporate seal of the Company shall be in the following form:

Between two concentric circles the words “Wilmington Trust Company” within the inner circle the words “Wilmington, Delaware.”

ARTICLE 7

Fiscal Year

The fiscal year of the Company shall be the calendar year.

6

ARTICLE 8

Execution of Instruments of the Company

The Chairman of the Board, the Chief Executive Officer, the President or any Vice President, however denominated by the Board of Directors, shall have full power and authority to enter into, make, sign, execute, acknowledge and/or deliver and the Secretary or any Assistant Secretary shall have full power and authority to attest and affix the corporate seal of the Company to any and all deeds, conveyances, assignments, releases, contracts, agreements, bonds, notes, mortgages and all other instruments incident to the business of this Company or in acting as executor, administrator, guardian, trustee, agent or in any other fiduciary or representative capacity by any and every method of appointment or by whatever person, corporation, court officer or authority in the State of Delaware, or elsewhere, without any specific authority, ratification, approval or confirmation by the Board of Directors, and any and all such instruments shall have the same force and validity as though expressly authorized by the Board of Directors.

ARTICLE 9

Compensation of Directors and Members of Committees

Directors and associate directors of the Company, other than salaried officers of the Company, shall be paid such reasonable honoraria or fees for attending meetings of the Board of Directors as the Board of Directors may from time to time determine. Directors and associate directors who serve as members of committees, other than salaried employees of the Company, shall be paid such reasonable honoraria or fees for services as members of committees as the Board of Directors shall from time to time determine and directors and associate directors may be authorized by the Company to perform such special services as the Board of Directors may from time to time determine in accordance with any guidelines the Board of Directors may adopt for such services, and shall be paid for such special services so performed reasonable compensation as may be determined by the Board of Directors.

ARTICLE 10

Indemnification

Section 1. Persons Covered. The Company shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “proceeding”) by reason of the fact that he, or a person for whom he is the legal representative, is or was a director or associate director of the Company, a member of an advisory board the Board of Directors of the Company or any of its subsidiaries may appoint from time to time or is or was serving at the request of the Company as a director, officer, employee, fiduciary or agent of another corporation, partnership, limited liability company, joint venture, trust, enterprise or non-profit entity that is not a subsidiary or affiliate of the Company, including service with respect to employee benefit plans, against all liability and loss suffered and expenses reasonably incurred by such person. The Company shall be required to indemnify such a person in connection with a proceeding initiated by such person only if the proceeding was authorized by the Board of Directors.

The Company may indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person who was or is made or threatened to be

7

made a party or is otherwise involved in any proceeding by reason of the fact that he, or a person for whom he is the legal representative, is or was an officer, employee or agent of the Company or a director, officer, employee or agent of a subsidiary or affiliate of the Company, against all liability and loss suffered and expenses reasonably incurred by such person. The Company may indemnify any such person in connection with a proceeding (or part thereof) initiated by such person only if such proceeding (or part thereof) was authorized by the Board of Directors.

Section 2. Advance of Expenses. The Company shall pay the expenses incurred in defending any proceeding involving a person who is or may be indemnified pursuant to Section 1 in advance of its final disposition, provided, however, that the payment of expenses incurred by such a person in advance of the final disposition of the proceeding shall be made only upon receipt of an undertaking by that person to repay all amounts advanced if it should be ultimately determined that the person is not entitled to be indemnified under this Article 10 or otherwise.

Section 3. Certain Rights. If a claim under this Article 10 for (A) payment of expenses or (B) indemnification by a director, associate director, member of an advisory board the Board of Directors of the Company or any of its subsidiaries may appoint from time to time or a person who is or was serving at the request of the Company as a director, officer, employee, fiduciary or agent of another corporation, partnership, limited liability company, joint venture, trust, enterprise or nonprofit entity that is not a subsidiary or affiliate of the Company, including service with respect to employee benefit plans, is not paid in full within sixty days after a written claim therefor has been received by the Company, the claimant may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim. In any such action, the Company shall have the burden of proving that the claimant was not entitled to the requested indemnification or payment of expenses under applicable law.

Section 4. Non-Exclusive. The rights conferred on any person by this Article 10 shall not be exclusive of any other rights which such person may have or hereafter acquire under any statute, provision of the Charter or Act of Incorporation, these Bylaws, agreement, vote of stockholders or disinterested directors or otherwise.

Section 5. Reduction of Amount. The Company’s obligation, if any, to indemnify any person who was or is serving at its request as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, enterprise or nonprofit entity shall be reduced by any amount such person may collect as indemnification from such other corporation, partnership, joint venture, trust, enterprise or nonprofit entity.

Section 6. Effect of Modification. Any amendment, repeal or modification of the foregoing provisions of this Article 10 shall not adversely affect any right or protection hereunder of any person in respect of any act or omission occurring prior to the time of such amendment, repeal or modification.

ARTICLE 11

Amendments to the Bylaws

These Bylaws may be altered, amended or repealed, in whole or in part, and any new Bylaw or Bylaws adopted at any regular or special meeting of the Board of Directors by a vote of a majority of all the members of the Board of Directors then in office.

8

ARTICLE 12

Miscellaneous

Whenever used in these Bylaws, the singular shall include the plural, the plural shall include the singular unless the context requires otherwise and the use of either gender shall include both genders.

9

EXHIBIT 6

Section 321(b) Consent

Pursuant to Section 321(b) of the Trust Indenture Act of 1939, as amended, Wilmington Trust Company hereby consents that reports of examinations by Federal, State, Territorial or District authorities may be furnished by such authorities to the Securities and Exchange Commission upon request therefor.

	WILMINGTON TRUST COMPANY
Dated: 7/30/08	By:	/s/ Denise M. Geran
	Name:	Denise M. Geran
	Title:	Vice President

EXHIBIT 7

NOTICE

This form is intended to assist state nonmember banks and savings banks with state publication requirements. It has not been approved by any state banking authorities. Refer to your appropriate state banking authorities for your state publication requirements.

REPORT OF CONDITION

Consolidating domestic subsidiaries of the

WILMINGTON TRUST COMPANY	of	WILMINGTON
Name of Bank		City

in the State of   DELAWARE  , at the close of business on March 31, 2008.

ASSETS
	Thousands of dollars
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coins	236,605
Interest-bearing balances	0
Held-to-maturity securities	1,017
Available-for-sale securities	1,142,735
Federal funds sold in domestic offices	431,600
Securities purchased under agreements to resell	35,000
Loans and lease financing receivables:
Loans and leases held for sale	3,459
Loans and leases, net of unearned income	8,138,582
LESS: Allowance for loan and lease losses	95,532
Loans and leases, net of unearned income, allowance, and reserve	8,043,050
Assets held in trading accounts	0
Premises and fixed assets (including capitalized leases)	135,123
Other real estate owned	1 99
Investments in unconsolidated subsidiaries and associated companies	4,213
Intangible assets:
a. Goodwill	1,946
b. Other intangible assets	3,294
Other assets	339,132
Total assets	10,377,373

CONTINUED ON NEXT PAGE

2

LIABILITIES
Deposits:
In domestic offices	7,457,027
Noninterest-bearing	802,199
Interest-bearing	6,654,828
Federal funds purchased in domestic offices	751,959
Securities sold under agreements to repurchase	324,001
Trading liabilities (from Schedule RC-D)	0
Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases)	649,503
Subordinated notes and debentures	0
Other liabilities (from Schedule RC-G)	281,901
Total liabilities	9,464,391
EQUITY CAPITAL
Perpetual preferred stock and related surplus	0
Common Stock	500
Surplus (exclude all surplus related to preferred stock)	127,794
a. Retained earnings	823,742
b. Accumulated other comprehensive income	(39,054	)
Total equity capital	912,982
Total liabilities, minority interest, and equity capital	10,377,373

3