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Document Preview Second Supplemental Indenture |
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Title: |
Second Supplemental Indenture |
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Entities: |
Massey Energy Co.; McGraw-Hill Companies Inc.; UBS Securities LLC |
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Date: |
2004 |
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Size: |
Preview shows 22KB of 175KB total |
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Price: |
$60 |
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ID: |
#809065 |
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MASSEY ENERGY COMPANY
Second Supplemental Indenture
Dated as of April 7, 2004
Wilmington Trust Company,
Trustee
2.25% Convertible Senior Notes due 2024
TABLE OF CONTENTS1
| Page | ||||
| ARTICLE 1 | ||||
| 2.25% CONVERTIBLE SENIOR NOTES DUE 2024 | ||||
| SECTION 1.01 |
Establishment |
1 | ||
| SECTION 1.02 |
Definitions |
2 | ||
| SECTION 1.03 |
Payment of Principal and Interest |
8 | ||
| SECTION 1.04 |
Denominations |
9 | ||
| SECTION 1.05 |
Global Securities |
9 | ||
| SECTION 1.06 |
Optional Redemption |
10 | ||
| SECTION 1.07 |
Purchase at the Option of the Holder Upon a Fundamental Change |
10 | ||
| SECTION 1.08 |
Purchase of Convertible Senior Notes at the Option of the Holder |
11 | ||
| SECTION 1.09 |
Further Conditions and Procedures for Purchase Upon a Fundamental Change and Purchase at the Option of the Holder |
12 | ||
| SECTION 1.10 |
Conversion of Convertible Senior Notes |
17 | ||
| SECTION 1.11 |
Additional Events of Default; Inapplicability of Certain Events of Default; Withholding Notice; Rescission |
26 | ||
| SECTION 1.12 |
Amendment; Supplement; and Waiver |
27 | ||
| SECTION 1.13 |
Register of Securities; Paying Agent; Conversion Agent |
29 | ||
| SECTION 1.14 |
Calculations in Respect of the Convertible Senior Notes |
29 | ||
| SECTION 1.15 |
Tax Treatment |
29 | ||
| SECTION 1.16 |
Transfer and Exchange |
29 | ||
| SECTION 1.17 |
Defeasance |
34 | ||
| ARTICLE 2 | ||||
| GUARANTEE OF NOTES | ||||
| SECTION 2.01 |
Inapplicability of Guarantee |
34 | ||
| SECTION 2.02 |
Note Guarantees |
35 | ||
| SECTION 2.03 |
Execution and Delivery of Supplemental Indenture |
36 | ||
| SECTION 2.04 |
Limitation of Note Guarantees |
36 | ||
| SECTION 2.05 |
Additional Guarantors |
37 | ||
| SECTION 2.06 |
Release of a Guarantor |
37 | ||
| SECTION 2.07 |
Waiver of Subrogation |
38 | ||
| Page | ||||
| ARTICLE 3 | ||||
| MISCELLANEOUS PROVISIONS | ||||
| SECTION 3.01 |
Recitals by the Corporation |
38 | ||
| SECTION 3.02 |
Ratification and Incorporation of Original Indenture |
38 | ||
| SECTION 3.03 |
Executed in Counterparts |
39 | ||
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Exhibit A |
Form of 2.25% Convertible Senior Note | |
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Exhibit B |
Certificate of Authentication of 2.25% Convertible Senior Note |
| (1) | This Table of Contents does not constitute part of the Indenture or have any bearing upon the interpretation of any of its terms and provisions. |
-ii-
THIS SECOND SUPPLEMENTAL INDENTURE (this Second Supplemental Indenture) is made as of the 7th day of April, 2004, by and between MASSEY ENERGY COMPANY, a Delaware corporation, having its principal office at 4 North 4th Street, Richmond, Virginia 23219 (the Corporation), the guarantors listed on the signature pages hereto (the Guarantors), and Wilmington Trust Company, a Delaware banking corporation, as trustee (herein called the Trustee).
W I T N E S S E T H:
WHEREAS, the Corporation and A.T. Massey Coal Company, Inc. have heretofore entered into a Senior Indenture, dated as of May 29, 2003 (the Original Indenture), with the Trustee;
WHEREAS, the Original Indenture is incorporated herein by this reference and the Original Indenture, as may be amended and supplemented to the date hereof, including by this Second Supplemental Indenture, is herein called the Indenture;
WHEREAS, under the Indenture, a new series of Securities may at any time be established in accordance with the provisions of the Indenture and the terms of such series may be described by a supplemental indenture executed by the Corporation and the Trustee;
WHEREAS, the Corporation hereby proposes to create under the Indenture a new series of Securities;
WHEREAS, additional Securities of other series hereafter established, except as may be limited in the Indenture as at the time supplemented and modified, may be issued from time to time pursuant to the Indenture as at the time supplemented and modified; and
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