<PAGE>
                                                                     Exhibit 4.1
================================================================================

                             MASSEY ENERGY COMPANY,

                                   as Issuer,

                          THE GUARANTORS PARTY HERETO,

                                 as Guarantors,

                                       and

                            WILMINGTON TRUST COMPANY,

                                   as Trustee

                                   -----------

                                    INDENTURE

                          Dated as of November 10, 2003

                                   -----------

                                  $360,000,000

                          6.625% Senior Notes due 2010

================================================================================

<PAGE>
                              CROSS-REFERENCE TABLE

  TIA                                                         Indenture
Section                                                        Section
-------                                                        -------
310  (a)(1) ................................................ 7.10
     (a)(2) ................................................ 7.10
     (a)(3) ................................................ N.A.
     (a)(4) ................................................ N.A.
     (a)(5) ................................................ N.A.
     (b) ................................................... 7.08; 7.10
     (b)(1) ................................................ 7.10
     (c) ................................................... N.A.
311  (a) ................................................... 7.11
     (b) ................................................... 7.11
     (c) ................................................... N.A.
312  (a) ................................................... 2.06
     (b) ................................................... 11.03
     (c) ................................................... 11.03
313  (a) ................................................... 7.06
     (b)(1) ................................................ N.A.
     (b)(2) ................................................ 7.06
     (c) ................................................... 7.06; 11.02
     (d) ................................................... 7.06
314  (a) ................................................... 4.02; 4.04; 11.02
     (b) ................................................... N.A.
     (c)(1) ................................................ 11.04
     (c)(2) ................................................ 11.04
     (c)(3) ................................................ N.A.
     (d) ................................................... N.A.
     (e) ................................................... 11.05
     (f) ................................................... N.A.
315  (a) ................................................... 7.01(b)
     (b) ................................................... 7.05; 11.02
     (c) ................................................... 7.01(a)
     (d) ................................................... 7.01(c)
     (e) ................................................... 6.12
316  (a) (last sentence) ................................... 2.10
     (a)(1)(A) ............................................. 6.05
     (a)(1)(B) ............................................. 6.04
     (a)(2) ................................................ N.A.
     (b) ................................................... 6.08
     (c) ................................................... 8.04
317  (a)(1) ................................................ 6.09
     (a)(2) ................................................ 6.10
     (b) ................................................... 2.05; 7.12
318  (a) ................................................... 11.01


-----------------------
N.A. means Not Applicable

Note:  This Cross-Reference Table shall not, for any purpose, be deemed to be a
       part of this Indenture

<PAGE>

                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----
                                  ARTICLE ONE

                   DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.01      Definitions. .............................................   1
SECTION 1.02      Other Definitions. .......................................  29
SECTION 1.03      Incorporation by Reference of Trust Indenture Act. .......  30
SECTION 1.04      Rules of Construction. ...................................  31

                                  ARTICLE TWO

                                   THE NOTES

SECTION 2.01      Amount of Notes. .........................................  31
SECTION 2.02      Form and Dating. .........................................  32
SECTION 2.03      Execution and Authentication. ............................  32
SECTION 2.04      Registrar and Paying Agent. ..............................  33
SECTION 2.05      Paying Agent To Hold Money in Trust. .....................  34
SECTION 2.06      Holder Lists. ............................................  34
SECTION 2.07      Transfer and Exchange. ...................................  34
SECTION 2.08      Replacement Notes. .......................................  35
SECTION 2.09      Outstanding Notes. .......................................  36
SECTION 2.10      Treasury Notes. ..........................................  36
SECTION 2.11      Temporary Notes. .........................................  36
SECTION 2.12      Cancellation. ............................................  37
SECTION 2.13      Defaulted Interest. ......................................  37
SECTION 2.14      CUSIP Number. ............................................  37
SECTION 2.15      Deposit of Moneys. .......................................  38
SECTION 2.16      Book-Entry Provisions for Global Notes. ..................  38
SECTION 2.17      Special Transfer Provisions. .............................  40
SECTION 2.18      Computation of Interest. .................................  42
SECTION 2.19      Issuance of Additional Notes. ............................  42

                                 ARTICLE THREE

                                   REDEMPTION

SECTION 3.01      Election To Redeem; Notices to Trustee. ..................  43
SECTION 3.02      Selection by Trustee of Notes To Be Redeemed. ............  43
SECTION 3.03      Notice of Redemption. ....................................  43
SECTION 3.04      Effect of Notice of Redemption. ..........................  44

                                       -i-

<PAGE>
                                                                            Page
                                                                            ----
SECTION 3.05      Deposit of Redemption Price. .............................  45
SECTION 3.06      Notes Redeemed in Part. ..................................  45
SECTION 3.07      Optional Redemption. .....................................  45
SECTION 3.08      Purchase of Notes. .......................................  46

                                  ARTICLE FOUR

                                   COVENANTS

SECTION 4.01      Payment of Notes. ........................................  46
SECTION 4.02      Reports to Holders. ......................................  46
SECTION 4.03      Waiver of Stay, Extension or Usury Laws. .................  47
SECTION 4.04      Compliance Certificate. ..................................  47
SECTION 4.05      Taxes. ...................................................  48
SECTION 4.06      Limitations on Additional Indebtedness. ..................  48
SECTION 4.07      Limitations on Restricted Payments. ......................  50
SECTION 4.08      Limitations on Liens. ....................................  53
SECTION 4.09      Limitations on Transactions with Affiliates. .............  53
SECTION 4.10      Limitation on Asset Sales. ...............................  55
SECTION 4.11      Limitation on the Issuance or Sale of Equity Interests
                     of Restricted Subsidiaries. ...........................  58
SECTION 4.12      Limitations on Dividend and Other Restrictions Affecting
                     Restricted Subsidiaries. ..............................  58
SECTION 4.13      [Reserved] ...............................................  59
SECTION 4.14      Legal Existence. .........................................  59
SECTION 4.15      Change of Control Offer. .................................  60
SECTION 4.16      [Reserved] ...............................................  62
SECTION 4.17      [Reserved] ...............................................  62
SECTION 4.18      Limitations on Layering Indebtedness. ....................  62
SECTION 4.19      Limitations on Designation of Unrestricted Subsidiaries ..  62
SECTION 4.20      Limitations on Sale and Leaseback Transactions. ..........  63

                                  ARTICLE FIVE

                             SUCCESSOR CORPORATION

SECTION 5.01      Limitation on Mergers, Amalgamations,
                     Consolidations, Etc. ..................................  64

                                  ARTICLE SIX

                             DEFAULTS AND REMEDIES

SECTION 6.01      Events of Default. .......................................  66

                                       -ii-

<PAGE>
                                                                            Page
                                                                            ----
SECTION 6.02      Acceleration. ............................................  68
SECTION 6.03      Other Remedies. ..........................................  68
SECTION 6.04      Waiver of Past Defaults and Events of Default. ...........  69
SECTION 6.05      Control by Majority. .....................................  69
SECTION 6.06      Limitation on Suits. .....................................  69
SECTION 6.07      No Personal Liability of Directors, Officers, Employees
                     and Stockholders. .....................................  70
SECTION 6.08      Rights of Holders To Receive Payment. ....................  70
SECTION 6.09      Collection Suit by Trustee. ..............................  70
SECTION 6.10      Trustee May File Proofs of Claim. ........................  71
SECTION 6.11      Priorities. ..............................................  71
SECTION 6.12      Undertaking for Costs. ...................................  71

                                 ARTICLE SEVEN

                                    TRUSTEE

SECTION 7.01      Duties of Trustee. .......................................  72
SECTION 7.02      Rights of Trustee. .......................................  73
SECTION 7.03      Individual Rights of Trustee. ............................  74
SECTION 7.04      Trustee's Disclaimer. ....................................  74
SECTION 7.05      Notice of Defaults. ......................................  75
SECTION 7.06      Reports by Trustee to Holders. ...........................  75
SECTION 7.07      Compensation and Indemnity. ..............................  75
SECTION 7.08      Replacement of Trustee. ..................................  77
SECTION 7.09      Successor Trustee by Consolidation, Merger, Etc. .........  78
SECTION 7.10      Eligibility; Disqualification. ...........................  78
SECTION 7.11      Preferential Collection of Claims Against Issuer. ........  78
SECTION 7.12      Paying Agents. ...........................................  78

                                 ARTICLE EIGHT

                      AMENDMENTS, SUPPLEMENTS AND WAIVERS

SECTION 8.01      Without Consent of Holders. ..............................  79
SECTION 8.02      With Consent of Holders. .................................  79
SECTION 8.03      Compliance with Trust Indenture Act. .....................  81
SECTION 8.04      Revocation and Effect of Consents. .......................  81
SECTION 8.05      Notation on or Exchange of Notes. ........................  82
SECTION 8.06      Trustee To Sign Amendments, Etc. .........................  82

                                       -iii-

<PAGE>
                                  ARTICLE NINE

                       DISCHARGE OF INDENTURE; DEFEASANCE

                                                                            Page
                                                                            ----
SECTION 9.01      Discharge of Indenture. ..................................  82
SECTION 9.02      Legal Defeasance. ........................................  83
SECTION 9.03      Covenant Defeasance. .....................................  84
SECTION 9.04      Conditions to Legal Defeasance or Covenant Defeasance. ...  84
SECTION 9.05      Deposited Money and U.S. Government Obligations To Be
                     Held in Trust; Other Miscellaneous Provisions. ........  85
SECTION 9.06      Reinstatement. ...........................................  86
SECTION 9.07      Moneys Held by Paying Agent. .............................  86
SECTION 9.08      Moneys Held by Trustee. ..................................  86

                                  ARTICLE TEN

                               GUARANTEE OF NOTES

SECTION 10.01     Note Guarantee. ..........................................  87
SECTION 10.02     Execution and Delivery of Note Guarantee. ................  89
SECTION 10.03     Limitation of Note Guarantee. ............................  89
SECTION 10.04     Additional Guarantors. ...................................  90
SECTION 10.05     Release of Guarantor. ....................................  90
SECTION 10.06     Waiver of Subrogation. ...................................  91

                                 ARTICLE ELEVEN

                                 MISCELLANEOUS

SECTION 11.01     Trust Indenture Act Controls. ............................  91
SECTION 11.02     Notices. .................................................  92
SECTION 11.03     Communications by Holders with Other Holders. ............  93
SECTION 11.04     Certificate and Opinion as to Conditions Precedent. ......  93
SECTION 11.05     Statements Required in Certificate and Opinion. ..........  93
SECTION 11.06     Rules by Trustee and Agents. .............................  94
SECTION 11.07     [Reserved]. ..............................................  94
SECTION 11.08     Governing Law. ...........................................  94
SECTION 11.09     Agent for Service; Submission to Jurisdiction; Waiver
                     of Immunities. ........................................  94
SECTION 11.10     No Adverse Interpretation of Other Agreements. ...........  95
SECTION 11.11     No Recourse Against Others. ..............................  95
SECTION 11.12     Successors. ..............................................  96
SECTION 11.13     Multiple Counterparts. ...................................  96

                                       -iv-

<PAGE>

                                                                            Page
                                                                            ----
SECTION 11.14     Table of Contents, Headings, Etc. ........................  96
SECTION 11.15     Separability. ............................................  96

                                    EXHIBITS

Exhibit A.        Form of Note ............................................. A-1
Exhibit B.        Form of Private Placement Legend ......................... B-1
Exhibit C.        Form of Legend for Global Note ........................... C-1
Exhibit D.        Form of Certificate To Be Delivered in Connection
                     with Transfers to Non-QIB Institutional Accredited
                     Investors ............................................. D-1
Exhibit E.        Form of Certificate To Be Delivered in Connection with
                     Transfers Pursuant to Regulation S .................... E-1
Exhibit F.        Form of Note Guarantee ................................... F-1

                                       -v-

<PAGE>

         INDENTURE, dated as of November 10, 2003, between MASSEY ENERGY
COMPANY, a Delaware corporation, as issuer (the "Issuer"), the Guarantors (as
defined herein) and WILMINGTON TRUST COMPANY, as trustee (the "Trustee").

         Each party agrees as follows for the benefit of the other parties and
for the equal and ratable benefit of the Holders of the Notes.

                                   ARTICLE ONE

                   DEFINITIONS AND INCORPORATION BY REFERENCE

     SECTION 1.01 Definitions.

         "Acquired Indebtedness" means (1) with respect to any Person that
becomes a Restricted Subsidiary after the Issue Date, Indebtedness of such
Person and its Subsidiaries existing at the time such Person becomes a
Restricted Subsidiary that was not incurred in connection with, or in
contemplation of, such Person becoming a Restricted Subsidiary and (2) with
respect to the Issuer or any Restricted Subsidiary, any Indebtedness of a Person
(other than the Issuer or a Restricted Subsidiary) existing at the time such
Person is merged with or into the Issuer or a Restricted Subsidiary, or
Indebtedness expressly assumed by the Issuer or any Restricted Subsidiary in
connection with the acquisition of an asset or assets from another Person, which
Indebtedness was not, in any case, incurred by such other Person in connection
with, or in contemplation of, such merger or acquisition.

         "Additional Interest" has the meaning set forth in the Registration
Rights Agreement.

         "Additional Notes" means, subject to the Issuer's compliance with
Section 4.06, 6.625% Senior Notes due 2010, if any, issued from time to time
after the Issue Date pursuant to Section 2.19.

         "Affiliate" of any Person means any other Person which directly or
indirectly controls or is controlled by, or is under direct or indirect common
control with, the referent Person. For purposes of this definition, "control" of
a Person shall mean 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.

         "Agent" means any Registrar, Paying Agent, or agent for service of
notices and demands.

         "amend" means to amend, supplement, restate, amend and restate or
otherwise modify; and "amendment" shall have a correlative meaning.

         "asset" means any asset or property.

<PAGE>
                                       -2-


         "Asset Acquisition" means

         (1) an Investment by the Issuer or any Restricted Subsidiary of the
     Issuer in any other Person if, as a result of such Investment, such Person
     shall become a Restricted Subsidiary of the Issuer, or shall be merged with
     or into the Issuer or any Restricted Subsidiary of the Issuer, or

         (2) the acquisition by the Issuer or any Restricted Subsidiary of the
     Issuer of all or substantially all of the assets of any other Person or any
     division or line of business of any other Person.

         "Asset Sale" means any sale, issuance, conveyance, transfer, lease,
assignment or other disposition by the Issuer or any Restricted Subsidiary to
any Person other than the Issuer or any Restricted Subsidiary (including by
means of a Sale and Leaseback Transaction or a merger or consolidation)
(collectively, for purposes of this definition, a "transfer"), in one
transaction or a series of related transactions, of any assets of the Issuer or
any of its Restricted Subsidiaries other than in the ordinary course of
business. For purposes of this definition, the term "Asset Sale" shall not
include:

         (1) transfers of cash or Cash Equivalents;

         (2) transfers of assets (including Equity Interests) that are governed
     by, and made in accordance with, Section 5.01;

         (3) Permitted Investments and Restricted Payments permitted under
     Section 4.07;

         (4) the creation or realization of any Permitted Lien;

         (5) transfers of damaged, worn-out or obsolete equipment or assets
     that, in the Issuer's reasonable judgment, are no longer used or useful in
     the business of the Issuer or its Restricted Subsidiaries;

         (6) sales of accounts receivable of the type specified in the
     definition of "Qualified Securitization Transaction" to a Securitization
     Entity; and

         (7) any transfer or series of related transfers that, but for this
     clause, would be Asset Sales, if, after giving effect to such transfers,
     the aggregate Fair Market Value of the assets transferred in such
     transaction or any such series of related transactions does not exceed $5
     million.

         "Attributable Indebtedness," when used with respect to any Sale and
Leaseback Transaction, means, as at the time of determination, the present value
(discounted at a rate equivalent to the implied rate in such transaction) of the
total obligations of the lessee for rental

<PAGE>
                                       -3-


payments during the remaining term of the lease included in any such Sale and
Leaseback Transaction.

         "Bankruptcy Law" means Title 11 of the United States Code, as amended,
or any similar U.S. federal or state law for the relief of debtors.

         "Board of Directors" means, with respect to any Person, the board of
directors or comparable governing body of such Person.

         "Board Resolution" means a copy of a resolution certified pursuant to
an Officers' Certificate to have been duly adopted by the Board of Directors of
the Issuer or a Guarantor, as appropriate, and to be in full force and effect,
and, as so certified, delivered to the Trustee.

         "Business Day" means a day other than a Saturday, Sunday or other day
on which banking institutions in New York or the Corporate Trust Office are
authorized or required by law to close.

         "Capitalized Lease" means a lease required to be capitalized for
financial reporting purposes in accordance with GAAP.

         "Capitalized Lease Obligations" of any Person means the obligations of
such Person to pay rent or other amounts under a Capitalized Lease, and the
amount of such obligation shall be the capitalized amount thereof determined in
accordance with GAAP.

         "Cash Equivalents" means:

         (1) marketable obligations with a maturity of 360 days or less issued
     or directly and fully guaranteed or insured by the United States of America
     or any agency or instrumentality thereof (provided that the full faith and
     credit of the United States of America is pledged in support thereof);

         (2) demand and time deposits and certificates of deposit or acceptances
     with a maturity of 180 days or less of any U.S. financial institution that
     is a member of the Federal Reserve System having combined capital and
     surplus and undivided profits of not less than $500 million and assigned at
     least a "B" rating by Thomson Financial BankWatch;

         (3) commercial paper maturing no more than 180 days from the date of
     purchase thereof issued by a corporation that is not the Issuer or an
     Affiliate of the Issuer, and is organized under the laws of any State of
     the United States of America or the District of Columbia and rated at least
     A-2 by S&P, or at least P-2 by Moody's;

<PAGE>
                                       -4-

         (4) repurchase obligations with a term of not more than ten days for
     underlying securities of the types described in clause (1) above entered
     into with any commercial bank meeting the specifications of clause (2)
     above; and

         (5) investments in money market or other mutual funds substantially all
     of whose assets comprise securities of the types described in clauses (1)
     through (4) above.

         "Change of Control" means the occurrence of any of the following
events:

         (1) any "person" or "group" (as such terms are used in Sections 13(d)
     and 14(d) of the Exchange Act), becomes the beneficial owner (as defined in
     Rules 13d-3 and 13d-5 under the Exchange Act, except that for purposes of
     this clause that person or group shall be deemed to have "beneficial
     ownership" of all securities that any such person or group has the right to
     acquire, whether such right is exercisable immediately or only after the
     passage of time), directly or indirectly, of Voting Stock representing more
     than 50% of the voting power of the total outstanding Voting Stock of the
     Issuer;

         (2) during any period of two consecutive years, individuals who at the
     beginning of such period constituted the Board of Directors (together with
     any new directors whose election to such Board of Directors or whose
     nomination for election by the stockholders of the Issuer was approved by a
     vote of the majority of the directors of the Issuer then still in office
     who were either directors at the beginning of such period or whose election
     or nomination for election was previously so approved) cease for any reason
     to constitute a majority of the Board of Directors of the Issuer;

         (3) (a) all or substantially all of the assets of the Issuer and the
     Restricted Subsidiaries are sold or otherwise transferred to any Person
     other than a Wholly-Owned Restricted Subsidiary or (b) the Issuer
     consolidates or merges with or into another Person or any Person
     consolidates or merges with or into the Issuer, in either case under this
     clause (3), in one transaction or a series of related transactions in which
     immediately after the consummation thereof Persons owning Voting Stock
     representing in the aggregate a majority of the total voting power of the
     Voting Stock of the Issuer immediately prior to such consummation do not
     own Voting Stock representing a majority of the total voting power of the
     Voting Stock of the Issuer or the surviving or transferee Person; or

         (4) the Issuer shall adopt a plan of liquidation or dissolution or any
     such plan shall be approved by the stockholders of the Issuer.

         "Company Request" means any written request signed in the name of the
Issuer by any one of the Chairman of the Board of Directors, the Chief Executive
Officer, the President, any Vice President, the Chief Financial Officer, the
Controller or the Treasurer of the Issuer and attested to by the Secretary or
any Assistant Secretary of the Issuer.

<PAGE>
                                       -5-


         "Consolidated Amortization Expense" for any period means the
amortization expense of the Issuer and the Restricted Subsidiaries for such
period, determined on a consolidated basis in accordance with GAAP.

         "Consolidated Cash Flow" for any period means, without duplication, the
sum of the amounts for such period of

         (1) Consolidated Net Income, plus

         (2) in each case only to the extent deducted in determining
     Consolidated Net Income and with respect to the portion of Consolidated Net
     Income attributable to any Restricted Subsidiary that is not a Guarantor
     only if a corresponding amount would be permitted at the date of
     determination to be distributed to the Issuer by such Restricted Subsidiary
     without prior approval (that has not been obtained), pursuant to the terms
     of its charter and all agreements, instruments, judgments, decrees, orders,
     statutes, rules and governmental regulations applicable to such Restricted
     Subsidiary or its stockholders,

                  (a) Consolidated Income Tax Expense,

                  (b) Consolidated Amortization Expense (but only to the extent
         not included in Consolidated Fixed Charges),

                  (c) Consolidated Depreciation Expense (but only to the extent
         not included in Consolidated Fixed Charges),

                  (d) Consolidated Fixed Charges, and

                  (e) all other non-cash items reducing the Consolidated Net
         Income (excluding any non-cash charge that results in an accrual of a
         reserve for cash charges in any future period) for such period,

         in each case determined on a consolidated basis in accordance with
GAAP, minus

         (3) the aggregate amount of all non-cash items, determined on a
     consolidated basis, to the extent such items increased Consolidated Net
     Income (excluding any non-cash items which will be received in cash or
     resulted in or will result in cash savings in current or future periods)
     for such period.

         "Consolidated Current Liabilities" as of the date of determination
means the aggregate amount of liabilities of the Issuer and its Restricted
Subsidiaries which may properly be classified as current liabilities (including
taxes accrued as estimated), on a consolidated basis, after eliminating:

         (1) all intercompany items between the Issuer and any Restricted
     Subsidiary, and

<PAGE>
                                      -6-

         (2) all current maturities of long-term Indebtedness, all as determined
     in accordance with GAAP consistently applied.

         "Consolidated Depreciation Expense" for any period means the
depreciation expense and depletion expense of the Issuer and the Restricted
Subsidiaries for such period, determined on a consolidated basis in accordance
with GAAP.

         "Consolidated Fixed Charge Coverage Ratio" means the ratio of
Consolidated Cash Flow during the most recent four consecutive full fiscal
quarters for which financial statements are publicly available (the
"Four-Quarter Period") ending on or prior to the date of the transaction giving
rise to the need to calculate the Consolidated Fixed Charge Coverage Ratio (the
"Transaction Date") to Consolidated Fixed Charges for the Four-Quarter Period.
For purposes of this definition, Consolidated Cash Flow and Consolidated Fixed
Charges shall be calculated after giving effect on a pro forma basis for the
period of such calculation to:

         (1) the incurrence of any Indebtedness or the issuance of any Preferred
     Stock of the Issuer or any Restricted Subsidiary (and the application of
     the proceeds therefrom) and any repayment of other Indebtedness or
     redemption of other Preferred Stock (other than the incurrence or repayment
     of Indebtedness in the ordinary course of business for working capital
     purposes pursuant to any revolving credit arrangement) occurring during the
     Four-Quarter Period or at any time subsequent to the last day of the
     Four-Quarter Period and on or prior to the Transaction Date, as if such
     incurrence, repayment, issuance or redemption, as the case may be (and the
     application of the proceeds thereof), occurred on the first day of the
     Four-Quarter Period; and

         (2) any Asset Sale or other disposition or Asset Acquisition
     (including, without limitation, any Asset Acquisition giving rise to the
     need to make such calculation as a result of the Issuer or any Restricted
     Subsidiary (including any Person who becomes a Restricted Subsidiary as a
     result of such Asset Acquisition) incurring Acquired Indebtedness and also
     including any Consolidated Cash Flow (including any pro forma expense and
     cost reductions calculated on a basis consistent with Regulation S-X under
     the Exchange Act) associated with any such Asset Acquisition) occurring
     during the Four-Quarter Period or at any time subsequent to the last day of
     the Four-Quarter Period and on or prior to the Transaction Date, as if such
     Asset Sale or Asset Acquisition or other disposition (including the
     incurrence of, or assumption or liability for, any such Indebtedness or
     Acquired Indebtedness) occurred on the first day of the Four-Quarter
     Period.

         If the Issuer or any Restricted Subsidiary directly or indirectly
guarantees Indebtedness of a third Person, the preceding sentence shall give
effect to the incurrence of such guaranteed Indebtedness as if the Issuer or
such Restricted Subsidiary had directly incurred or otherwise assumed such
guaranteed Indebtedness.

         In calculating Consolidated Fixed Charges for purposes of determining
the denominator (but not the numerator) of this Consolidated Fixed Charge
Coverage Ratio:

<PAGE>
                                       -7-

         (1) interest on outstanding Indebtedness determined on a fluctuating
     basis as of the Transaction Date and which will continue to be so
     determined thereafter shall be deemed to have accrued at a fixed rate per
     annum equal to the rate of interest on such Indebtedness in effect on the
     Transaction Date;

         (2) if interest on any Indebtedness actually incurred on the
     Transaction Date may optionally be determined at an interest rate based
     upon a factor of a prime or similar rate, a eurocurrency interbank offered
     rate, or other rates, then the interest rate in effect on the Transaction
     Date will be deemed to have been in effect during the Four-Quarter Period;
     and

         (3) notwithstanding clause (1) or (2) above, interest on Indebtedness
     determined on a fluctuating basis, to the extent such interest is covered
     by agreements relating to Hedging Obligations, shall be deemed to accrue at
     the rate per annum resulting after giving effect to the operation of these
     agreements.

         "Consolidated Fixed Charges" for any period means the sum, without
duplication, of the total interest expense of the Issuer and the Restricted
Subsidiaries for such period, determined on a consolidated basis in accordance
with GAAP and shall also include, without duplication,

         (1) imputed interest on Capitalized Lease Obligations, obligations
     under conditional sale and other title retention programs and Attributable
     Indebtedness,

         (2) commissions and discounts owed with respect to letters of credit
     securing financial obligations, bankers' acceptance financing and
     receivables financings,

         (3) the net costs associated with Hedging Obligations of the type
     described in clause (1) of the definition thereof,

         (4) amortization of debt issuance costs and debt discount or premium
     (other than write-offs resulting from the acceleration of deferred
     financing costs),

         (5) the interest portion of any deferred payment obligations,

         (6) all other non-cash interest expense,

         (7) capitalized interest,

         (8) the product of (a) all dividend payments on any series of Preferred
     Stock of the Issuer or any Restricted Subsidiary (other than any such
     Preferred Stock held by the Issuer or a Wholly-Owned Restricted
     Subsidiary), to the extent not deductible or creditable for tax purposes
     multiplied by (b) a fraction, the numerator of which is one and

<PAGE>
                                       -8-

the denominator of which is one minus the then current combined federal, state
and local statutory tax rate of the Issuer and the Restricted Subsidiaries,
expressed as a decimal,

         (9) all interest payable with respect to discontinued operations,

         (10) all interest on any Indebtedness of any other Person guaranteed by
     the Issuer or any Restricted Subsidiary but solely to the extent such
     Person is in default under such Indebtedness or such interest is currently
     payable by the Issuer or any Restricted Subsidiary, and

         (11) all interest payable with respect to any Indebtedness (other than
     any such Indebtedness held by the Issuer or a Wholly-Owned Restricted
     Subsidiary) of the Issuer or any Restricted Subsidiary to the extent such
     Indebtedness is treated as equity in accordance with GAAP;

provided that, notwithstanding the foregoing, any interest or dividends of the
type described in this definition shall be excluded from Consolidated Fixed
Charges to the extent paid in shares of the Issuer's Qualified Equity Interests.

         "Consolidated Income Tax Expense" for any period means the provision
for taxes of the Issuer and the Restricted Subsidiaries, determined on a
consolidated basis in accordance with GAAP.

         "Consolidated Net Income" for any period means the net income (or loss)
of the Issuer and the Restricted Subsidiaries for such period determined on a
consolidated basis in accordance with GAAP; provided that there shall be
excluded from such net income (to the extent otherwise included therein),
without duplication:

         (1) the net income (or loss) of any Person (other than a Restricted
     Subsidiary) in which any Person other than the Issuer and the Restricted
     Subsidiaries has an ownership interest, except to the extent that cash in
     an amount equal to any such income has actually been received by the Issuer
     or any of its Restricted Subsidiaries during such period;

         (2) except to the extent includible in the consolidated net income of
     the Issuer pursuant to the foregoing clause (1), the net income (or loss)
     of any Person that accrued prior to the date that (a) such Person becomes a
     Restricted Subsidiary or is merged into or consolidated with the Issuer or
     any Restricted Subsidiary or (b) the assets of such Person are acquired by
     the Issuer or any Restricted Subsidiary;

         (3) the net income of any Restricted Subsidiary that is not a Guarantor
     during such period to the extent that the declaration or payment of
     dividends or similar distributions by such Restricted Subsidiary of that
     income is not permitted by operation of the terms of its charter or any
     agreement, instrument, judgment, decree, order, statute, rule or
     governmental regulation applicable to that Subsidiary during such period,
     except that the

<PAGE>
                                       -9-

     Issuer's equity in a net loss of any such Restricted Subsidiary for such
     period shall be included in determining Consolidated Net Income;

         (4) for the purposes of calculating the Restricted Payments Basket
     only, in the case of a successor to the Issuer by consolidation, merger or
     transfer of its assets, any income (or loss) of the successor prior to such
     merger, consolidation or transfer of assets;

         (5) other than for purposes of calculating the Restricted Payments
     Basket, any gain (or loss), together with any related provisions for taxes
     on any such gain (or the tax effect of any such loss), realized during such
     period by the Issuer or any Restricted Subsidiary upon (a) the acquisition
     of any securities, or the extinguishment of any Indebtedness, of the Issuer
     or any Restricted Subsidiary or (b) any asset sale by the Issuer or any
     Restricted Subsidiary; and

         (6) other than for purposes of calculating the Restricted Payments
     Basket, any extraordinary gain (or extraordinary loss), together with any
     related provision for taxes on any such extraordinary gain (or the tax
     effect of any such extraordinary loss), realized by the Issuer or any
     Restricted Subsidiary during such period.

         In addition, any return of capital with respect to an Investment that
increased the Restricted Payments Basket pursuant to clause (3)(d) of the first
paragraph of Section 4.07 or decreased the amount of Investments outstanding
pursuant to clause (12) of the definition of "Permitted Investments" shall be
excluded from Consolidated Net Income for purposes of calculating the Restricted
Payments Basket.

         "Consolidated Net Tangible Assets" as of any date of determination,
means the total amount of assets (less accumulated depreciation and
amortization, allowances for doubtful receivables, other applicable reserves and
other properly deductible items) which would appear on a consolidated balance
sheet of the Issuer and its Restricted Subsidiaries, determined on a
consolidated basis in accordance with GAAP, and after giving effect to purchase
accounting and after deducting therefrom Consolidated Current Liabilities and,
to the extent otherwise included, the amounts of:

         (1) minority interests in consolidated Subsidiaries held by Persons
     other than the Issuer or a Restricted Subsidiary;

         (2) excess of cost over fair value of assets of businesses acquired, as
     determined in good faith by the Board of Directors of the Issuer;

         (3) any revaluation or other write-up in book value of assets
     subsequent to the Issue Date as a result of a change in the method of
     valuation in accordance with GAAP consistently applied;

<PAGE>
                                      -10-

         (4) unamortized debt discount and expenses and other unamortized
     deferred financing charges, goodwill, patents, trademarks, service marks,
     trade names, copyrights, licenses, organization expenses and other
     intangible items;

         (5) treasury stock;

         (6) cash set apart and held in a sinking or other analogous fund
     established for the purpose of redemption or other retirement of Equity
     Interests to the extent such obligation is not reflected in Consolidated
     Current Liabilities; and

         (7) Investments in and assets of Unrestricted Subsidiaries (other than
     the Fair Market Value of Investments in Securitization Entities).

         "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 of execution of this Indenture is as set
forth in Section 11.02.

         "Coverage Ratio Exception" has the meaning set forth in the proviso in
the first paragraph of Section 4.06.

         "Credit Agreement" means one or more debt facilities, including any
notes, guarantees, collateral and security documents, instruments and agreements
executed in connection therewith (including Hedging Obligations related to the
Indebtedness incurred thereunder), and in each case as amended or refinanced
from time to time, including any agreement or agreements extending the maturity
of, refinancing, replacing or otherwise restructuring (including increasing the
amount of borrowings or other Indebtedness outstanding or available to be
borrowed thereunder) all or any portion of the Indebtedness under such agreement
or agreements, and any successor or replacement agreement or agreements with the
same or any other agents, creditor, lender or group of creditors or lenders.

         "Custodian" means any receiver, trustee, assignee, liquidator or
similar official under any Bankruptcy Law.

         "Default" means (1) any Event of Default or (2) any event, act or
condition that, after notice or the passage of time or both, would be an Event
of Default.

         "Designation" has the meaning given to this term in Section 4.19.

         "Designation Amount" has the meaning given to this term in Section
4.19.

         "Disqualified Equity Interests" of any Person means any Equity
Interests of such Person that, by its terms, or by the terms of any related
agreement or of any security into which it is convertible, puttable or
exchangeable, is, or upon the happening of any event or the passage of time
would be, required to be redeemed by such Person, whether or not at the option
of the

<PAGE>
                                      -11-

holder thereof, or matures or is mandatorily redeemable, pursuant to a sinking
fund obligation or otherwise, in whole or in part, on or prior to the date which
is 91 days after the final maturity date of the Notes; provided, however, that
any class of Equity Interests of such Person that, by its terms, authorizes such
Person to satisfy in full its obligations with respect to the payment of
dividends or upon maturity, redemption (pursuant to a sinking fund or otherwise)
or repurchase thereof or otherwise by the delivery of Equity Interests that are
not Disqualified Equity Interests, and that is not convertible, puttable or
exchangeable for Disqualified Equity Interests or Indebtedness, shall not be
deemed to be Disqualified Equity Interests so long as such Person satisfies its
obligations with respect thereto solely by the delivery of Equity Interests that
is not Disqualified Equity Interests; provided, further, however, that any
Equity Interests that would not constitute Disqualified Equity Interests but for
provisions thereof giving holders thereof (or the holders of any security into
or for which such Equity Interests is convertible, exchangeable or exercisable)
the right to require the Issuer to redeem such Equity Interests upon the
occurrence of a change in control occurring prior to the final maturity date of
the Notes shall not constitute Disqualified Equity Interests if the change in
control provisions applicable to such Equity Interests are no more favorable to
such holders than the provisions described under Section 4.15 and such Equity
Interests specifically provides that the Issuer shall not redeem any such Equity
Interests pursuant to such provisions prior to the Issuer's purchase of the
Notes as required pursuant to the provisions described under Section 4.15.

         "Dissolving Subsidiaries" means Massey Coal Capital Corporation; Massey
Capital Management Corporation; Sprouse Creek Venture Capital Corp.; Preferred
Management Capital Corp.; Monongahela Venture Capital Corp.; New River Capital
Corp.; Marshall Venture Capital Corp.; and Bluestone Venture Capital Corp.

         "DTC" means The Depository Trust Company, its nominee or successor.

         "Eastman Facility Assets" means the coal handling facility constructed
by Tennessee Energy Corp. at Eastman Chemical Company's Kingsport, Tennessee
plant, and all locomotive(s), all equipment, parts and supplies incorporated
into such facility by Tennessee Energy Corp. and all integrally related tangible
and intangible assets, including leases, coal handling agreements, service
agreements and transportation agreements.

         "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
Issuer and Restricted Subsidiaries pursuant to the Issuer's compensation plans
and programs.

         "Exchange Act" means the U.S. Securities Exchange Act of 1934, as
amended.

<PAGE>
                                      -12-

         "Exchange Notes" has the meaning provided in the Registration Rights
Agreement.

         "Fair Market Value" means, with respect to any asset, the price (after
taking into account any liabilities relating to such assets) that would be
negotiated in an arm's-length transaction for cash between a willing seller and
a willing and able buyer, neither of which is under any compulsion to complete
the transaction, as such price is determined in good faith by the Board of
Directors of the Issuer or a duly authorized committee thereof, as evidenced by
a resolution of such Board or committee.

         "GAAP" means generally accepted accounting principles in the United
States, as in effect on the date of this Indenture.

         "guarantee" means a direct or indirect guarantee by any Person of any
Indebtedness of any other Person and includes any obligation, direct or
indirect, contingent or otherwise, of such Person: (1) to purchase or pay (or
advance or supply funds for the purchase or payment of) Indebtedness of such
other Person (whether arising by virtue of partnership arrangements, or by
agreements to keep-well, to purchase assets, goods, securities or services
(unless such purchase arrangements are on arm's-length terms and are entered
into in the ordinary course of business), to take-or-pay, or to maintain
financial statement conditions or otherwise); or (2) entered into for purposes
of assuring in any other manner the obligee of such Indebtedness of the payment
thereof or to protect such obligee against loss in respect thereof (in whole or
in part). "guarantee," when used as a verb, and "guaranteed" have correlative
meanings.

         "Guarantors" means each Restricted Subsidiary of the Issuer that is
required to become a Guarantor by the terms of this Indenture, in each case,
until such Person is released from its Note Guarantee.

         "Hedging Obligations" of any Person means the obligations of such
Person pursuant to (1) any interest rate swap agreement, interest rate collar
agreement or other similar agreement or arrangement, (2) foreign exchange
contracts, currency swap agreements or other similar agreement or arrangement,
or (3) any forward contract, commodity swap agreement, commodity option
agreement or other similar agreement or arrangement.

         "Holder" means any registered holder, from time to time, of the Notes.

         "incur" means, with respect to any Indebtedness or Obligation, incur,
create, issue, assume, guarantee or otherwise become directly or, indirectly
liable, contingently or otherwise, with respect to such Indebtedness or
Obligation; provided that (1) the Indebtedness of a Person existing at the time
such Person became a Restricted Subsidiary shall be deemed to have been incurred
by such Restricted Subsidiary and (2) neither the accrual of interest nor the
accretion of original issue discount shall be deemed to be an incurrence of
Indebtedness.

<PAGE>
                                      -13-

         "Indebtedness" of any Person at any date means, without duplication:

         (1) all liabilities, contingent or otherwise, of such Person for
     borrowed money (whether or not the recourse of the lender is to the whole
     of the assets of such Person or only to a portion thereof);

         (2) all obligations of such Person evidenced by bonds, debentures,
     notes or other similar instruments;

         (3) all obligations of such Person in respect of letters of credit or
     other similar instruments (or reimbursement obligations with respect
     thereto);

         (4) all obligations of such Person to pay the deferred and unpaid
     purchase price of assets;

         (5) the maximum fixed redemption or repurchase price of all
     Disqualified Equity Interests of such Person;

         (6) all Capitalized Lease Obligations of such Person;

         (7) all Indebtedness of others secured by a Lien on any asset of such
     Person, whether or not such Indebtedness is assumed by such Person;

         (8) all Indebtedness of others guaranteed by such Person to the extent
     of such guarantee; provided that Indebtedness of the Issuer or its
     Subsidiaries that is guaranteed by the Issuer or the Issuer's Subsidiaries
     shall only be counted once in the calculation of the amount of Indebtedness
     of the Issuer and its Subsidiaries on a consolidated basis;

         (9) all Attributable Indebtedness;

         (10) all Hedging Obligations of such Person; and

         (11) all obligations of such Person under conditional sale or other
     title retention agreements relating to assets purchased by such Person.

         For the avoidance of doubt, "Indebtedness" of any Person shall not
include:

         (i) current trade payables incurred in the ordinary course of business
     and payable in accordance with customary practices;

         (ii) deferred tax obligations;

         (iii) minority interest;

         (iv) uncapitalized interest;

<PAGE>
                                       -14-


         (v) obligations in respect of reclamation, workers compensation,
     including black lung, pension and retiree health care;

         (vi) non-interest bearing installment obligations and accrued
     liabilities incurred in the ordinary course of business;

         (vii) obligations arising under operating leases; and

         (viii) obligations of the Issuer or any Restricted Subsidiary pursuant
     to contracts for, or options, puts or similar arrangements relating to, the
     purchase of raw materials or the sale of inventory at a time in the future
     entered into in the ordinary course of business.

         Any Indebtedness which is incurred at a discount to the principal
amount at maturity thereof shall be deemed to have been incurred at the full
principal amount at maturity thereof. The amount of Indebtedness of any Person
at any date shall be the outstanding balance at such date of all unconditional
obligations as described above, the maximum liability of such Person for any
such contingent obligations at such date and, in the case of clause (7), the
lesser of (a) the Fair Market Value of any asset subject to a Lien securing the
Indebtedness of others on the date that the Lien attaches and (b) the amount of
the Indebtedness secured. For purposes of clause (5), the "maximum fixed
redemption or repurchase price" of any Disqualified Equity Interests that do not
have a fixed redemption or repurchase price shall be calculated in accordance
with the terms of such Disqualified Equity Interests as if such Disqualified
Equity Interests were redeemed or repurchased on any date on which an amount of
Indebtedness outstanding shall be required to be determined pursuant to this
Indenture.

         "Indenture" means this Indenture as amended, restated or supplemented
from time to time.

         "Independent Director" means a director of the Issuer who

         (1) has no financial interest in the transaction at issue;

         (2) does not have any material financial interest in the Issuer or any
     of its Affiliates (other than as a result of holding securities of the
     Issuer); and

         (3) has not and whose Affiliates have not, at any time during the
     twelve months prior to the taking of any action hereunder received, or
     entered into any understanding or agreement to receive, any compensation,
     payment or other benefit from the Issuer or any of its Affiliates, other
     than directors' fees for serving on the Board of Directors of the Issuer or
     any Affiliate and reimbursement of out-of-pocket expenses for attendance at
     the Issuer's or Affiliate's board and board committee meetings.

         "Independent Financial Advisor" means an accounting, appraisal or
investment banking firm of nationally recognized standing that is, in the
reasonable judgment of the Issuer's

<PAGE>
                                       -15-


Board of Directors, qualified to perform the task for which it has been engaged
and disinterested and independent with respect to the Issuer and its Affiliates.

     "Initial Purchasers" means UBS Securities LLC, Citigroup Global Markets
Inc. and PNC Capital Markets, Inc.

     "Institutional Accredited Investor" means an institution that is an
"accredited investor" as that term is defined in Rule 501(a)(1), (2), (3) or (7)
promulgated under the Securities Act.

     "interest" means, with respect to the Notes, interest and Additional
Interest, if any, on the Notes.

     "Interest Payment Date" means each semiannual interest payment date on May
15 and November 15 of each year, commencing May 15, 2004.

     "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.

     "Investments" of any Person means:

         (1) all direct or indirect investments by such Person in any other
     Person in the form of loans, advances or capital contributions or other
     credit extensions constituting Indebtedness of such other Person, and any
     guarantee of Indebtedness of any other Person;

         (2) all purchases (or other acquisitions for consideration) by such
     Person of Indebtedness, Equity Interests or other securities of any other
     Person;

         (3) all other items that would be classified as investments (including
     purchases of assets outside the ordinary course of business) on a balance
     sheet of such Person prepared in accordance with GAAP; and

         (4) the Designation of any Subsidiary as an Unrestricted Subsidiary.

     Except as otherwise expressly specified in this definition, the amount of
any Investment (other than an Investment made in cash) shall be the Fair Market
Value thereof on the date such Investment is made. The amount of Investment
pursuant to clause (4) shall be the Designation Amount determined in accordance
with Section 4.19. If the Issuer or any Subsidiary sells or otherwise disposes
of any Equity Interests of any direct or indirect Subsidiary such that, after
giving effect to any such sale or disposition, such Person is no longer a
Subsidiary, the Issuer shall be deemed to have made an Investment on the date of
any such sale or other disposition equal to the Fair Market Value of the Equity
Interests of and all other Investments in such Subsidiary not sold or disposed
of, which amount shall be determined by the Board of Directors.

<PAGE>
                                       -16-


The acquisition by the Issuer or any Restricted Subsidiary of a Person that
holds an Investment in a third Person shall be deemed to be an Investment by
the Issuer or such Restricted Subsidiary in the third Person in an amount equal
to the Fair Market Value of the Investment held by the acquired Person in the
third Person. Notwithstanding the foregoing, purchases or redemptions of Equity
Interests or debt instruments of the Issuer or any wholly-owned Subsidiary
shall be deemed not to be Investments.

         "Issue Date" means the date on which the Notes are originally issued.

         "Joint Venture Subsidiary" means CoalSolv, LLC, a Virginia limited
liability company.

         "Lien" means, with respect to any asset, any mortgage, deed of trust,
lien (statutory or other), pledge, lease, easement, restriction, covenant,
charge, security interest or other encumbrance of any kind or nature in respect
of such asset, whether or not filed, recorded or otherwise perfected under
applicable law, including any conditional sale or other title retention
agreement, and any lease in the nature thereof, any option or other agreement to
sell, and any filing of, or agreement to give, any financing statement under the
Uniform Commercial Code (or equivalent statutes) of any jurisdiction (other than
cautionary filings in respect of operating leases).

         "Maturity Date" means November 15, 2010.

         "Moody's" means Moody's Investors Service, Inc. and its successors.

         "Net Available Proceeds" means, with respect to any Asset Sale, the
proceeds thereof in the form of cash or Cash Equivalents, net of

         (1) brokerage commissions and other fees and expenses (including fees
     and expenses of legal counsel, accountants and investment banks) of such
     Asset Sale;

         (2) provisions for taxes payable as a result of such Asset Sale (after
     taking into account any available tax credits or deductions and any tax
     sharing arrangements);

         (3) amounts required to be paid to any Person (other than the Issuer or
     any Restricted Subsidiary) owning a beneficial interest in the assets
     subject to the Asset Sale or having a Lien thereon;

         (4) payments of unassumed liabilities (not constituting Indebtedness)
     relating to the assets sold at the time of, or within 30 days after the
     date of, such Asset Sale; and

         (5) appropriate amounts to be provided by the Issuer or any Restricted
     Subsidiary, as the case may be, as a reserve required in accordance with
     GAAP against any liabilities associated with such Asset Sale and retained
     by the Issuer or any Restricted

<PAGE>
                                       -17-


     Subsidiary, as the case may be, after such Asset Sale, including pensions
     and other postemployment benefit liabilities, liabilities related to
     environmental matters and liabilities under any indemnification obligations
     associated with such Asset Sale, all as reflected in an Officers'
     Certificate delivered to the Trustee; provided, however, that any amounts
     remaining after adjustments, revaluations or liquidations of such reserves
     shall constitute Net Available Proceeds;

provided, that the term "Net Available Proceeds" shall not include the proceeds
of any Asset Sale entered into during any Suspension Period.

         "Non-Recourse Debt" means Indebtedness of an Unrestricted Subsidiary:

         (1) as to which neither the Issuer nor any Restricted Subsidiary (a)
     provides credit support of any kind (including any undertaking, 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 an Unrestricted
     Subsidiary) would permit upon notice, lapse of time or both any holder of
     any other Indebtedness (other than the Notes) of the Issuer or any
     Restricted Subsidiary 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) as to which the lenders have been notified in writing that they
     shall not have any recourse to the Equity Interests or assets of the Issuer
     or any Restricted Subsidiary.

         "Non-U.S. Person" means a Person who is not a U.S. person, as defined
in Regulation S.

         "Note Guarantee" means a guarantee of the Notes by a Guarantor.

         "Notes" means the 6.625% Senior Notes due 2010 issued by the Issuer,
including, without limitation, the Original Notes, Additional Notes, if any, the
Private Exchange Notes, if any, and the Exchange Notes, constituting a single
class of securities, as amended or supplemented from time to time in accordance
with the terms hereof, that are issued pursuant to this Indenture.

         "Obligation" means any principal, interest, penalties, fees,
indemnification, reimbursements, costs, expenses, damages and other liabilities
payable under the documentation governing any Indebtedness.

<PAGE>
                                       -18-


         "Offering" means the offering pursuant to the Offering Memorandum of
the Notes to be issued on the Issue Date.

         "Offering Memorandum" means the Offering Memorandum dated November 5,
2003 pursuant to which the Notes issued on the Issue Date were offered.

         "Officer" means any of the following of the Issuer: the Chairman of the
Board of Directors, the Chief Executive Officer, the Chief Financial Officer,
the President, any Vice President, the Treasurer or the Secretary.

         "Officers' Certificate" means a certificate signed by two Officers.

         "Opinion of Counsel" means a written opinion reasonably satisfactory in
form and substance to the Trustee from legal counsel, which counsel is
reasonably acceptable to the Trustee, including the matters required by Section
11.05 and delivered to the Trustee.

         "Original Notes" means $360.0 million of Notes issued on the Issue
Date.

         "Outstanding Receivables Amount" means the sum of (i) the aggregate
uncollected balances of the receivables transferred in Qualified Securitization
Transactions (the "Transferred Receivables") plus (ii) the aggregate amount of
all collections on Transferred Receivables theretofore received by the seller
but not yet remitted to the Issuer or a Restricted Subsidiary.

         "Pari Passu Indebtedness" means any Indebtedness of the Issuer or any
Guarantor that ranks pari passu as to payment with the Notes or the Note
Guarantees, as applicable.

         "Permitted Business" means coal production, coal mining, coal
brokering, coal transportation, mine development, power marketing, electricity
generation, power/energy sales and trading, energy transactions/asset
restructurings, risk management products associated with energy, fuel/power
integration and other energy-related businesses, ash disposal, environmental
remediation and development of related real estate assets, coal, natural gas,
petroleum or other fossil fuel exploration, production, marketing,
transportation and distribution and other related businesses and activities of
the Company and its Subsidiaries, as of the date of this Indenture and any
business or activity that is reasonably similar thereto or a reasonable
extension, development or expansion thereof or ancillary thereto.

         "Permitted Investment" means:

         (1) Investments by the Issuer or any Restricted Subsidiary in (a) any
     Restricted Subsidiary or (b) in any Person that is or will become
     immediately after such Investment a Restricted Subsidiary or that will
     merge or consolidate into the Issuer or a Restricted Subsidiary;

<PAGE>
                                       -19-


         (2) Investments in the Issuer by any Restricted Subsidiary;

         (3) loans and advances to directors, employees and officers of the
     Issuer and the Restricted Subsidiaries for bona fide business purposes not
     in excess of $5.0 million at any one time outstanding;

         (4) Hedging Obligations incurred pursuant to clause (4) of the second
     paragraph of Section 4.06;

         (5) Cash Equivalents;

         (6) receivables owing to the Issuer or any Restricted Subsidiary if
     created or acquired in the ordinary course of business and payable or
     dischargeable in accordance with customary trade terms; provided, however,
     that such trade terms may include such concessionary trade terms as the
     Issuer or any such Restricted Subsidiary deems reasonable under the
     circumstances;

         (7) Investments in securities of trade creditors or customers received
     pursuant to any plan of compromise, arrangement or reorganization or
     similar arrangement upon the bankruptcy or insolvency of such trade
     creditors or customers;

         (8) Investments made by the Issuer or any Restricted Subsidiary as a
     result of consideration received in connection with an Asset Sale made in
     compliance with Section 4.10;

         (9) lease, utility and other similar deposits in the ordinary course of
     business;

         (10) Investments made by the Issuer or a Restricted Subsidiary for
     consideration consisting only of Qualified Equity Interests of the Issuer;

         (11) stock, obligations or securities received in settlement of debts
     created in the ordinary course of business and owing to the Issuer or any
     Restricted Subsidiary or in satisfaction of judgments;

         (12) Investments in joint ventures in an aggregate amount not to exceed
     at any one time outstanding 5% of Consolidated Net Tangible Assets;

         (13) any Investment by the Issuer or a Restricted Subsidiary in a
     Securitization Entity; provided that such Investment is in the form of a
     Purchase Money Note or an equity interest or interests in accounts
     receivable generated by the Issuer or any of its Restricted Subsidiaries;

         (14) any Investment existing on the date of this Indenture (an
     "Existing Investment") and any Investment that replaces, refinances or
     refunds an Existing Investment, provided that the new Investment is in an
     amount that does not exceed the amount

<PAGE>
                                      -20-


     replaced, refinanced or refunded and is made in the same Person as the
     Investment replaced, refinanced or refunded;

         (15) guarantees (including Guarantees) of Indebtedness permitted under
     Section 4.06; and

         (16) other Investments in an aggregate amount not to exceed $50 million
     at any one time outstanding.

     The amount of Investments outstanding at any time shall be deemed to be
reduced:

         (a) upon the disposition or repayment of or return on any Investment,
     by an amount equal to the return of capital with respect to such Investment
     to the Issuer or any Restricted Subsidiary (to the extent not included in
     the computation of Consolidated Net Income), less the cost of the
     disposition of such Investment and net of taxes; and

         (b) upon a Redesignation of an Unrestricted Subsidiary as a Restricted
     Subsidiary, by an amount equal to the lesser of (x) the Fair Market Value
     of the Issuer's proportionate interest in such Subsidiary immediately
     following such Redesignation, and (y) the aggregate amount of Investments
     in such Subsidiary that increased (and did not previously decrease) the
     amount of Investments outstanding.

         "Permitted Liens" means the following types of Liens:

         (1) Liens for taxes, assessments or governmental charges or claims
     either (a) not delinquent or (b) contested in good faith by appropriate
     proceedings and as to which the Issuer or the Restricted Subsidiaries shall
     have set aside on its books such reserves as may be required pursuant to
     GAAP;

         (2) Liens imposed by law that are incurred in the ordinary course of
     business and do not secure Indebtedness for borrowed money, such as
     carriers', warehousemen's, mechanics', landlords', lessor's, materialmen's,
     employees', laborers', employers', suppliers', banks', repairmen's and
     other like Liens;

         (3) Liens incurred or deposits made in connection with workers'
     compensation, unemployment insurance and other types of social security, or
     to secure the performance of tenders, statutory obligations, surety and
     appeal bonds, bids, leases, government contracts, performance and
     return-of-money bonds and other similar obligations (exclusive of
     obligations for the payment of borrowed money);

         (4) Liens upon specific items of inventory or other goods and proceeds
     of any Person securing such Person's obligations in respect of bankers'
     acceptances issued or

<PAGE>
                                       -21-

     created for the account of such Person to facilitate the purchase, shipment
     or storage of such inventory or other goods;

         (5) judgment Liens not giving rise to a Default so long as any
     appropriate legal proceedings which may have been duly initiated for the
     review of such judgment have not been finally terminated or the period
     within which the proceedings may be initiated has not expired;

         (6) easements, rights-of-way, zoning restrictions and other similar
     charges, restrictions or encumbrances in respect of real property,
     reservations (including severances, leases or reservations of oil, gas,
     coal, minerals or water rights) or immaterial imperfections of title and
     any and all matters and exceptions to title that are or would be shown on a
     title insurance policy or a lawyer's title opinion, in each case which do
     not, in the aggregate, impair in any material respect the ordinary conduct
     of the business of the Issuer and the Restricted Subsidiaries taken as a
     whole;

         (7) Liens securing reimbursement obligations with respect to commercial
     letters of credit which encumber documents and other assets relating to
     such letters of credit and products and proceeds thereof;

         (8) Liens encumbering deposits made to secure obligations arising from
     statutory, regulatory, contractual or warranty requirements of the Issuer
     or any Restricted Subsidiary, including rights of offset and setoff;

         (9) bankers' Liens, rights of setoff and other similar Liens existing
     solely with respect to cash and Cash Equivalents on deposit in one or more
     of accounts maintained by the Issuer or any Restricted Subsidiary, in each
     case granted in the ordinary course of business in favor of the bank or
     banks with which such accounts are maintained, securing amounts owing to
     such bank with respect to cash management and operating account
     arrangements, including those involving pooled accounts and netting
     arrangements; provided that in no case shall any such Liens secure (either
     directly or indirectly) the repayment of any Indebtedness;

         (10) contract mining agreements and leases or subleases granted to
     others that do not materially interfere with the ordinary course of
     business of the Issuer or any Restricted Subsidiary;

         (11) Liens arising from filing Uniform Commercial Code financing
     statements regarding leases or subleases;

         (12) Liens securing all of the Notes and Liens securing any Note
     Guarantee;

         (13) Liens existing on the Issue Date securing Indebtedness outstanding
     on the Issue Date;

<PAGE>
                                       -22-


         (14) Liens in favor of the Issuer or any Restricted Subsidiary;

         (15) Liens securing Indebtedness and other obligations under the Credit
     Agreement;

         (16) Liens securing Purchase Money Indebtedness and Liens securing
     Capitalized Lease Obligations to the extent such Liens do not extend to any
     property or assets other than the property or assets acquired with proceeds
     of such Indebtedness;

         (17) Liens securing Acquired Indebtedness permitted to be incurred
     under this Indenture; provided that the Liens do not extend to assets not
     subject to such Lien at the time of acquisition (other than improvements
     thereon) and are no more favorable to the lienholders than those securing
     such Acquired Indebtedness prior to the incurrence of such Acquired
     Indebtedness by the Issuer or a Restricted Subsidiary;

         (18) Liens on assets of a Person existing at the time such Person is
     acquired or merged with or into or consolidated with the Issuer or any such
     Restricted Subsidiary (and not created in anticipation or contemplation
     thereof);

         (19) Liens to secure Refinancing Indebtedness of Indebtedness secured
     by Liens referred to in this definition; provided that in each case such
     Liens do not extend to any additional assets (other than improvements
     thereon and replacements thereof);

         (20) Liens existing on the Issue Date;

         (21) Liens on accounts receivable, inventory, books, records and
     supporting obligations, contracts and other rights related thereto and Cash
     Equivalents securing Hedging Obligations incurred in compliance with clause
     (4) of Section 4.06;

         (22) the right reserved to or vested in any governmental entity by any
     statutory provisions, or by the terms of any lease, license, franchise,
     grant or permit of the Person, to terminate any such lease, license,
     franchise, grant or permit or to require annual or other payments as a
     condition to the continuance thereof;

         (23) any Liens resulting from security given to a public utility or
     governmental entity when required by such utility or governmental entity in
     connection with the operation of the business of such Person;

         (24) covenants restricting or prohibiting access to or from real
     property abutting on controlled access highways, which do not adversely
     impair in any material respect the use of the real property concerned in
     the operation of the business conducted on such real property;

<PAGE>
                                       -23-


         (25) Liens arising or that may be deemed to arise on accounts
     receivable, books, records and contracts, supporting obligations and other
     rights related thereto in favor of a Securitization Entity arising in
     connection with a Qualified Securitization Transaction;

         (26) Liens to secure Attributable Indebtedness, that qualifies as
     Purchase Money Indebtedness permitted to be incurred under this Indenture;
     provided that any such Lien shall not extend to or cover any assets of the
     Issuer or any Restricted Subsidiary other than the assets which are the
     subject of the Sale and Leaseback Transaction in which the Attributable
     Indebtedness is incurred;

         (27) attachment or judgment Liens not giving rise to a Default and
     which are being contested in good faith by appropriate proceedings;

         (28) any option, contract or other agreement to sell an asset; provided
     such sale is not otherwise prohibited under this Indenture;

         (29) Liens on Cash and Cash Equivalents of up to $205 million securing
     letters of credit of the types described under clause (6) of the definition
     of Permitted Indebtedness;

         (30) Liens on Eastman Facility Assets and Westvaco Facility Assets; and

         (31) Liens incurred in the ordinary course of business of the Issuer or
     any Restricted Subsidiary with respect to obligations that do not in the
     aggregate exceed at any one time outstanding 5% of Consolidated Net
     Tangible Assets.

         "Person" means any individual, corporation, partnership, limited
liability company, joint venture, incorporated or unincorporated association,
joint-stock company, trust, unincorporated organization or government or other
agency or political subdivision thereof or other entity of any kind.

         "Physical Notes" means certificated Notes in registered form in
substantially the form set forth in Exhibit A.

         "Plan of Liquidation" with respect to any Person, means a plan that
provides for, contemplates or the effectuation of which is preceded or
accompanied by (whether or not substantially contemporaneously, in phases or
otherwise): (1) the sale, lease, conveyance or other disposition of all or
substantially all of the assets of such Person otherwise than as an entirety or
substantially as an entirety; and (2) the distribution of all or substantially
all of the proceeds of such sale, lease, conveyance or other disposition of all
or substantially all of the remaining assets of such Person to holders of Equity
Interests of such Person.

<PAGE>
                                       -24-


         "Preferred Stock" means, with respect to any Person, any and all
preferred or preference stock or other preferred or preference equity interests
(however designated) of such Person whether now outstanding or issued after the
Issue Date.

         "principal" means, with respect to the Notes, the principal of, and
premium, if any, on the Notes.

         "Private Exchange" has the meaning set forth in the Registration Rights
Agreement.

         "Private Exchange Notes" has the meaning set forth in the Registration
Rights Agreement.

         "Private Placement Legend" means a legend in the form set forth in
Exhibit B.

         "Purchase Money Indebtedness" means Indebtedness, including Capitalized
Lease Obligations, of the Issuer or any Restricted Subsidiary incurred for the
purpose of financing all or any part of the purchase price of property, plant or
equipment used in the business of the Issuer or any Restricted Subsidiary or the
cost of installation, construction or improvement thereof; provided, however,
that (1) the amount of such Indebtedness shall not exceed such purchase price or
cost, (2) such Indebtedness shall not be secured by any asset other than the
specified asset being financed or, in the case of real property or fixtures,
including additions and improvements, the real property to which such asset is
attached and (3) such Indebtedness shall be incurred within 90 days after such
acquisition of such asset by the Issuer or such Restricted Subsidiary or such
installation, construction or improvement.

         "Purchase Money Note" means a promissory note evidencing a line of
credit, which may be irrevocable, from, or evidencing other Indebtedness owed
to, the Issuer or any of its Restricted Subsidiaries in connection with a
Qualified Securitization Transaction, which note shall be repaid from cash
available to the maker of such note, other than amounts required to be
established as reserves pursuant to agreements, amounts paid to investors in
respect of interest, principal and other amounts owing to such investors and
amounts paid in connection with the purchase of newly generated accounts
receivable.

         "Qualified Equity Interests" means Equity Interests of the Issuer other
than Disqualified Equity Interests; provided that such Equity Interests shall
not be deemed Qualified Equity Interests to the extent sold or owed to a
Subsidiary of the Issuer or financed, directly or indirectly, using funds (1)
borrowed from the Issuer or any Subsidiary of the Issuer until and to the extent
such borrowing is repaid or (2) contributed, extended, guaranteed or advanced by
the Issuer or any Subsidiary of the Issuer (including, without limitation, in
respect of any employee stock ownership or benefit plan).

<PAGE>
                                      -25-


         "Qualified Equity Offering" means the issuance and sale of Qualified
Equity Interests of the Issuer to Persons other than any Permitted Holder or any
other Person who is not, prior to such issuance and sale, an Affiliate of the
Issuer.

         "Qualified Securitization Transaction" means any transaction or series
of transactions that may be entered into by the Issuer, any Restricted
Subsidiary or a Securitization Entity pursuant to which the Issuer or such
Restricted Subsidiary or that Securitization Entity may, pursuant to customary
terms, sell, convey or otherwise transfer to, or grant a security interest in
for the benefit of, (1) a Securitization Entity or the Issuer or any Restricted
Subsidiary which subsequently transfers to a Securitization Entity (in the case
of a transfer by the Issuer or such Restricted Subsidiary) and (2) any other
Person (in the case of transfer by a Securitization Entity), any accounts
receivable (whether now existing or arising or acquired in the future) of the
Issuer or any Restricted Subsidiary which arose in the ordinary course of
business of the Issuer or such Restricted Subsidiary, and any assets related
thereto, including, books, records, and supporting obligations, contracts and
other rights relating thereto which are customarily transferred or in respect of
which security interests are customarily granted in connection with asset
securitization transactions involving accounts receivable.

         "Qualified Institutional Buyer" or "QIB" shall have the meaning
specified in Rule 144A promulgated under the Securities Act.

         "Rating Agencies" means S&P and Moody's.

         "redeem" means to redeem, repurchase, purchase, defease, retire,
discharge or otherwise acquire or retire for value; and "redemption" shall have
a correlative meaning; provided that this definition shall not apply for
purposes of Section 3.07.

         "Redemption Date" when used with respect to any Note to be redeemed
means the date fixed for such redemption pursuant to the terms of the Notes.

         "Redesignation" has the meaning given to such term in Section 4.19.

         "refinance" means to refinance, repay, prepay, replace, renew or
refund.

         "Refinancing Indebtedness" means Indebtedness of the Issuer or a
Restricted Subsidiary issued in exchange for, or the net proceeds from the
issuance and sale or disbursement of which are used substantially concurrently
to redeem or refinance in whole or in part, or constituting an amendment of, any
Indebtedness of the Issuer or any Restricted Subsidiary (the "Refinanced
Indebtedness") in an amount not in excess of the amount of the Refinanced
Indebtedness so repaid or amended plus costs and expenses associated therewith
(or, if such Refinancing Indebtedness refinances Indebtedness under a revolving
credit facility or other agreement providing a commitment for subsequent
borrowings, with a maximum commitment not to exceed the maximum commitment under
such revolving credit facility or other agreement); provided that:

<PAGE>
                                      -26-

         (1) the Refinancing Indebtedness is the obligation of the same Person
     as that of the Refinanced Indebtedness;

         (2) if the Refinanced Indebtedness was subordinated to or pari passu
     with the Notes or the Note Guarantees, as the case may be, then such
     Refinancing Indebtedness, by its terms, is expressly pari passu with (in
     the case of Refinanced Indebtedness that was pari passu with) or
     subordinate in right of payment to (in the case of Refinanced Indebtedness
     that was subordinated to) the Notes or the Note Guarantees, as the case may
     be;

         (3) the Refinancing Indebtedness is scheduled to mature either (a) no
     earlier than the Refinanced Indebtedness being repaid or amended or (b)
     after the maturity date of the Notes;

         (4) the portion, if any, of the Refinancing Indebtedness that is
     scheduled to mature on or prior to the maturity date of the Notes has a
     Weighted Average Life to Maturity at the time such Refinancing Indebtedness
     is incurred that is equal to or greater than the Weighted Average Life to
     Maturity of the portion of the Refinanced Indebtedness being repaid that is
     scheduled to mature on or prior to the maturity date of the Notes; and

         (5) the Refinancing Indebtedness is secured only to the extent, if at
     all, and by the assets, that the Refinanced Indebtedness being repaid or
     amended is secured.

         "Registration Rights Agreement" means the Registration Rights Agreement
dated November 10, 2003 among the Issuer, the Guarantors and the Initial
Purchasers, as amended from time to time.

         "Regulation S" means Regulation S promulgated under the Securities Act.

         "Regulation S-X" means Regulation S-X promulgated under the Securities
Act.

         "Responsible Officer" when used with respect to the Trustee, means an
officer or assistant officer assigned to the corporate trust department of the
Trustee (or any successor group of the Trustee) with direct responsibility for
the administration of this Indenture 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.

         "Restricted Note" has the same meaning as "restricted security" set
forth in Rule 144(a)(3) promulgated under the Securities Act; provided, that the
Trustee shall be entitled to request and conclusively rely upon an Opinion of
Counsel with respect to whether any Note is a Restricted Note.

<PAGE>
                                      -27-


         "Restricted Payment" means any of the following:

         (1) the declaration or payment of any dividend or any other
     distribution on Equity Interests of the Issuer or any Restricted Subsidiary
     or any payment made to the direct or indirect holders (in their capacities
     a such) of Equity Interests of the Issuer or any Restricted Subsidiary,
     including, without limitation, any payment in connection with any merger or
     consolidation involving the Issuer but excluding (a) dividends or
     distributions payable solely in Qualified Equity Interests and (b) in the
     case of Restricted Subsidiaries, dividends or distributions payable to the
     Issuer or to a Restricted Subsidiary and pro rata dividends or
     distributions payable to minority stockholders of any Restricted
     Subsidiary;

         (2) the redemption of any Equity Interests of the Issuer or any
     Restricted Subsidiary, including, without limitation, any payment in
     connection with any merger or consolidation involving the Issuer but
     excluding any such Equity Interests held by the Issuer or any Restricted
     Subsidiary;

         (3) any Investment other than a Permitted Investment; or

         (4) any redemption prior to 91 days before the scheduled maturity or
     prior to 91 days before any scheduled repayment of principal or sinking
     fund payment, as the case may be, in respect of Subordinated Indebtedness.

         "Restricted Payments Basket" has the meaning given to such term in the
first paragraph of Section 4.07.

         "Restricted Subsidiary" means any Subsidiary of the Issuer other than
an Unrestricted Subsidiary.

         "Rule 144" means Rule 144 promulgated under the Securities Act.

         "Rule 144A" means Rule 144A promulgated under the Securities Act.

         "S&P" means Standard & Poor's Ratings Services, a division of the
McGraw-Hill Companies, Inc., and its successors.

         "Sale and Leaseback Transactions" means with respect to any Person an
arrangement with any bank, insurance company or other lender or investor or to
which such lender or investor is a party, providing for the leasing by such
Person of any asset of such Person which has been or is being sold or
transferred by such Person to such lender or investor or to any Person to whom
funds have been or are to be advanced by such lender or investor on the security
of such asset.

         "SEC" means the U.S. Securities and Exchange Commission.

         "Secretary's Certificate" means a certificate signed by the Secretary
of the Issuer.

<PAGE>
                                      -28-

         "Securities Act" means the U.S. Securities Act of 1933, as amended.

         "Securitization Entity" means any Unrestricted Subsidiary or Person
that is not a Subsidiary of the Company, in each case that is exclusively
engaged in Qualified Securitization Transactions and activities relating
directly thereto.

         "Significant Subsidiary" means (1) any Restricted Subsidiary 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 Issue Date and (2)
any Restricted Subsidiary that, when aggregated with all other Restricted
Subsidiaries that are not otherwise Significant Subsidiaries and as to which any
event described in clause (7) or (8) under Section 6.01 has occurred and is
continuing, would constitute a Significant Subsidiary under clause (1) of this
definition.

         "Subordinated Indebtedness" means Indebtedness of the Issuer or any
Restricted Subsidiary that is subordinated in right of payment to the Notes or
the Note Guarantees, respectively.

         "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 Issuer.

         "Suspension Period" means any period in which the Notes are rated
Investment Grade by both Rating Agencies and no Default or Event of Default has
occurred and is continuing under this Indenture.

         "Tax" shall mean any tax, duty, levy, impost, assessment or other
governmental charge (including penalties, interest and any other liabilities
related thereto).

         "Trust Indenture Act" or "TIA" means the Trust Indenture Act of 1939,
as amended.

<PAGE>
                                      -29-

         "Trustee" means the party named as such in this Indenture until a
successor replaces it pursuant to this Indenture and thereafter means the
successor.

         "Unrestricted Subsidiary" means (1) as of the Issue Date, the
Dissolving Subsidiaries, the Joint Venture Subsidiary and any Securitization
Entity in existence as of the Issue Date, (2) any other Subsidiary that at the
time of determination shall be designated an Unrestricted Subsidiary by the
Board of Directors of the Issuer in accordance with Section 4.19 and (3) any
other Subsidiary of an Unrestricted Subsidiary.

         "U.S." and "United States" means the United States of America, its
territories and possessions, any state of the United States, and the District of
Columbia.

         "U.S. Government Obligations" means direct non-callable obligations of,
or obligations guaranteed by, the United States of America for the payment of
which guarantee or obligations the full faith and credit of the United States is
pledged.

         "Voting Stock" with respect to any Person, means securities of any
class of Equity Interests of such Person entitling the holders thereof (whether
at all times or only so long as no senior class of stock or other relevant
equity interest has voting power by reason of any contingency) to vote in the
election of members of the Board of Directors of such Person.

         "Weighted Average Life to Maturity" when applied to any Indebtedness at
any date, means the number of years obtained by dividing (1) the sum of the
products obtained by multiplying (a) the amount of each then remaining
installment, sinking fund, serial maturity or other required payment of
principal, including payment at final maturity, in respect thereof by (b) the
number of years (calculated to the nearest one-twelfth) that will elapse between
such date and the making of such payment by (2) the then outstanding principal
amount of such Indebtedness.

         "Westvaco Facility Assets" means the coal handling facility constructed
at Westvaco Corporation's Covington, Virginia plant, including all assets
necessary to operate such coal handling facility, and all integrally related
tangible and intangible assets, including leases, coal handling agreements,
service agreements and transportation agreements.

         "Wholly-Owned Restricted Subsidiary" means a Restricted Subsidiary of
which 100% of the Equity Interests (except for directors' qualifying shares or
certain minority interests owned by other Persons solely due to local law
requirements that there be more than one stockholder, but which interest is not
in excess of what is required for such purpose) are owned directly by the Issuer
or through one or more Wholly-Owned Restricted Subsidiaries.

     Section 1.02 Other Definitions.

         The definitions of the following terms may be found in the sections
indicated as follows:

<PAGE>
                                      -30-


                Term                                          Defined in Section
                ----                                          ------------------
"actual knowledge" ...................................             7.02
"Affiliate Transaction" ..............................             4.09
"Change of Control Offer" ............................             4.15(a)
"Change of Control Payment Date" .....................             4.15(b)
"Change of Control Purchase Price" ...................             4.15(a)
"Covenant Defeasance" ................................             9.03
"DTC Agent Members" ..................................             2.16(a)
"Events of Default" ..................................             6.01
"Excess Proceeds" ....................................             4.10
"Global Notes" .......................................             2.16(a)
"Legal Defeasance" ...................................             9.02
"Net Proceeds Deficiency" ............................             4.10
"Net Proceeds Offer" .................................             4.10
"Offered Price" ......................................             4.10
"Other Notes" ........................................             2.02
"Outstanding Receivables Amount" .....................             1.01
"Pari Passu Indebtedness Price " .....................             4.10
"Paying Agent" .......................................             2.04
"Payment Amount" .....................................             4.10
"Permitted Indebtedness" .............................             4.06
"Refinanced Indebtedness" ............................             1.01
"Register" ...........................................             2.04
"Registrar" ..........................................             2.04
"Regulation S Global Note" ...........................             2.16(a)
"Regulation S Notes" .................................             2.02
"Restricted Global Note" .............................             2.16(a)
"Rule 144A Notes" ....................................             2.02
"Successor" ..........................................             5.01
"Transaction Date" ...................................             1.01
"Transferred Receivables" ............................             1.01

     Section 1.03 Incorporation by Reference of Trust Indenture Act.

         Whenever this Indenture refers to a provision of the TIA, the portion
of such provision required to be incorporated herein in order for this Indenture
to be qualified under the TIA is incorporated by reference in and made a part of
this Indenture. All terms used in this Indenture that are defined by the TIA,
defined in the TIA by reference to another statute or defined by a rule of the
SEC and not otherwise defined herein have the meanings therein assigned to them.

<PAGE>
                                      -31-

     Section 1.04 Rules of Construction.

         Unless the context otherwise requires:

         (a) a term has the meaning assigned to it herein, whether defined
     expressly or by reference;

         (b) "or" is not exclusive;

         (c) words in the singular include the plural, and in the plural include
     the singular;

         (d) words used herein implying any gender shall apply to all genders;

         (e) "herein," "hereof" and other words of similar import refer to this
     Indenture as a whole and not to any particular Article, Section or
     subsection;

         (f) unless otherwise specified herein, all accounting terms used herein
     shall be interpreted, all accounting determinations hereunder shall be
     made, and all financial statements required to be delivered hereunder shall
     be prepared in accordance with the definition of GAAP set forth in Section
     1.01;

         (g) whenever in this Indenture there is mentioned, in any context,
     principal, interest or any other amount payable under or with respect to
     any Note, such mention shall be deemed to include mention of the payment of
     Additional Interest to the extent that, in such context, Additional
     Interest is, was or would be payable in respect thereof.

                                   ARTICLE TWO

                                    THE NOTES

     Section 2.01 Amount of Notes.

         The Trustee shall authenticate Original Notes for original issue on the
Issue Date in the aggregate principal amount of $360,000,000 upon receipt of a
written order of the Issuer in the form of an Officers' Certificate of the
Issuer. In addition, the Trustee or an authenticating agent shall, upon receipt
of a written order of the Issuer in the form of an Officer's Certificate of the
Issuer, authenticate Additional Notes in accordance with Section 2.19; provided
that the Trustee shall be entitled to receive an Officers' Certificate and an
Opinion of Counsel of the Issuer in connection with the authentication of such
Additional Notes. Such written order shall specify the amount of Notes to be
authenticated and the date on which such Notes are to be authenticated and, in
the case of an issuance of Additional Notes pursuant to Section 2.19, such
Officer's Certificate of the Issuer shall certify that such issuance shall not
be prohibited by Section 4.06.

<PAGE>
                                      -32-

         Upon receipt of a Company Request and an Officers' Certificate of the
Issuer certifying that a registration statement relating to an exchange offer
specified in the Registration Rights Agreement is effective under the Securities
Act and that the conditions precedent to a Private Exchange thereunder have been
met, the Trustee shall authenticate an additional series of Notes in an
aggregate principal amount not to exceed $360,000,000 for issuance in exchange
for the Notes tendered for exchange pursuant to such exchange offer registered
under the Securities Act or pursuant to a Private Exchange. Exchange Notes or
Private Exchange Notes may have such distinctive series designations and such
changes in the form thereof as are specified in the Company Request referred to
in the preceding sentence.

     Section 2.02 Form and Dating.

         The Notes and the Trustee's certificate of authentication with respect
thereto shall be substantially in the form set forth in Exhibit A, which is
incorporated in and forms a part of this Indenture. The Notes may have
notations, legends or endorsements required by law, rule or usage to which the
Issuer is subject. Without limiting the generality of the foregoing, Notes
offered and sold to Qualified Institutional Buyers in reliance on Rule 144A
("Rule 144A Notes") shall bear the Private Placement Legend and include the form
of assignment set forth in Exhibit B and Notes offered and sold in offshore
transactions in reliance on Regulation S ("Regulation S Notes") shall bear the
Private Placement Legend and include the form of assignment set forth in Exhibit
B. Notes transferred pursuant to Section 2.17(a) ("Other Notes") shall be
represented by a Physical Note bearing the Private Placement Legend. Each Note
shall be dated the date of its authentication. The Notes shall be issuable only
in registered form without coupons in denominations of $1,000 and any integral
multiple thereof.

         Upon the occurrence of the Exchange Offer in accordance with the
Registration Rights Agreement, Exchange Notes issued by the Issuer shall be
substantially in the form set forth in Exhibit A (but shall not contain
paragraph 9 thereof).

         The terms and provisions contained in the Notes shall constitute, and
are expressly made, a part of this Indenture and, to the extent applicable, the
Issuer, any Guarantors and the Trustee, by their execution and delivery of this
Indenture, expressly agree to such terms and provisions and agree to be bound
thereby. However, to the extent any provision of the Notes conflicts with the
provisions of this Indenture, the provisions of this Indenture shall govern and
be controlling.

         The Notes may be presented for registration of transfer and exchange at
the offices of the Registrar.

     Section 2.03 Execution and Authentication.

         One Officer shall sign the Notes for the Issuer by manual or facsimile
signature.

<PAGE>
                                      -33-

         If an Officer whose signature is on a Note was an Officer at the time
of such execution but no longer holds that office at the time the Trustee
authenticates the Note, the Note shall be valid nevertheless.

         At any time and from time to time after the execution and delivery of
this Indenture, the Issuer may deliver Notes executed by the Issuer to the
Trustee for authentication, together with a Company Request for authentication
and delivery of such Notes, and the Trustee, in accordance with such Company
Request, shall authenticate and deliver such Notes.

         No Note shall be entitled to any benefit under this Indenture or be
valid or obligatory for any purpose unless there appears on such Note a
certificate of authentication substantially in the form provided for herein
executed by the Trustee by manual signature, and such certificate upon any Note
shall be conclusive evidence, and the only evidence, that such Note has been
duly authenticated and delivered hereunder. Notwithstanding the foregoing, if
any Note shall have been authenticated and delivered hereunder but never issued
and sold by the Issuer, and the Issuer shall deliver such Note to the Trustee
for cancellation as provided in Section 2.12, for all purposes of this Indenture
such Note shall be deemed never to have been authenticated and delivered
hereunder and shall never be entitled to the benefits of this Indenture.

         Upon prior notice to, and approval by (which approval shall not be
unreasonably withheld), the Issuer, the Trustee may appoint an authenticating
agent to authenticate the Notes. Unless otherwise provided in the appointment,
an authenticating agent may authenticate the Notes whenever the Trustee may do
so. Each reference in this Indenture to authentication by the Trustee includes
authentication by such agent. An authenticating agent has the same rights as an
Agent to deal with the Issuer and Affiliates of the Issuer. Each Paying Agent is
designated as an authenticating agent for purposes of this Indenture.

     Section 2.04 Registrar and Paying Agent.

         The Issuer shall maintain an office or agency (which shall be located
in the Borough of Manhattan in The City of New York, State of New York) where
Notes may be presented for registration of transfer or for exchange (the
"Registrar"), and an office or agency where Notes may be presented for payment
(the "Paying Agent") and an office or agency where notices and demands to or
upon the Issuer, if any, in respect of the Notes and this Indenture may be
served. The Registrar shall keep a register (the "Register") of the names and
address of the Holders and the Notes and of their transfer and exchange. The
Issuer may have one or more additional Paying Agents. The term "Paying Agent"
includes any additional Paying Agent. The Issuer may change any Paying Agent or
Registrar without notice to any Holder. The Issuer or any of its Subsidiaries
may act as Paying Agent or Registrar.

         The Issuer shall enter into an appropriate agency agreement, which
shall incorporate applicable provisions of the TIA, with any Agent that is not a
party to this Indenture. The agreement shall implement the provisions of this
Indenture that relate to such Agent. The Issuer shall notify the Trustee of the
name and address of any such Agent. If the Issuer fails to maintain

<PAGE>
                                      -34-

a Registrar or Paying Agent, or fails to give the foregoing notice, the Trustee
shall act as such and shall be entitled to appropriate compensation in
accordance with Section 7.07.

         The Issuer initially appoints the Trustee as Registrar, Paying Agent
and Agent for service of notices and demand (subject to Section 11.09) in
connection with the Notes and this Indenture.

     Section 2.05 Paying Agent To Hold Money in Trust.

         Each Paying Agent shall hold in trust for the benefit of the Holders or
the Trustee all money held by the Paying Agent for the payment of principal of
or premium or interest on the Notes (whether such money has been paid to it by
the Issuer or any other obligor on the Notes or any Guarantor), and the Issuer
and the Paying Agent shall notify the Trustee in writing of any default by the
Issuer (or any other obligor on the Notes or any Guarantor) in making any such
payment. Money held in trust by the Paying Agent need not be segregated except
as required by law and in no event shall the Paying Agent be liable for any
interest on any money received by it hereunder. The Issuer at any time may
require the Paying Agent to pay all money held by it to the Trustee and account
for any funds disbursed and the Trustee may at any time during the continuance
of any Event of Default specified in clause (1) or (2) of Section 6.01 hereof,
upon written request to the Paying Agent, require such Paying Agent to pay
forthwith all money so held by it to the Trustee and to account for any funds
disbursed. Upon making such payment, the Paying Agent shall have no further
liability for the money delivered to the Trustee.

     Section 2.06 Holder Lists.

         The Trustee shall preserve in as current a form as is reasonably
practicable the most recent list available to it of the names and addresses of
the Holders. Such list shall be in written form or any other form capable of
being converted into written form within a reasonable time. If the Trustee is
not the Registrar, the Issuer shall furnish to the Trustee at least five
Business Days before each Interest Payment Date, and at such other times as the
Trustee may request in writing, a list in such form and as of such date as the
Trustee may reasonably require of the names and addresses of the Holders. The
Trustee may rely on the lists of Holders provided by the Issuer.

     Section 2.07 Transfer and Exchange.

         Subject to Sections 2.16 and 2.17, when Notes are presented to the
Registrar with a request from the Holder of such Notes to register a transfer or
to exchange them for an equal principal amount of Notes of other authorized
denominations, the Registrar shall register the transfer as requested. Every
Note presented or surrendered for registration of transfer or exchange shall be
duly endorsed or be accompanied by a written instrument of transfer in form
satisfactory to the Issuer and the Registrar, duly executed by the Holder
thereof or its attorneys duly authorized in writing. To permit registrations of
transfers and exchanges, the Issuer shall issue and execute and the Trustee
shall authenticate new Notes evidencing such transfer or exchange at

<PAGE>
                                      -35-

the Registrar's request in accordance with Section 2.03 hereof. No service
charge shall be made to the Holder for any registration of transfer or exchange.
The Issuer may require from the Holder payment of a sum sufficient to cover any
transfer taxes or other governmental charge that may be imposed in relation to a
transfer or exchange, but this provision shall not apply to any exchange
pursuant to Section 2.11, 3.06, 4.10, 4.15 or 8.05 (in which events the Issuer
shall be responsible for the payment of such taxes). The Registrar shall not be
required to exchange or register a transfer of (i) any Note for a period of 15
days immediately preceding the mailing of a notice of redemption of Notes to be
redeemed, (ii) of any Note selected, called or being called for redemption
except the unredeemed portion of any Note being redeemed in part, or (iii) any
Note between a record date and the next succeeding Interest Payment Date.

         Any Holder of a Global Note shall, by acceptance of such Global Note,
agree that transfers of the beneficial interests in such Global Note may be
effected only through a book entry system maintained by the Holder of such
Global Note (or its agent), and that ownership of a beneficial interest in a
Global Note shall be required to be reflected in a book entry.

         Each Holder of a Note agrees to indemnify the Issuer and the Trustee
against any liability that may result from the transfer, exchange or assignment
of such Holder's Note in violation of any provision of this Indenture and/or
applicable U.S. federal or state securities laws.

         Neither the Trustee nor the Registrar shall have any duty to monitor
the Issuer's compliance with or have any responsibility with respect to the
Issuer's compliance with any U.S. federal or state securities laws.

     Section 2.08 Replacement Notes.

         If a mutilated Note is surrendered to the Registrar or the Trustee, or
if the Holder of a Note claims that the Note has been lost, destroyed or
wrongfully taken, the Issuer shall issue and the Trustee shall authenticate a
replacement Note if (a) the Holder of such Note furnishes to the Issuer and the
Trustee evidence reasonably acceptable to them of the ownership and the
destruction, loss or theft of such Note and (b) the requirements of Section
8-405 of the New York Uniform Commercial Code (or applicable provision at the
time of such replacement) are met. If required by the Trustee or the Issuer, an
indemnity bond shall be posted, sufficient in the judgment of both to protect
the Issuer, any Guarantors, the Trustee or any Paying Agent from any loss that
any of them may suffer if such Note is replaced. The Issuer may charge such
Holder for the Issuer's reasonable out-of-pocket expenses (including, without
limitation, attorneys' fees and disbursements) in replacing such Note and the
Trustee may charge the Issuer for the Trustee's expenses (including, without
limitation, attorneys' fees and disbursements) in replacing such Note. Every
replacement Note shall constitute a contractual obligation of the Issuer.

         In case any such mutilated, destroyed, lost or stolen Note has become,
or shall become within 30 days, due and payable, the Issuer in its discretion
may, instead of issuing a new Note, pay such Note.

<PAGE>
                                      -36-

     Section 2.09 Outstanding Notes.

         The Notes outstanding at any time are all Notes that have been
authenticated by the Trustee except for (a) those cancelled by it, (b) those
delivered to it for cancellation, (c) to the extent set forth in Sections 9.01
and 9.02, on or after the date on which the conditions set forth in Section 9.01
or 9.02 have been satisfied, those Notes theretofore authenticated and delivered
by the Trustee hereunder and (d) those described in this Section 2.09 as not
outstanding. Subject to Section 2.10, a Note does not cease to be outstanding
because the Issuer or one of its Affiliates holds the Note.

         If a Note is replaced pursuant to Section 2.08, it ceases to be
outstanding unless the Trustee receives proof satisfactory to it that the
replaced Note is held by a bona fide purchaser in whose hands such Note is a
legal, valid and binding obligation of the Issuer.

         If the Paying Agent (other than the Issuer, a Subsidiary or an
Affiliate of any thereof) holds, in its capacity as such, on any Maturity Date
or on any optional redemption date, money sufficient to pay all accrued interest
and principal with respect to the Notes payable on that date and is not
prohibited from paying such money to the Holders thereof pursuant to the terms
of this Indenture, then on and after that date such Notes cease to be
outstanding and interest on them ceases to accrue.

     Section 2.10 Treasury Notes.

         In determining whether the Holders of the required principal amount of
Notes have concurred in any declaration of acceleration or notice of default or
direction, waiver or consent or any amendment, modification or other change to
this Indenture, Notes owned by the Issuer or any Person directly or indirectly
controlling or controlled by or under common control with the Issuer shall be
disregarded as though they were not outstanding, except that for the purposes of
determining whether the Trustee shall be protected in relying on any such
direction, waiver or consent or any amendment, modification or other change to
this Indenture, only Notes as to which the Trustee has received an Officers'
Certificate of the Issuer stating that such Notes are so owned shall be so
disregarded. Notes so owned which have been pledged in good faith shall not be
disregarded if the pledgee established to the satisfaction of the Trustee the
pledgee's right so to act with respect to the Notes and that the pledgee is not
the Issuer, a Guarantor, any other obligor on the Notes or any of their
respective Affiliates.

     Section 2.11 Temporary Notes.

         Until definitive Notes are prepared and ready for delivery, the Issuer
may prepare and the Trustee shall authenticate temporary Notes which are
printed, lithographed, typewritten, mimeographed or otherwise produced in any
authorized denomination. Temporary Notes shall be substantially in the form of
definitive Notes but may have insertions, omissions, substitutions and other
variations that the Issuer considers appropriate for temporary Notes and that
the Issuer shall have identified to the Trustee in writing. Without unreasonable
delay, the Issuer shall pre-

<PAGE>
                                      -37-

pare and the Trustee shall authenticate definitive Notes in exchange for
temporary Notes. Until such exchange, temporary Notes shall be entitled to the
same rights, benefits and privileges as definitive Notes.

     Section 2.12 Cancellation.

         The Issuer at any time may deliver Notes to the Trustee for
cancellation. The Registrar and the Paying Agent shall forward to the Trustee
any Notes surrendered to them for registration of transfer, exchange or payment.
The Trustee shall cancel all Notes surrendered for registration of transfer,
exchange, payment, replacement or cancellation and shall destroy canceled Notes
and deliver a certificate of destruction thereof to the Issuer unless the Issuer
directs the Trustee in writing to deliver canceled Notes to the Issuer. The
Issuer may not reissue or resell, or issue new Notes to replace, Notes that the
Issuer has redeemed or paid, or that have been delivered to the Trustee for
cancellation.

     Section 2.13 Defaulted Interest.

         If the Issuer defaults on a payment of interest on the Notes, it shall
pay the defaulted interest in any lawful manner, plus (to the extent permitted
by law) any interest payable on the defaulted interest, in accordance with
paragraph 1 of the Notes, to the Persons who are Holders on a subsequent special
record date, which date shall be at least five Business Days prior to the
payment date. The Issuer shall fix such special record date and payment date in
a manner satisfactory to the Trustee. At least 10 days before such special
record date, the Issuer shall mail to each Holder a notice that states the
special record date, the payment date and the amount of defaulted interest, and
interest payable on defaulted interest, if any, to be paid. The Issuer may make
payment of any defaulted interest in any other lawful manner not inconsistent
with the requirements (if applicable) of any securities exchange on which the
Notes may be listed and, upon such notice as may be required by such exchange,
if, after written notice given by the Issuer to the Trustee of the proposed
payment pursuant to this sentence, such manner of payment shall be deemed
practicable by the Trustee.

     Section 2.14 CUSIP Number.

         The Issuer in issuing the Notes may use one or more "CUSIP" or "ISIN"
numbers, and if so, each such CUSIP or ISIN number shall be included in notices
of redemption or exchange as a convenience to Holders; provided that any such
notice may state that no representation is made as to the correctness or
accuracy of the CUSIP or ISIN number printed in the notice or on the Notes, and
that reliance may be placed only on the other identification numbers printed on
the Notes. The Issuer shall promptly notify the Trustee of any such CUSIP or
ISIN number used by the Issuer in connection with the issuance of the Notes and
of any change in the CUSIP or ISIN number.

<PAGE>
                                      -38-

     Section 2.15 Deposit of Moneys.

         Prior to 10:00 a.m., New York City time, on each Interest Payment Date
and the Maturity Date, the Issuer shall have deposited with the Paying Agent in
immediately available funds money sufficient to make cash payments due on such
Interest Payment Date or the Maturity Date, as the case may be, in a timely
manner which permits the Trustee to remit payment to the Holders on such
Interest Payment Date or the Maturity Date, as the case may be. Except as
otherwise provided herein, the principal and interest on Global Notes shall be
payable to DTC or the nominee of DTC, as the case may be, as the sole registered
owner and the sole holder of the Global Notes represented thereby. The principal
and interest on Physical Notes shall be payable, either in person or by mail, at
the office of the Paying Agent.

     Section 2.16 Book-Entry Provisions for Global Notes.

         (a) Rule 144A Notes initially shall be represented by one or more notes
in registered, global form without interest coupons (collectively, the
"Restricted Global Note"). Regulation S Notes initially shall be represented by
one or more notes in registered, global form without interest coupons
(collectively, the "Regulation S Global Note," and, together with the Restricted
Global Note and any other global notes representing Notes, the "Global Notes").
The Global Notes shall each bear a legend as set forth in Exhibit C. The Global
Notes initially shall (i) be registered in the name of DTC or the nominee of
DTC, in each case, for credit to an account of DTC Agent Members, (ii) be
delivered to the Trustee as custodian for DTC and (iii) in the case of the
Restricted Global Notes or the Regulation S Global Notes, bear legends as set
forth in Exhibit B.

         Neither members of, nor direct or indirect participants in, DTC ("DTC
Agent Members") shall have any rights under this Indenture with respect to any
Global Note held on their behalf by DTC, or the Trustee as its custodian, or
under the Global Notes, and DTC may be treated by the Issuer, the Trustee and
any agent of the Issuer or the Trustee as the absolute owner of such Global Note
for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall
prevent the Issuer, the Trustee or any agent of the Issuer or the Trustee from
giving effect to any written certification, proxy or other authorization
furnished by DTC or impair, as between DTC and DTC Agent Members, the operation
of customary practices governing the exercise of the rights of a Holder of any
Note.

         (b) Transfers of Global Notes shall be limited to transfer of such
Global Notes in whole, but not in part, to DTC, its successors or their
respective nominees. Interests of beneficial owners in the Global Notes may be
transferred or exchanged for Physical Notes in accordance with the rules and
procedures of DTC and the provisions of Section 2.17. In addition, a Global Note
shall be exchangeable for Physical Notes if (i) DTC notifies the Issuer that it
is unwilling or unable to continue as depository for such Global Note and the
Issuer thereupon is unable to locate a qualified successor depository within 90
days of such event, or (ii) the Issuer, in its sole discretion, notifies the
Trustee in writing that it elects to cause the issuance of such Physical Notes.
In all cases, Physical Notes delivered in exchange for any

<PAGE>
                                      -39-

Global Note or beneficial interests therein shall be registered in the names,
and issued in any approved denominations, requested by or on behalf of DTC (in
accordance with its customary procedures).

         (c) In connection with any transfer or exchange of a portion of the
beneficial interest in any Global Note to beneficial owners pursuant to clause
(b) of this Section 2.16, the Registrar shall (if one or more Physical Notes are
to be issued) reflect on its books and records the date and a decrease in the
principal amount of such Global Note in an amount equal to the principal amount
of the beneficial interest in such Global Note to be transferred, and the Issuer
shall execute, and the Trustee shall upon receipt of a written order from the
Issuer authenticate and make available for delivery, one or more Physical Notes
of like tenor and amount.

         (d) In connection with the transfer of any Global Note as an entirety
to beneficial owners pursuant to clause (b) of this Section 2.16, such Global
Note shall be deemed to be surrendered to the Trustee for cancellation, and the
Issuer shall execute, and the Trustee shall authenticate and deliver, to each
beneficial owner identified by DTC in writing in exchange for its beneficial
interest in such Global Note, an equal aggregate principal amount of Physical
Notes of authorized denominations.

         (e) Any Physical Note delivered in exchange for an interest in a Global
Note that is a Restricted Note pursuant to clause (b), (c) or (d) of this
Section 2.16 shall, except as otherwise provided by clause (c) of Section 2.17,
bear the Private Placement Legend unless the Issuer determines otherwise in
compliance with applicable law.

         (f) Beneficial interests in the Restricted Global Note may be
transferred to a Person who takes delivery in the form of an interest in the
Regulation S Global Note only if the transferor first delivers to the Trustee
(i) a written certificate to the effect that such transfer is being made in
accordance with Rule 903 or 904 of Regulation S or Rule 144 (if available) and
(ii) at the option of the Trustee and the Issuer, an Opinion of Counsel
reasonably satisfactory to the Trustee and the Issuer to the effect that such
transfer is in accordance with Regulation S or Rule 144, as the case may be.

         (g) Any beneficial interest in a Global Note that is transferred to a
Person who takes delivery in the form of an interest in another Global Note
shall, upon transfer, cease to be an interest in such Global Note and become an
interest in such other Global Note and, accordingly, shall thereafter be subject
to all transfer restrictions and other procedures applicable to beneficial
interests in such other Global Note for as long as it remains such an interest.

         (h) The Holder of any Global Note may grant proxies and otherwise
authorize any Person, including DTC Agent Members and Persons that may hold
interests through DTC Agent Members, to take any action which a Holder is
entitled to take under this Indenture or the Notes.

<PAGE>
                                       -40-


     Section 2.17 Special Transfer Provisions.

         (a) Transfers to Non-QIB Institutional Accredited Investors and
Non-U.S. Persons. The following provisions shall apply with respect to the
registration of any proposed transfer of a Restricted Note to any Institutional
Accredited Investor which is not a QIB or to any Non-U.S. Person:

         (i) the Registrar shall register the transfer of any Note, whether or
     not such Note bears the Private Placement Legend, if (A) the requested
     transfer is after the time period referred to in Rule 144(k) under the
     Securities Act, or such other date as such Note shall be freely
     transferable under Rule 144 as certified in an Officers' Certificate or (B)
     (1) in the case of a transfer to an Institutional Accredited Investor which
     is not a QIB (excluding Non-U.S. Persons), the proposed transferee has
     delivered to the Registrar and the Issuer a certificate substantially in
     the form of Exhibit D hereto and, at the request of the Registrar and the
     Issuer, an Opinion of Counsel reasonably satisfactory to the Registrar and
     the Issuer to the effect that such transfer is in accordance with the
     Securities Act or (2) in the case of a transfer to a Non-U.S. Person
     (including a QIB), the proposed transferor has delivered to the Registrar
     and the Issuer a certificate substantially in the form of Exhibit E hereto
     and, at the request of the Registrar and the Issuer, an Opinion of Counsel
     reasonably satisfactory to the Registrar or the Issuer to the effect that
     such transfer is in accordance with the Securities Act; provided that in
     the case of any transfer of a Note bearing the Private Placement Legend for
     a Note not bearing the Private Placement Legend, the Registrar has received
     an Officers' Certificate authorizing such transfer and, at the request of
     the Registrar and the Issuer, the proposed transferor shall deliver an
     Opinion of Counsel reasonably satisfactory to the Registrar and the Issuer
     to the effect that such transfer is in accordance with the Securities Act;
     and


         (ii) if the proposed transferor is a DTC Agent Member holding a
     beneficial interest in the Restricted Global Note, and the proposed
     transferee is either a Non-U.S. Person who is receiving a beneficial
     interest in the Regulation S Global Note or any Person who requests
     delivery in the form of Physical Notes, upon receipt by the Registrar of
     (A) the documents, if any, required by clause (a)(i) of this Section 2.17
     and (B) instructions given in accordance with DTC's and the Registrar's
     procedures, whereupon (C) the Registrar shall reflect on its books and
     records the date and a decrease in the principal amount of the Restricted
     Global Note in an amount equal to the principal amount of the beneficial
     interest in the Restricted Global Note to be transferred, and (D) (I) with
     respect to transfers to a Non-U.S. Person receiving a beneficial interest
     in the Regulation S Global Note, the Registrar shall reflect on its books
     and records the date and an increase in the principal amount of the
     Regulation S Global Note in an amount equal to the principal amount of the
     beneficial interest in the Restricted Global Note transferred or (II) with
     respect to a Person who requests delivery in the form of Physical Notes,
     the Issuer shall execute and the Trustee shall authenticate and make
     available for delivery one or more Physical Notes of like tenor and amount.

<PAGE>
                                       -41-


         (b) Transfers to QIBs. The following provisions shall apply with
respect to the registration of any proposed registration of transfer of a
Restricted Note to a QIB (excluding transfers to Non-U.S. Persons):

         (i) (A) if the Restricted Note consists of Physical Notes, the
     Registrar shall register the transfer if such transfer is being made by a
     proposed transferor who has checked the box provided for on such Holder's
     Note stating, or has otherwise advised the Issuer and the Registrar in
     writing, that the sale has been made in compliance with the provisions of
     Rule 144A to a transferee who has signed the certification provided on such
     Holder's Note stating, or has otherwise advised the Issuer and the
     Registrar in writing, that such transferee represents and warrants that it
     is purchasing the Note for its own account or an account with respect to
     which it exercises sole investment discretion and that it and any such
     account is a QIB within the meaning of Rule 144A, and is aware that the
     sale to it is being made in reliance on Rule 144A and acknowledges that it
     has received such information regarding the Issuer as it has requested
     pursuant to Rule 144A or has determined not to request such information and
     that it is aware that the transferor is relying upon its foregoing
     representations in order to claim the exemption from registration provided
     by Rule 144A, and (B) if the Restricted Note consists of an interest in the
     Restricted Global Note, unless otherwise provided in this Indenture, the
     transfer of such interest may only be effected through the book-entry
     system maintained by the Depository; and

         (ii) if the proposed transferee is a DTC Agent Member, and the Notes to
     be transferred consist of Physical Notes which after transfer are to be
     evidenced by an interest in the Restricted Global Note, upon receipt by the
     Registrar of instructions given in accordance with DTC's and the
     Registrar's procedures, the Registrar shall reflect on its books and
     records the date and an increase in the principal amount of the Restricted
     Global Note in an amount equal to the principal amount of the Physical
     Notes to be transferred, and the Trustee shall cancel the Physical Notes so
     transferred.

         (c) Private Placement Legend. Upon the registration of transfer,
exchange or replacement of Notes not bearing the Private Placement Legend, the
Registrar shall deliver Notes that do not bear the Private Placement Legend.
Upon the registration of transfer, exchange or replacement of Notes bearing the
Private Placement Legend, the Registrar shall deliver only Notes that bear the
Private Placement Legend unless (i) it has received the Officers' Certificate
required by paragraph (a)(i)(A) of this Section 2.17, (ii) there is delivered to
the Registrar an Opinion of Counsel reasonably satisfactory to the Issuer and
the Trustee to the effect that neither such legend nor the related restrictions
on transfer are required in order to maintain compliance with the provisions of
the Securities Act or (iii) such Note has been sold pursuant to an effective
registration statement under the Securities Act.

         (d) General. By its acceptance of any Note bearing the Private
Placement Legend, each Holder of such Note acknowledges and agrees to the
restrictions on transfer of

<PAGE>
                                       -42-


such Note set forth in this Indenture and in the Private Placement Legend and
further agrees that it shall transfer such Note only as provided in this
Indenture.

         The Registrar shall retain for a period of three years, copies of all
letters, notices and other written communications received pursuant to Section
2.16 or this Section 2.17. The Issuer shall have the right to inspect and make
copies of all such letters, notices or other written communications at any
reasonable time upon the giving of reasonable notice to the Registrar.

     SECTION 2.18 Computation of Interest.

         Interest on the Notes shall be computed on the basis of a 360-day year
consisting of twelve 30-day months.

     SECTION 2.19 Issuance of Additional Notes.

         The Issuer shall be entitled to issue Additional Notes under this
Indenture which shall have substantially identical terms as the Original Notes,
other than with respect to the date of issuance, issue price, amount of interest
payable on the first payment date applicable thereto or upon a registration
default as provided under a registration rights agreement related thereto and
terms of optional redemption, if any (and, if such Additional Notes shall be
issued in the form of Exchange Notes, other than with respect to transfer
restrictions); provided that such issuance shall be made in compliance with
Section 4.06.

         With respect to any Additional Notes, the Issuer shall set forth in a
resolution of its Board of Directors (or a duly appointed committee thereof) and
in an Officers' Certificate, a copy of each of which shall be delivered to the
Trustee, the following information:

                  (i) the aggregate principal amount of Notes outstanding
         immediately prior to the issuance of such Additional Notes;

                  (ii) the aggregate principal amount of such Additional Notes
         to be authenticated and delivered pursuant to this Indenture;

                  (iii) the issue price and the issue date of such Additional
         Notes and the amount of interest payable on the first payment date
         applicable thereto; and

                  (iv) whether such Additional Notes shall be transfer
         restricted securities or shall be registered securities issued in the
         form of Exchange Notes.

<PAGE>
                                       -43-


                                 ARTICLE THREE

                                   REDEMPTION

     Section 3.01 Election To Redeem; Notices to Trustee.

         If the Issuer elects to redeem Notes pursuant to Section 3.07 of this
Indenture, at least 45 days prior to the Redemption Date (unless a shorter
notice shall be agreed to in writing by the Trustee) but not more than 65 days
before the Redemption Date, the Issuer shall notify the Trustee in writing of
the Redemption Date, the principal amount of Notes to be redeemed and the
redemption price, and deliver to the Trustee an Officers' Certificate stating
that such redemption shall comply with the conditions contained in Section 3.07
of this Indenture. Notice given to the Trustee pursuant to this Section 3.01 may
not be revoked after the time that notice is given to Holders pursuant to
Section 3.03.

     Section 3.02 Selection by Trustee of Notes To Be Redeemed.

         In the event that fewer than all of the Notes are to be redeemed, the
Trustee shall select the Notes to be redeemed, if the Notes are listed on a
national securities exchange, in accordance with the rules of such exchange or,
if the Notes are not so listed, either on a pro rata basis, by lot or in such
other manner as the Trustee shall deem fair and appropriate; provided, however,
that if a partial redemption is made with the proceeds of a Qualified Equity
Offering, selection of the Notes or portions thereof for redemption shall be
made by the Trustee only on a pro rata basis or on as nearly a pro rata basis as
is practicable (subject to DTC procedures), unless such method is otherwise
prohibited. The Trustee shall promptly notify the Issuer of the Notes selected
for redemption and, in the case of any Notes selected for partial redemption,
the principal amount thereof to be redeemed. The Trustee may select for
redemption portions of the principal of the Notes that have denominations larger
than $1,000. Notes and portions thereof the Trustee selects shall be redeemed in
amounts of $1,000 or whole multiples of $1,000. For all purposes of this
Indenture unless the context otherwise requires, provisions of this Indenture
that apply to Notes called for redemption also apply to portions of Notes called
for redemption.

Section 3.03      Notice of Redemption.

         At least 30 days, and no more than 60 days, before a Redemption Date,
the Issuer shall mail, or cause to be mailed, a notice of redemption by
first-class mail to each Holder of Notes to be redeemed at his or her last
address as the same appears on the registry books maintained by the Registrar
pursuant to Section 2.04.

         The notice shall identify the Notes to be redeemed (including the CUSIP
or ISIN numbers thereof, if any) and shall state:

         (1) the Redemption Date;

<PAGE>
                                       -44-


         (2) the redemption price and the amount of premium, if any, and accrued
     and unpaid interest to be paid;

         (3) if any Note is being redeemed in part, the portion of the principal
     amount of such Note to be redeemed and that, after the Redemption Date and
     upon surrender of such Note, a new Note or Notes in principal amount equal
     to the unredeemed portion shall be issued;

         (4) the name and address of the Paying Agent;

         (5) that Notes called for redemption must be surrendered to the Paying
     Agent to collect the redemption price;

         (6) that unless the Issuer defaults in making the redemption payment,
     interest on Notes called for redemption ceases to accrue on and after the
     Redemption Date;

         (7) the provision of this Indenture pursuant to which the Notes called
     for redemption are being redeemed;

         (8) the aggregate principal amount of Notes that are being redeemed;
     and

         (9) that no representation is made as to the correctness or accuracy of
     the CUSIP or ISIN number, if any, listed in such notice or printed on the
     Notes.

         At the Issuer's written request made at least two Business Days prior
to the date on which notice is to be given, the Trustee shall give the notice of
redemption in the Issuer's name and at the Issuer's sole expense; provided,
however, that the Issuer shall deliver to the Trustee at least 45 days prior to
the Redemption Date an Officers' Certificate requesting that the Trustee give
such notice and setting forth the information to be stated in such notice as
provided in the preceding paragraph.

     SECTION 3.04 Effect of Notice of Redemption.

         Once the notice of redemption described in Section 3.03 is mailed,
Notes called for redemption become due and payable on the Redemption Date and at
the redemption price, including premium, if any, plus accrued and unpaid
interest to the Redemption Date. Upon surrender to the Paying Agent, such Notes
shall be paid at the redemption price, including premium, if any, plus accrued
and unpaid interest to the Redemption Date; provided that if the Redemption Date
is after a regular record date and on or prior to the Interest Payment Date, the
accrued interest shall be payable to the Holder of the redeemed Notes registered
on the relevant record date; provided, further, that if a Redemption Date is not
a Business Day, payment shall be made on the next succeeding Business Day and no
interest shall accrue for the period from such Redemption Date to such
succeeding Business Day.

<PAGE>
                                       -45-


     SECTION 3.05 Deposit of Redemption Price.

         On or prior to 10:00 A.M., New York City time, on each Redemption Date,
the Issuer shall deposit with the Paying Agent in immediately available funds
money sufficient to pay the redemption price of, including premium, if any, and
accrued and unpaid interest on all Notes to be redeemed on that date other than
Notes or portions thereof called for redemption on that date which have been
delivered by the Issuer to the Trustee for cancellation.

         On and after any Redemption Date, if money sufficient to pay the
redemption price of, including premium, if any, and accrued and unpaid interest
on Notes called for redemption shall have been deposited with the Paying Agent
in accordance with the preceding paragraph, the Notes called for redemption
shall cease to accrue interest and the only right of the Holders of such Notes
shall be to receive payment of the redemption price of, premium, if any, and,
subject to the first proviso in Section 3.04, accrued and unpaid interest on
such Notes to the Redemption Date. If any Note surrendered for redemption shall
not be so paid, interest shall be paid, from the Redemption Date until such
redemption payment is made, on the unpaid principal of the Note and any interest
not paid on such unpaid principal, in each case, at the rate and in the manner
provided in the Notes.

     SECTION 3.06 Notes Redeemed in Part.

         Upon surrender of a Note that is redeemed in part, the Trustee shall
authenticate for the Holder thereof a new Note equal in principal amount to the
unredeemed portion of the Note surrendered.

     SECTION 3.07 Optional Redemption.

         The Issuer, at its option, may redeem the Notes, in whole, at any time,
or in part from time to time, in each case, on or after November 15, 2007, upon
not less than 30 nor more than 60 days' notice, at the redemption prices
(expressed as percentages of principal amount thereof) set forth below,
together, in each case, with accrued and unpaid interest to the Redemption Date,
if redeemed during the 12 month period beginning on November 15 of each year
listed below:

         Year                                        Redemption Price
         ----                                        ----------------
         2007 ......................................     103.313%
         2008 ......................................     101.656%
         2009 and thereafter .......................     100.000%

         At any time prior to November 15, 2006, the Issuer may redeem up to 35%
of the aggregate principal amount of the Notes with the net cash proceeds of one
or more Qualified Eq-

<PAGE>
                                       -46-


uity Offerings at a redemption price equal to 106.625% of the principal amount
of the Notes to be redeemed, plus accrued and unpaid interest thereon, if any,
to the Redemption Date; provided that (1) at least 65% of the aggregate
principal amount of Notes issued under this Indenture remains outstanding
immediately after the occurrence of such redemption and (2) the redemption
occurs within 180 days of the date of the closing of any such Qualified Equity
Offering.

     SECTION 3.08 Purchase of Notes.

         The Issuer or any of its Subsidiaries shall have the right at any time
and from time to time to purchase Notes in the open market (which shall include
purchase from or through an investment dealer, investment bank or firm holding
membership in a stock exchange or the National Association of Securities
Dealers, Inc.) or by tender or by private contract or otherwise, at any price,
provided that the Issuer complies with any securities laws or regulations
applicable to any such purchase including, but not limited to Rule 14e-1 under
the Exchange Act.

                                  ARTICLE FOUR

                                    COVENANTS

     SECTION 4.01 Payment of Notes.

         The Issuer shall pay the principal of and interest (including all
Additional Interest) on the Notes on the dates and in the manner provided in the
Notes and this Indenture. An installment of principal or interest shall be
considered paid on the date it is due if the Trustee or Paying Agent (if other
than the Issuer, a Subsidiary of the Issuer or any Guarantor) holds on that date
money designated for and sufficient to pay such installment.

         The Issuer shall pay interest on overdue principal (including
post-petition interest in a proceeding under any Bankruptcy Law), and overdue
installments of interest, to the extent lawful, at the rate specified in the
Notes.

     SECTION 4.02 Reports to Holders.

         Whether or not required by the SEC, so long as any Notes are
outstanding, the Issuer will furnish to the Trustee and to the Holders (which
may be made by electronic delivery, if consented to by the recipient), upon
request to any Holder, within the time periods specified (including any grace
periods or extensions permitted by the SEC) in the SEC's rules and regulations
(and, upon request, will so furnish to securities analysts and prospective
investors in the Notes):

         (1) all quarterly and annual financial information that would be
     required to be contained in a filing with the SEC on Forms 10-Q and 10-K if
     the Issuer were required to file these forms, including a "Management's
     Discussion and Analysis of Financial Conditions and Results of Operations"
     and, with respect to the annual information only, a re-

<PAGE>
                                       -47-


     port on the annual financial statements by the Issuer's certified
     independent accountants; and

         (2) all current reports that would be required to be filed with the SEC
     on Form 8-K if the Issuer were required to file these reports.

         In addition, whether or not required by the SEC, the Issuer will file a
copy of all of the information and reports referred to in clauses (1) and (2)
above with the SEC for public availability within the time periods specified in
the SEC's rules and regulations (unless the SEC shall not accept the filing) and
make the information available to prospective investors upon request. The Issuer
has agreed that, for so long as any Notes remain outstanding, the Issuer will
furnish to the Holders and to securities analysts and prospective investors,
upon their request, the information required to be delivered pursuant to Rule
144A(d)(4) under the Securities Act.

     SECTION 4.03 Waiver of Stay, Extension or Usury Laws.

         The Issuer and any Guarantors covenant (to the extent that they may
lawfully do so) that they shall not at any time insist upon, or plead (as a
defense or otherwise) or in any manner whatsoever claim or take the benefit or
advantage of, any stay or extension law or any usury law or other law which
would prohibit or forgive the Issuer and any Guarantors from paying all or any
portion of the principal of, premium, if any, and/or interest on the Notes as
contemplated herein, wherever enacted, now or at any time hereafter in force, or
which may affect the covenants or the performance of this Indenture; and (to the
extent that they may lawfully do so) the Issuer and any Guarantors hereby
expressly waive all benefit or advantage of any such law, and covenant that they
shall not hinder, delay or impede the execution of any power herein granted to
the Trustee, but shall suffer and permit the execution of every such power as
though no such law had been enacted.

     SECTION 4.04 Compliance Certificate.

         (a) The Issuer shall deliver to the Trustee, within 120 days after the
end of each fiscal year and on or before 60 days after the end of the first,
second and third quarters of each fiscal year, an Officers' Certificate stating
that a review of the activities of the Issuer and its Subsidiaries during such
fiscal year or fiscal quarter, as the case may be, has been made under the
supervision of the signing Officers with a view to determining whether the
Issuer and each Guarantor has kept, observed, performed and fulfilled their
obligations under this Indenture, and further stating, as to each such Officer
signing such certificate, that to the best of his or her knowledge, the Issuer
and each Guarantor has kept, observed, performed and fulfilled each and every
covenant contained in this Indenture and is not in default in the performance or
observance of any of the terms, provisions and conditions hereof (or, if a
Default or Event of Default shall have occurred, describing all such Defaults or
Events of Default of which he or she may have knowledge and what action they are
taking or propose to take with respect thereto) and that to the best of his or
her knowledge no event has occurred and remains in existence by reason of which
payments on account of the principal of or interest, if any, on the Notes is
prohibited or if

<PAGE>
                                       -48-


such event has occurred, a description of the event and what action the Issuer
and any Guarantors are taking or propose to take with respect thereto.

         (b) The Issuer and any Guarantors shall, so long as any of the Notes
are outstanding, deliver to the Trustee, forthwith upon any Officer becoming
aware of any Default or Event of Default, an Officers' Certificate specifying
such Default or Event of Default and what action the Issuer and any Guarantors
are taking or propose to take with respect thereto.

         (c) The Issuer's fiscal year currently ends on December 31. The Issuer
shall promptly provide written notice to the Trustee of any change in its fiscal
year.

     SECTION 4.05 Taxes.

         The Issuer and any Guarantors shall, and shall cause each of their
Subsidiaries to, pay prior to delinquency all material taxes, assessments, and
governmental levies except as contested in good faith and by appropriate
proceedings.

     SECTION 4.06 Limitations on Additional Indebtedness.

         The Issuer shall not, and shall not permit any Restricted Subsidiary
to, directly or indirectly, incur any Indebtedness; provided that the Issuer or
any Guarantor may incur additional Indebtedness if, after giving effect thereto,
the Consolidated Fixed Charge Coverage Ratio would be at least 2.00 to 1.00 (the
"Coverage Ratio Exception").

         Notwithstanding the above, each of the following shall be permitted
(the "Permitted Indebtedness"):

         (1) Indebtedness of the Issuer and any Guarantor under the Credit
     Agreement in an aggregate amount at any time outstanding not to exceed the
     greater of (i) $110 million, less the sum of (x) the aggregate amount of
     Net Available Proceeds applied to repayments under the Credit Agreement in
     accordance with the covenant described in Section 4.10 and (y) the
     aggregate Outstanding Receivables Amount with respect to Qualified
     Securitization Transactions and (ii) the sum of (x) 75% of the net book
     value of the accounts receivable of the Issuer and the Restricted
     Subsidiaries and (y) 50% of the net book value of the inventory of the
     Issuer and the Restricted Subsidiaries.

         (2) the Notes issued on the Issue Date (and any registered exchange
     Notes issued in exchange for such Notes) and the Note Guarantees;

         (3) Indebtedness of the Issuer and the Restricted Subsidiaries to the
     extent outstanding on the Issue Date (other than Indebtedness referred to
     in clauses (1) and (2) above, and after giving effect to the intended use
     of proceeds of the Notes);

<PAGE>
                                       -49-


         (4) Indebtedness under Hedging Obligations; provided that (a) such
     Hedging Obligations are designed to protect against fluctuations in
     interest or currency rates or commodity prices and (b) in the case of any
     Hedging Obligations under clause (1) of the definition thereof, (I) such
     Hedging Obligations relate to payment obligations on Indebtedness otherwise
     permitted to be incurred by this Section 4.06, and (II) the notional
     principal amount of such Hedging Obligations at the time incurred does not
     exceed the amount of the Indebtedness to which such Hedging Obligations
     relate;

         (5) Indebtedness of the Issuer owed to a Restricted Subsidiary and
     Indebtedness of any Restricted Subsidiary owed to the Issuer or any
     Restricted Subsidiary; provided, however, that upon any such Restricted
     Subsidiary ceasing to be a Restricted Subsidiary or such Indebtedness being
     owed to any Person other than the Issuer or a Restricted Subsidiary, the
     Issuer or such Restricted Subsidiary, as applicable, shall be deemed to
     have incurred Indebtedness not permitted by this clause (5);

         (6) Indebtedness in respect of bid, payment, performance, appeal or
     surety bonds and other similar obligations issued for the account of the
     Issuer or any Restricted Subsidiary, including guarantees or obligations of
     the Issuer or any Restricted Subsidiary with respect to letters of credit
     supporting such bid, payment, performance, appeal or surety obligations (in
     each case other than for an obligation for money borrowed);

         (7) Purchase Money Indebtedness incurred by the Issuer or any
     Restricted Subsidiary, and Indebtedness under Capitalized Lease
     Obligations, industrial revenue bonds or mortgage financing incurred by the
     Issuer or any Restricted Subsidiary for the purpose of financing all or any
     part of the purchase price or cost of development of property, plant or
     equipment used in the business of the Issuer or any Restricted Subsidiary,
     and Refinancing Indebtedness thereof, in an aggregate amount not to exceed
     at any time outstanding 5% of Consolidated Net Tangible Assets;

         (8) Indebtedness arising from the honoring by a bank or other financial
     institution of a check, draft or similar instrument inadvertently (except
     in the case of daylight overdrafts) drawn against insufficient funds in the
     ordinary course of business;

         (9) Indebtedness arising in connection with endorsement of instruments
     for deposit in the ordinary course of business;

         (10) Refinancing Indebtedness with respect to Indebtedness incurred
     pursuant to the Coverage Ratio Exception or clause (2) or (3) above or
     clause (15) below;

         (11) the guarantee by the Issuer or any Guarantor of Indebtedness of
     the Issuer or a Guarantor incurred pursuant to the Coverage Ratio Exception
     or another clause in this Section 4.06;

<PAGE>
                                       -50-


         (12) Indebtedness of the Issuer or any Restricted Subsidiary (including
     letters of credit) in order to provide security for workers' compensation
     claims, payment obligations in connection with health or other types of
     social security benefits, unemployment or other insurance or self-insurance
     arrangements, reclamation, statutory obligations, surety and appeal bonds,
     government contracts, return-of-money bonds, or similar requirements of the
     Issuer or any Restricted Subsidiary in the ordinary course of business;

         (13) customary indemnification, adjustment of purchase price or similar
     obligations, including title insurance, of the Issuer or any Restricted
     Subsidiary, in each case, incurred in connection with the acquisition or
     disposition of any assets of the Issuer or any Restricted Subsidiary (other
     than guarantees of Indebtedness incurred by any Person acquiring all or any
     portion of such assets for the purpose of financing such acquisition);

         (14) Indebtedness of the Issuer or any Restricted Subsidiary in an
     aggregate amount not to exceed $100 million at any time outstanding; and

         (15) Indebtedness of the Issuer or any Restricted Subsidiary incurred
     during any Suspension Period.

         For purposes of determining compliance with this Section 4.06, in the
event that an item of Indebtedness meets the criteria of more than one of the
categories of Permitted Indebtedness described in clauses (1) through (15) above
or is entitled to be incurred pursuant to the Coverage Ratio Exception, the
Issuer may, in its sole discretion, classify such item of Indebtedness and may
divide and classify such Indebtedness in more than one of the types of
Indebtedness described.

         The maximum amount of Indebtedness that the Issuer or any Restricted
Subsidiary may incur pursuant to this Section 4.06 shall not be deemed to be
exceeded solely as the result of fluctuations in the exchange rates of
currencies. In determining the amount of Indebtedness outstanding under one of
the clauses above, the outstanding principal amount of any particular
Indebtedness of any Person shall be counted only once and any obligation of such
Person or any other Person arising under any guarantee, Lien, letter of credit
or similar instrument supporting such Indebtedness shall be disregarded so long
as it is permitted to be incurred by the Person or Persons incurring such
obligation.

     SECTION 4.07 Limitations on Restricted Payments.

         The Issuer shall not, and shall not permit any Restricted Subsidiary
to, directly or indirectly, make any Restricted Payment if at the time of such
Restricted Payment:

         (1) a Default shall have occurred and be continuing or shall occur as a
     consequence thereof;

<PAGE>
                                       -51-


         (2) the Issuer cannot incur $1.00 of additional Indebtedness pursuant
     to the Coverage Ratio Exception; or

         (3) the amount of such Restricted Payment, when added to the aggregate
     amount of all other Restricted Payments made after the Issue Date (other
     than Restricted Payments made pursuant to clause (2), (3), (4), (5) or (7)
     below), exceeds the sum (the "Restricted Payments Basket") of (without
     duplication):

                  (a) 50% of Consolidated Net Income for the period (taken as
         one accounting period) commencing on the first day of the first full
         fiscal quarter commencing after the Issue Date to and including the
         last day of the fiscal quarter ended immediately prior to the date of
         such calculation for which consolidated financial statements are
         publicly available (or, if such Consolidated Net Income shall be a
         deficit, minus 100% of such aggregate deficit), plus

                  (b) 100% of the aggregate net cash proceeds received by the
         Issuer either (x) as contributions to the common equity of the Issuer
         after the Issue Date or (y) from the issuance and sale of Qualified
         Equity Interests after the Issue Date, plus

                  (c) the aggregate amount by which Indebtedness incurred by the
         Issuer or any Restricted Subsidiary subsequent to the Issue Date is
         reduced on the Issuer's balance sheet upon the conversion or exchange
         (other than by a Subsidiary of the Issuer) into Qualified Equity
         Interests (less the amount of any cash, or the fair value of assets,
         distributed by the Issuer or any Restricted Subsidiary upon such
         conversion or exchange), plus

                  (d) in the case of the disposition or repayment of or return
         on any Investment that was treated as a Restricted Payment made after
         the Issue Date, an amount (to the extent not included in the
         computation of Consolidated Net Income) equal to the lesser of (i) the
         amount received with respect to such Investment less the cost of the
         disposition of such Investment and net of taxes and (ii) the amount of
         such Investment that was treated as a Restricted Payment, plus

                  (e) upon a Redesignation of an Unrestricted Subsidiary as a
         Restricted Subsidiary, the lesser of (i) the Fair Market Value of the
         Issuer's proportionate interest in such Subsidiary immediately
         following such Redesignation, and (ii) the aggregate amount of the
         Issuer's Investments in such Subsidiary to the extent such Investments
         reduced the Restricted Payments Basket and were not previously repaid
         or otherwise reduced.

<PAGE>
                                       -52-


         The foregoing provisions shall not prohibit:

         (1) the payment by the Issuer or any Restricted Subsidiary of any
     dividend within 90 days after the date of declaration thereof, if on the
     date of declaration the payment would have complied with the provisions of
     this Indenture;

         (2) the redemption, repurchase or other acquisition of, or the payment
     of any sums due with respect to, any Equity Interests of the Issuer or any
     Restricted Subsidiary in exchange for, or out of the proceeds of the
     substantially concurrent issuance and sale of, Qualified Equity Interests;

         (3) the redemption, repurchase or other acquisition of, or the payment
     of any sums due with respect to, Subordinated Indebtedness of the Issuer or
     any Restricted Subsidiary (a) in exchange for, or out of the proceeds of
     the substantially concurrent issuance and sale of, Qualified Equity
     Interests or (b) in exchange for, or out of the proceeds of the
     substantially concurrent incurrence of, Refinancing Indebtedness permitted
     to be incurred under Section 4.06 and the other terms of this Indenture;

         (4) the redemption, repurchase or other acquisition of, or the payment
     of any sums due with respect to, Equity Interests of the Issuer held by
     officers, directors or employees or former officers, directors or employees
     (or their transferees, estates or beneficiaries under their estates), upon
     their death, disability, retirement, severance or termination of employment
     or service; provided that the aggregate cash consideration paid for all
     such redemptions shall not exceed $2.5 million during any calendar year
     (with unused amounts in any calendar year being usable, without
     duplication, in subsequent calendar years, provided that not more than $5.0
     million of unused amounts from previous calendar years may be utilized in
     any single calendar year);

         (5) repurchases of Equity Interests deemed to occur upon the exercise
     of stock options or warrants if the Equity Interests represent a portion of
     the exercise price thereof and repurchases of Equity Interests deemed to
     occur upon the withholding of a portion of the Equity Interests granted or
     awarded to an employee to pay for the taxes payable by such employee upon
     such grant or award;

         (6) the payment of dividends on the Issuer's common stock in an amount
     per year not to exceed $25 million;

         (7) Restricted Payments made during any Suspension Period;

         (8) the purchase, redemption, acquisition, cancellation or other
     retirement for a nominal value per right of any rights granted to all the
     holders of common stock of the Issuer pursuant to any shareholders' rights
     plan adopted for the purpose of protecting shareholders from unfair
     takeover tactics; and

<PAGE>
                                       -53-


         (9) other Restricted Payments of up to $25 million in the aggregate
     since the Issue Date;

provided that (a) in the case of any Restricted Payment pursuant to clause (6)
or (9) above, no Default shall have occurred and be continuing or occur as a
consequence thereof and (b) no issuance and sale of Qualified Equity Interests
pursuant to clause (2) or (3) above shall increase the Restricted Payments
Basket, except to the extent the proceeds thereof exceed the amounts used to
effect the transactions described therein.

     SECTION 4.08 Limitations on Liens.

         The Issuer shall not, and shall not permit any Restricted Subsidiary
to, directly or indirectly, create, incur, assume or permit or suffer to exist
any Lien (other than Permitted Liens) against any assets of the Issuer or any
Restricted Subsidiary (including Equity Interests of a Restricted Subsidiary),
whether owned at the Issue Date or thereafter acquired, or any proceeds
therefrom, or assign or otherwise convey any right to receive income or profits
therefrom, unless contemporaneously therewith:

         (1) in the case of any Lien that ranks pari passu with the Notes or a
     Note Guarantee, effective provision is made to secure the Notes at least
     equally and ratably with or prior to such obligation with a Lien on the
     same collateral; and

         (2) in the case of any Lien securing an obligation that is subordinated
     in right of payment to the Notes or a Note Guarantee, effective provision
     is made to secure the Notes, with a Lien on the same collateral that is
     prior to the Lien securing such subordinated obligation,

in each case, for so long as such obligation is secured by such Lien.

     SECTION 4.09 Limitations on Transactions with Affiliates.

         The Issuer shall not, and shall not permit any Restricted Subsidiary
to, directly or indirectly, in one transaction or a series of related
transactions, sell, lease, transfer or otherwise dispose of any of its assets
to, or purchase any assets from, or enter into any contract, agreement,
understanding, loan, advance or guarantee with, or for the benefit of, any
Affiliate (an "Affiliate Transaction"), unless:

         (1) such Affiliate Transaction is on terms that are no less favorable
     to the Issuer or the relevant Restricted Subsidiary than those that would
     have been obtained in a comparable transaction at such time on an
     arm's-length basis by the Issuer or that Restricted Subsidiary from a
     Person that is not an Affiliate of the Issuer or that Restricted
     Subsidiary; and

         (2) the Issuer delivers to the Trustee:

<PAGE>
                                       -54-


                  (a) with respect to any Affiliate Transaction involving
         aggregate value in excess of $5 million, an Officers' Certificate
         certifying that such Affiliate Transaction complies with clause (1)
         above and that sets forth and authenticates a resolution that has been
         adopted by the Independent Directors approving such Affiliate
         Transaction; and

                  (b) with respect to any Affiliate Transaction involving
         aggregate value of $25 million or more, the certificate described in
         the preceding clause (a) and a written opinion as to the fairness of
         such Affiliate Transaction to the Issuer or such Restricted Subsidiary
         from a financial point of view issued by an Independent Financial
         Advisor.

         The foregoing restrictions shall not apply to:

         (1) transactions exclusively between or among (a) the Issuer and one or
     more Restricted Subsidiaries or (b) Restricted Subsidiaries; provided, in
     each case, that no Affiliate of the Issuer (other than another Restricted
     Subsidiary) owns Equity Interests of any such Restricted Subsidiary;

         (2) director, officer and employee compensation (including bonuses) and
     other benefits (including retirement, health, stock option and other
     benefit plans) and indemnification arrangements, in each case approved by
     the Board of Directors;

         (3) the entering into of a tax sharing agreement, or payments pursuant
     thereto, between the Issuer and/or one or more Subsidiaries, on the one
     hand, and any other Person with which the Issuer or such Subsidiaries are
     required or permitted to file a consolidated tax return or with which the
     Issuer or such Subsidiaries are part of a consolidated group for tax
     purposes, on the other hand, which payments by the Issuer and the
     Restricted Subsidiaries are not in excess of the tax liabilities that would
     have been payable by them on a stand-alone basis;

         (4) loans and advances permitted by clause (3) of the definition of
     "Permitted Investments;"

         (5) Restricted Payments which are made in accordance with Section 4.07;

         (6) any transaction with an Affiliate to the extent involving Qualified
     Equity Interests;

         (7) transactions with a Person that is an Affiliate solely because the
     Issuer or any Restricted Subsidiary owns Equity Interests in such Person;
     provided that no Affiliate of the Issuer (other than a Restricted
     Subsidiary) owns Equity Interests in such Person;

<PAGE>
                                       -55-


         (8) any transaction with an Affiliate entered into during any
     Suspension Period;

         (9) sales of Qualified Equity Interests for cash by the Issuer to an
     Affiliate;

         (10) any agreement as in effect as of the Issue Date and disclosed in
     the Offering Memorandum with respect to the initial Notes (including
     agreements disclosed by incorporation by reference therein) or any
     extension, amendment or modification thereto (so long as such extension,
     amendment or modification satisfies the requirements set forth in clause
     (1) of the first paragraph of this Section 4.09) or any transaction
     contemplated thereby;

         (11) transactions between the Issuer or any Restricted Subsidiary and
     any Securitization Entity in connection with a Qualified Securitization
     Transaction, in each case provided that such transactions are not otherwise
     prohibited by this Indenture;

         (12) purchases and sales of raw materials or inventory in the ordinary
     course of business which satisfy the requirements set forth in clause (1)
     of the first paragraph of this Section 4.09; or

         (13) transactions with suppliers or purchasers for the sale or purchase
     of goods in the ordinary course of business which satisfy the requirements
     set forth in clause (1) of the first paragraph of this Section 4.09.

     Section 4.10 Limitation on Asset Sales.

         At any time other than during a Suspension Period, the Issuer shall
not, and shall not permit any Restricted Subsidiary to, directly or indirectly,
consummate any Asset Sale unless:

         (1) the Issuer or such Restricted Subsidiary receives consideration at
     the time of such Asset Sale at least equal to the Fair Market Value of the
     assets included in such Asset Sale; and

         (2) at least 75% of the total consideration received in such Asset Sale
     consists of cash or Cash Equivalents.

         For purposes of clause (2), the following shall be deemed to be cash:

         (a) the amount (without duplication) of any Indebtedness of the Issuer
     or such Restricted Subsidiary that is assumed (expressly or by operation of
     law) by the transferee in such Asset Sale and with respect to which the
     Issuer or such Restricted Subsidiary, as the case may be, is no longer
     liable,

<PAGE>
                                       -56-



         (b) the amount of any obligations received from such transferee that
     are within 180 days converted by the Issuer or such Restricted Subsidiary
     to cash (to the extent of the cash actually so received), and

         (c) the Fair Market Value of any assets received by the Issuer or any
     Restricted Subsidiary to be used by it in the Permitted Business.

         If at any time any non-cash consideration received by the Issuer or any
Restricted Subsidiary of the Issuer, as the case may be, in connection with any
Asset Sale is repaid or converted into or sold or otherwise disposed of for cash
(other than interest received with respect to any such non-cash consideration),
then the date of such repayment, conversion or disposition shall be deemed to
constitute the date of an Asset Sale hereunder and the Net Available Proceeds
thereof shall be applied in accordance with this Section 4.10.

         If the Issuer or any Restricted Subsidiary engages in an Asset Sale,
the Issuer or such Restricted Subsidiary shall, no later than 365 days following
the consummation thereof, apply all or any of the Net Available Proceeds
therefrom to:

         (1) satisfy all mandatory repayment obligations under the Credit
     Agreement arising by reason of such Asset Sale;

         (2) repay any Indebtedness which was secured by the assets sold in such
     Asset Sale;

         (3) invest all or any part of the Net Available Proceeds thereof in the
     purchase of assets to be used by the Issuer or any Restricted Subsidiary in
     the Permitted Business; and/or

         (4) in the case of any Restricted Subsidiary that is not a Guarantor,
     repay Indebtedness of such Restricted Subsidiary.

         The amount of Net Available Proceeds not applied or invested as
provided in this paragraph will constitute "Excess Proceeds."

         When the aggregate amount of Excess Proceeds equals or exceeds $20.0
million, the Issuer will be required to make an offer to purchase from all
Holders and, if applicable, redeem (or make an offer to do so) any Pari Passu
Indebtedness of the Issuer the provisions of which require the Issuer to redeem
such Indebtedness with the proceeds from any Asset Sales (or offer to do so), in
an aggregate principal amount of Notes and such Pari Passu Indebtedness equal to
the amount of such Excess Proceeds as follows:

         (1) the Issuer will (a) make an offer to purchase (a "Net Proceeds
     Offer") to all Holders in accordance with the procedures set forth in this
     Indenture, and (b) redeem (or make an offer to do so) any such other Pari
     Passu Indebtedness, pro rata in proportion

<PAGE>
                                       -57-

     to the respective principal amounts of the Notes and such other
     Indebtedness required to be redeemed, the maximum principal amount of
     Notes and Pari Passu Indebtedness that may be redeemed out of the
     amount (the "Payment Amount") of such Excess Proceeds;

         (2) the offer price for the Notes will be payable in cash in an amount
     equal to 100% of the principal amount of the Notes tendered pursuant to a
     Net Proceeds Offer, plus accrued and unpaid interest thereon, if any, to
     the date such Net Proceeds Offer is consummated (the "Offered Price"), in
     accordance with the procedures set forth in this Indenture and the
     redemption price for such Pari Passu Indebtedness (the "Pari Passu
     Indebtedness Price") shall be as set forth in the related documentation
     governing such Indebtedness;

         (3) if the aggregate Offered Price of Notes validly tendered and not
     withdrawn by Holders thereof exceeds the pro rata portion of the Payment
     Amount allocable to the Notes, Notes to be purchased will be selected on a
     pro rata basis; and

         (4) upon completion of such Net Proceeds Offer in accordance with the
     foregoing provisions, the amount of Excess Proceeds with respect to which
     such Net Proceeds Offer was made shall be deemed to be zero.

         To the extent that the sum of the aggregate Offered Price of Notes
tendered pursuant to a Net Proceeds Offer and the aggregate Pari Passu
Indebtedness Price paid to the holders of such Pari Passu Indebtedness is less
than the Payment Amount relating thereto (such shortfall constituting a "Net
Proceeds Deficiency"), the Issuer may use the Net Proceeds Deficiency, or a
portion thereof, for general corporate purposes, subject to the provisions of
this Indenture.

         In the event of the transfer of substantially all (but not all) of the
assets of the Issuer and the Restricted Subsidiaries as an entirety to a Person
in a transaction covered by and effected in accordance with Section 5.01, the
successor corporation shall be deemed to have sold for cash at Fair Market Value
the assets of the Issuer and the Restricted Subsidiaries not so transferred for
purposes of this Section 4.10, and shall comply with the provisions of this
Section 4.10 with respect to such deemed sale as if it were an Asset Sale (with
such Fair Market Value being deemed to be Net Available Proceeds for such
purpose).

         The Issuer will comply with applicable tender offer rules, including
the requirements of Rule 14e-1 under the Exchange Act and any other applicable
laws and regulations in connection with the purchase of Notes pursuant to a Net
Proceeds Offer. To the extent that the provisions of any securities laws or
regulations conflict with this Section 4.10, the Issuer shall comply with the
applicable securities laws and regulations and shall not be deemed to have
breached its obligations under this Section 4.10 by virtue of this compliance.

<PAGE>
                                      -58-


     SECTION 4.11 Limitation on the Issuance or Sale of Equity
                  Interests of Restricted Subsidiaries.

         At any time other than during a Suspension Period, the Issuer shall
not, and shall not permit any Restricted Subsidiary to, directly or indirectly,
sell or issue any shares of Equity Interests of any Restricted Subsidiary except
(1) to the Issuer, a Restricted Subsidiary or the minority stockholders of any
Restricted Subsidiary, on a pro rata basis, at Fair Market Value, (2) to the
extent such shares represent directors' qualifying shares or shares required by
applicable law to be held by a Person other than the Issuer or a Wholly-Owned
Restricted Subsidiary or (3) to a third party to the extent the Issuer would be
permitted to make an Investment in the remaining Equity Interests of such
Restricted Subsidiary pursuant to Section 4.07. The sale of all the Equity
Interests of any Restricted Subsidiary is permitted by this Section 4.11 but is
subject to Section 4.10.

     SECTION 4.12 Limitations on Dividend and Other
                  Restrictions Affecting Restricted Subsidiaries.

         The Issuer shall not, and shall not permit any Restricted Subsidiary
to, directly or indirectly, create or otherwise cause or permit to exist or
become effective any consensual encumbrance or consensual restriction on the
ability of any Restricted Subsidiary to:

         (a) pay dividends or make any other distributions on or in respect of
     its Equity Interests;

         (b) make loans or advances or pay any Indebtedness or other obligation
     owed to the Issuer or any other Restricted Subsidiary; or

         (c) transfer any of its assets to the Issuer or any other Restricted
     Subsidiary;

except for:

         (1) encumbrances or restrictions existing under or by reason of
     applicable law;

         (2) encumbrances or restrictions existing under this Indenture, the
     Notes and any Note Guarantees;

         (3) non-assignment provisions of any contract or any lease entered into
     in the ordinary course of business;

         (4) encumbrances or restrictions existing under agreements existing on
     the date of this Indenture (including, without limitation, the Credit
     Agreement) as in effect on that date;

<PAGE>
                                       -59-


         (5) restrictions on the transfer of assets subject to any Lien
     permitted under this Indenture imposed by the holder of such Lien;

         (6) restrictions on the transfer of assets imposed under any agreement
     to sell such assets permitted under this Indenture to any Person pending
     the closing of such sale;

         (7) any instrument governing Acquired Indebtedness or any agreement of
     any Person that was acquired after the Issue Date, in either case, which
     encumbrance or restriction is not applicable to any Person, or the
     properties or assets of any Person, other than the Person or the properties
     or assets of the Person so acquired;

         (8) any other agreement governing Indebtedness entered into after the
     Issue Date that contains encumbrances and restrictions that are not
     materially more restrictive in the aggregate than those in effect on the
     Issue Date pursuant to agreements in effect on the Issue Date;

         (9) provisions in partnership agreements, limited liability company
     organizational governance documents, joint venture agreements and other
     similar agreements entered into in the ordinary course of business that
     restrict the transfer of ownership interests in such partnership, limited
     liability company, joint venture or similar Person;

         (10) Indebtedness incurred in compliance with Section 4.06 that impose
     restrictions of the nature described in clause (c) of this Section 4.12 on
     the assets acquired;

         (11) any encumbrances or restrictions imposed by any amendments or
     refinancings of the contracts, instruments or obligations referred to in
     clauses (1) through (10) above; provided that such amendments or
     refinancings are, in the good faith judgment of the Issuer's Board of
     Directors, no more materially restrictive in the aggregate with respect to
     such encumbrances and restrictions than those prior to such amendment or
     refinancing; and

         (12) encumbrances or restrictions incurred or entered into during any
     Suspension Period.

     Section 4.13 [Reserved]

     Section 4.14 Legal Existence.

         Subject to Article Five, the Issuer shall do or cause to be done all
things necessary to preserve and keep in full force and effect its legal
existence, and the corporate, partnership or other existence of each Restricted
Subsidiary, in accordance with the respective organizational documents (as the
same may be amended from time to time) of each Restricted Subsidiary and the
rights (charter and statutory), licenses and franchises of the Issuer and its
Restricted Subsidiaries; provided that the Issuer shall not be required to
preserve any such right, license or fran-

<PAGE>
                                      -60-


chise, or the corporate, partnership or other existence of any of its Restricted
Subsidiaries if the loss thereof would not, individually or in the aggregate, be
adverse in any material respect to the business, financial condition or results
of operations of the Issuer and its Restricted Subsidiaries taken as a whole and
the loss thereof is not adverse in any material respect to the Holders

     SECTION 4.15 Change of Control Offer.

         (a) Upon the occurrence of any Change of Control (other than a Change
of Control that occurs during a Suspension Period), the Issuer shall be
obligated to make an offer to purchase (the "Change of Control Offer") all
outstanding Notes at a cash purchase price (the "Change of Control Purchase
Price") equal to 101% of the principal amount thereof, plus accrued and unpaid
interest thereon, if any, to the Change of Control Payment Date in accordance
with this Section 4.15.

         (b) Within 30 days following any Change of Control, the Issuer shall
send by first-class mail, postage prepaid, or cause to be mailed, to the Trustee
and to each Holder, at the address appearing in the register maintained by the
Registrar of the Notes, a notice stating:

         (1) that the Change of Control Offer is being made pursuant to this
     Section 4.15 and that all Notes tendered shall be accepted for payment;

         (2) the Change of Control Purchase Price and the purchase date (which
     shall be a Business Day no earlier than 30 days nor later than 60 days from
     the date such notice is mailed (the "Change of Control Payment Date"));

         (3) that any Note not tendered shall continue to accrue interest;

         (4) that, unless the Issuer defaults in the payment of the Change of
     Control Purchase Price, any Notes accepted for payment pursuant to the
     Change of Control Offer shall cease to accrue interest after the Change of
     Control Payment Date;

         (5) that such Change of Control Offer shall remain open for at least 20
     Business Days and that Holders accepting the offer to have a Note purchased
     pursuant to any Change of Control Offer shall be required to surrender the
     Note, with the form entitled "Option of Holder to Elect Purchase" on the
     reverse of the Note completed, to the Paying Agent at the address specified
     in the notice prior to the close of business on the Business Day preceding
     the Change of Control Payment Date;

         (6) that Holders shall be entitled to withdraw their election if the
     Paying Agent receives, not later than the close of business on the third
     Business Day preceding the Change of Control Payment Date, a telegram,
     telex, facsimile transmission or letter setting forth the name of the
     Holder, the principal amount of the Notes the Holder delivered for
     purchase, and a statement that such Holder is withdrawing his election to
     have such Note purchased;

<PAGE>
                                       -61-


         (7) that Holders whose Notes are being purchased only in part shall be
     issued new Notes equal in principal amount to the unpurchased portion of
     the Notes surrendered; provided that each Note purchased and each such new
     Note issued shall be in an original principal amount in denominations of
     $1,000 and integral multiples thereof;

         (8) any other procedures that a Holder must follow to accept a Change
     of Control Offer or effect withdrawal of such acceptance; and

         (9) the name and address of the Paying Agent.

         On the Change of Control Payment Date, the Issuer shall, to the extent
lawful, (i) accept for payment Notes or portions thereof properly tendered
pursuant to the Change of Control Offer, (ii) deposit with the Paying Agent
money sufficient to pay the purchase price of all Notes or portions thereof so
tendered and (iii) deliver or cause to be delivered to the Trustee Notes so
accepted together with an Officers' Certificate stating the Notes or portions
thereof tendered to the Issuer. The Paying Agent shall promptly mail to each
Holder of Notes so accepted payment in an amount equal to the purchase price for
such Notes, and the Issuer shall execute and issue, and the Trustee shall
promptly authenticate and mail to such Holder, a new Note equal in principal
amount to any unpurchased portion of the Notes surrendered; provided that each
such new Note shall be issued in an original principal amount in denominations
of $1,000 and integral multiples thereof. The Issuer will publicly announce the
results of the Change of Control Offer on or as soon as practicable after the
Change of Control Payment Date.

         (c) (i) If the Issuer or any Restricted Subsidiary thereof has issued
any outstanding (A) Indebtedness that is subordinated in right of payment to the
Notes or (B) Preferred Stock, and the Issuer or such Restricted Subsidiary is
required to make a Change of Control Offer or to make a distribution with
respect to such subordinated Indebtedness or Preferred Stock in the event of a
Change of Control, the Issuer shall not consummate any such offer or
distribution with respect to such subordinated Indebtedness or Preferred Stock
until such time as the Issuer shall have paid the Change of Control Purchase
Price in full to the Holders of Notes that have accepted the Issuer's Change of
Control Offer and shall otherwise have consummated the Change of Control Offer
made to Holders of the Notes and (ii) the Issuer shall not issue Indebtedness
that is subordinated in right of payment to the Notes or Preferred Stock with
Change of Control provisions requiring the payment of such Indebtedness or
Preferred Stock prior to the payment of the Notes in the event of a Change of
Control Triggering Event under this Indenture.

         The Issuer shall comply with the requirements of Rule 14e-1 under the
Exchange Act and any other securities laws and regulations thereunder to the
extent such laws and regulations are applicable in connection with the
repurchase of Notes pursuant to a Change of Control Offer. To the extent that
the provisions of any securities laws or regulations conflict with this Section
4.15, the Issuer shall comply with the applicable securities laws and
regulations and shall not be deemed to have breached its obligations under this
Section 4.15 by virtue thereof.

<PAGE>
                                       -62-


         The Issuer is not required to make a Change of Control Offer upon a
Change of Control if a third party (i) makes the Change of Control Offer in the
manner and at the time and otherwise in compliance with this Section 4.15, and
(ii) purchases all Notes properly tendered and not withdrawn under the Change of
Control Offer.

     SECTION 4.16 [Reserved]

     SECTION 4.17 [Reserved]

     SECTION 4.18 Limitations on Layering Indebtedness.

         At any time other than during a Suspension Period, the Issuer shall
not, and shall not permit any Guarantor to, directly or indirectly, incur any
Indebtedness that is or purports to be by its terms (or by the terms of any
agreement governing such Indebtedness) subordinated to any other Indebtedness of
the Issuer or of such Guarantor, as the case may be, unless such Indebtedness is
also by its terms (or by the terms of any agreement governing such Indebtedness)
made expressly subordinate to the Notes or the Note Guarantee of such Guarantor,
to the same extent and in the same manner as such Indebtedness is subordinated
to such other Indebtedness of the Issuer or such Guarantor, as the case may be.

     SECTION 4.19 Limitations on Designation of Unrestricted Subsidiaries.

         The Issuer may designate any Subsidiary of the Issuer as an
"Unrestricted Subsidiary" under this Indenture (a "Designation") only if:

         (1) no Default shall have occurred and be continuing after giving
     effect to such Designation; and

         (2) the Issuer would be permitted to make an Investment in an amount
     (the "Designation Amount") equal to the Fair Market Value of the Issuer's
     proportionate interest in such Subsidiary on such date (and in the case of
     any Designation occurring during a Suspension Period, the Issuer could make
     such Investment if such Suspension Period were not then in effect).

         No Subsidiary shall be Designated as an "Unrestricted Subsidiary"
unless such Subsidiary:

         (1) has no Indebtedness other than Non-Recourse Debt;

         (2) is not party to any agreement, contract, arrangement or
     understanding with the Issuer or any Restricted Subsidiary unless the terms
     of the agreement, contract, arrangement or understanding are no less
     favorable to the Issuer or the Restricted Subsidiary than those that might
     be obtained at the time from Persons who are not Affiliates;

<PAGE>
                                       -63-


         (3) is a Person with respect to which neither the Issuer nor any
     Restricted Subsidiary has any direct or indirect obligation (a) to
     subscribe for additional Equity Interests or (b) to maintain or preserve
     the Person's financial condition or to cause the Person to achieve any
     specified levels of operating results; and

         (4) has not guaranteed or otherwise directly or indirectly provided
     credit support for any Indebtedness of the Issuer or any Restricted
     Subsidiary, except for any guarantee given solely to support the pledge by
     the Issuer or any Restricted Subsidiary of the Equity Interests of such
     Unrestricted Subsidiary, which guarantee is not recourse to the Issuer or
     any Restricted Subsidiary, and except to the extent the amount thereof
     constitutes a Restricted Payment permitted pursuant to Section 4.07.

If, at any time, any Unrestricted Subsidiary fails to meet the preceding
requirements as an Unrestricted Subsidiary, it shall thereafter cease to be an
Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of
the Subsidiary and any Liens on assets of such Subsidiary shall be deemed to be
incurred by a Restricted Subsidiary as of the date and, if the Indebtedness is
not permitted to be incurred under the covenant described under Section 4.06 or
the Lien is not permitted under the covenant described under Section 4.08 the
Issuer shall be in default of the applicable covenant.

         The Issuer may redesignate an Unrestricted Subsidiary as a
Restricted Subsidiary (a "Redesignation") only if:

         (1) no Default shall have occurred and be continuing at the time of and
     after giving effect to such Redesignation; and

         (2) all Liens, Indebtedness and Investments of such Unrestricted
     Subsidiary outstanding immediately following such Redesignation would, if
     incurred or made at such time, have been permitted to be incurred or made
     for all purposes of this Indenture.

         All Designations and Redesignations must be evidenced by
resolutions of the Board of Directors of the Issuer, delivered to the Trustee
certifying compliance with the foregoing provisions.

     Section 4.20 Limitations on Sale and Leaseback Transactions.


         The Issuer shall not, and shall not permit any Restricted
Subsidiary to enter into any Sale and Leaseback Transaction; provided that the
Issuer or any Restricted Subsidiary may enter into a Sale and Leaseback
Transaction if:

         (1) the Issuer or such Restricted Subsidiary could have (a) incurred
     the Indebtedness attributable to such Sale and Leaseback Transaction
     pursuant to Section 4.06 and (b) incurred a Lien on such assets pursuant to
     Section 4.08; and

<PAGE>
                                       -64-


         (2) the gross cash proceeds of such Sale and Leaseback Transaction are
     at least equal to the Fair Market Value of the asset that is the subject of
     such Sale and Leaseback Transaction.



                                  ARTICLE FIVE

                              SUCCESSOR CORPORATION

     Section 5.01 Limitation on Mergers, Amalgamations,
                  Consolidations, Etc.

         The Issuer shall not, directly or indirectly, in a single
transaction or a series of related transactions, (a) consolidate, merge or
amalgamate with or into (other than a merger, amalgamation or plan of
arrangement with a Wholly-Owned Restricted Subsidiary solely for the purpose of
changing the Issuer's jurisdiction of incorporation to a State of the United
States), or sell, lease, transfer, convey or otherwise dispose of or assign all
or substantially all of the assets of the Issuer or the Issuer and the
Restricted Subsidiaries (taken as a whole) or (b) adopt a Plan of Liquidation
unless, in either case:

         (1) either:

                  (a) the Issuer will be the surviving or continuing Person; or

                  (b) the Person formed by or surviving such consolidation or
         merger or to which such sale, lease, conveyance or other disposition
         shall be made (or, in the case of a Plan of Liquidation, any Person to
         which assets are transferred) (collectively, the "Successor") is
         organized and existing under the laws of any State of the United States
         of America or the District of Columbia, and the Successor expressly
         assumes, by supplemental indenture in form and substance satisfactory
         to the Trustee, all of the obligations of the Issuer under the Notes,
         this Indenture and the Registration Rights Agreement;

         (2) at any time other than during a Suspension Period, immediately
     after giving effect to such transaction and the assumption of the
     obligations as set forth in clause (1)(b) above and the incurrence of any
     Indebtedness to be incurred in connection therewith, no Default shall have
     occurred and be continuing; and

         (3) at any time other than during a Suspension Period, immediately
     after and giving effect to such transaction and the assumption of the
     obligations set forth in clause (1)(b) above and the incurrence of any
     Indebtedness to be incurred in connection therewith, and the use of any net
     proceeds therefrom on a pro forma basis, the Issuer or

<PAGE>
                                      -65-

         the Successor, as the case may be, could incur $1.00 of additional
         Indebtedness pursuant to the Coverage Ratio Exception.

For purposes of this Section 5.01, any Indebtedness of the Successor which was
not Indebtedness of the Issuer immediately prior to the transaction shall be
deemed to have been incurred in connection with such transaction.

         Except as provided in Section 10.05, no Guarantor may consolidate or
amalgamate with or merge with or into (whether or not such Guarantor is the
surviving Person) another Person, whether or not affiliated with such Guarantor,
unless:

                  (4) either:

                           (a) such Guarantor will be the surviving or
                  continuing Person; or

                           (b) the Person formed by or surviving any such
                  consolidation or merger, amalgamation or plan of arrangement
                  assumes, by supplemental indenture in form and substance
                  satisfactory to the Trustee, all of the obligations of such
                  Guarantor under the Note Guarantee of such Guarantor, this
                  Indenture and the Registration Rights Agreement; and

                  (5) immediately after giving effect to such transaction, no
         Default shall have occurred and be continuing.

         For purposes of the foregoing, the transfer (by lease, assignment, sale
or otherwise, in a single transaction or series of transactions) of all or
substantially all of the properties or assets of one or more Restricted
Subsidiaries, the Equity Interests of which constitute all or substantially all
of the properties and assets of the Issuer, will be deemed to be the transfer of
all or substantially all of the properties and assets of the Issuer.

         Upon any consolidation, combination, merger or amalgamation of the
Issuer or a Guarantor, or any transfer of all or substantially all of the assets
of the Issuer in accordance with the foregoing, in which the Issuer or such
Guarantor is not the continuing obligor under the Notes or its Note Guarantee,
the surviving entity formed by such consolidation or into which the Issuer or
such Guarantor is merged or to which the conveyance, lease or transfer is made
will succeed to, and be substituted for, and may exercise every right and power
of, the Issuer or such Guarantor under this Indenture, the Notes and the Note
Guarantees with the same effect as if such surviving entity had been named
therein as the Issuer or such Guarantor and, except in the case of a conveyance,
transfer or lease, the Issuer or such Guarantor, as the case may be, will be
released from the obligation to pay the principal of and interest on the Notes
or in respect of its Note Guarantee, as the case may be, and all of the Issuer's
or such Guarantor's other obligations and covenants under the Notes, this
Indenture and its Note Guarantee, if applicable.

<PAGE>
                                      -66-

         Notwithstanding the foregoing, any Restricted Subsidiary may merge into
the Issuer or another Restricted Subsidiary.

                                  ARTICLE SIX

                              DEFAULTS AND REMEDIES

     SECTION 6.01 Events of Default.

                  Each of the following is an "Event of Default":

                  (1) failure by the Issuer to pay interest on any of the Notes
         when it becomes due and payable and the continuance of any such failure
         for 30 days;

                  (2) failure by the Issuer to pay the principal on any of the
         Notes when it becomes due and payable, whether at stated maturity, upon
         redemption, upon purchase, upon acceleration or otherwise;

                  (3) failure by the Issuer to comply with any of its agreements
         or covenants described in Section 5.01 or in respect of its obligations
         to make a Change of Control Offer as described in Section 4.15;

                  (4) failure by the Issuer to comply with any other agreement
         or covenant in this Indenture and continuance of this failure for 45
         days after notice of the failure has been given to the Issuer by the
         Trustee or by the Holders of at least 25% of the aggregate principal
         amount of the Notes then outstanding;

                  (5) default under any mortgage, indenture or other instrument
         or agreement under which there may be issued or by which there may be
         secured or evidenced Indebtedness of the Issuer or any Restricted
         Subsidiary, whether such Indebtedness now exists or is incurred after
         the Issue Date, which default:

                           (a) is caused by a failure to pay when due principal
                  on such Indebtedness within the applicable express grace
                  period,

                           (b) results in the acceleration of such Indebtedness
                  prior to its express final maturity or

                           (c) results in the commencement of judicial
                  proceedings to foreclose upon, or to exercise remedies under
                  applicable law or applicable security documents to take
                  ownership of, the assets securing such Indebtedness, and

         in each case, the principal amount of such Indebtedness, together with
         any other Indebtedness with respect to which an event described in
         clause (a), (b) or (c) has occurred and is continuing, aggregates $25
         million or more;

<PAGE>
                                      -67-

                  (6) one or more final and non-appealable judgments or orders
         that exceed $25 million in the aggregate (net of amounts covered by
         insurance or bonded or paid) for the payment of money have been entered
         by a court or courts of competent jurisdiction against the Issuer or
         any Restricted Subsidiary and such judgment or judgments have not been
         satisfied, stayed, annulled or rescinded within 60 days of being
         entered;

                  (7) the Issuer or any Significant Subsidiary pursuant to or
         within the meaning of any Bankruptcy Law:

                           (a) commences a voluntary case,

                           (b) consents to the entry of an order for relief
                  against it in an involuntary case,

                           (c) consents to the appointment of a Custodian of it
                  or for all or substantially all of its assets, or

                           (d) makes a general assignment for the benefit of its
                  creditors;

                  (8) a court of competent jurisdiction enters an order or
         decree under any Bankruptcy Law that:

                           (a) is for relief against the Issuer or any
                  Significant Subsidiary as debtor in an involuntary case,

                           (b) appoints a Custodian of the Issuer or any
                  Significant Subsidiary or a Custodian for all or substantially
                  all of the assets of the Issuer or any Significant Subsidiary,
                  or

                           (c) orders the liquidation of the Issuer or any
                  Significant Subsidiary,

         and the order or decree remains unstayed and in effect for 60 days; or

                  (9) 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 or any Guarantor denies its
         liability under its Note Guarantee (other than by reason of release of
         a Guarantor from its Note Guarantee in accordance with the terms of
         this Indenture and the Note Guarantee).

         The Issuer is required to deliver to the Trustee annually a statement
regarding compliance with this Indenture and, upon any Officer of the Issuer
becoming aware of any Default, a statement specifying such Default and what
action the Issuer is taking or proposes to take with respect thereto.

<PAGE>
                                      -68-

         Subject to Sections 7.01 and 7.02, the Trustee shall not be charged
with knowledge of any Default, Event of Default, Change of Control or Asset Sale
or the requirement for payment of Additional Interest unless written notice
thereof shall have been given to a Responsible Officer at the Corporate Trust
Office of the Trustee by the Issuer or any other Person.

     SECTION 6.02 Acceleration.

         If an Event of Default (other than an Event of Default specified in
clause (7) or (8) above with respect to the Issuer), shall have occurred and be
continuing under this Indenture, the Trustee, by written notice to the Issuer,
or the Holders of at least 25% in aggregate principal amount of the Notes then
outstanding by written notice to the Issuer and the Trustee, may declare all
amounts owing under the Notes to be due and payable immediately. Upon such
declaration of acceleration, the aggregate principal of and accrued and unpaid
interest on the outstanding Notes shall immediately become due and payable;
provided, however, that after such acceleration, but before a judgment or decree
based on acceleration, the Holders of a majority in aggregate principal amount
of such outstanding Notes may, under certain circumstances, rescind and annul
such acceleration if all Events of Default, other than the nonpayment of
accelerated principal and interest, have been cured or waived as provided in
this Indenture. If an Event of Default specified in clause (7) or (8) of Section
6.01 with respect to the Issuer occurs, all outstanding Notes shall become due
and payable without any further action or notice.

         The Trustee shall, within 90 days after the occurrence of any Default
with respect to the Notes, give the Holders notice of all uncured Defaults
thereunder known to it; provided, however, that, except in the case of an Event
of Default in payment with respect to the Notes or a Default in complying with
Section 5.01, the Trustee shall be protected in withholding such notice if and
so long as a committee of its trust officers in good faith determines that the
withholding of such notice is in the interest of the Holders.

     SECTION 6.03 Other Remedies.

         If an Event of Default occurs and is continuing, the Trustee may pursue
any available remedy by proceeding at law or in equity to collect the payment of
principal of, or premium, if any, and interest on the Notes or to enforce the
performance of any provision of the Notes or this Indenture.

         The Trustee may maintain a proceeding even if it does not possess any
of the Notes or does not produce any of them in the proceeding. A delay or
omission by the Trustee or any Holder in exercising any right or remedy accruing
upon an Event of Default shall not impair the right or remedy or constitute a
waiver of or acquiescence in the Event of Default. No remedy is exclusive of any
other remedy. All available remedies are cumulative to the extent permitted by
law. Any costs associated with actions taken by the Trustee under this Section
6.03 shall be reimbursed to the Trustee by the Issuer.

<PAGE>
                                      -69-

     SECTION 6.04 Waiver of Past Defaults and Events of Default.

         Subject to Sections 6.02, 6.08 and 8.02, the Holders of a majority in
principal amount of the Notes then outstanding by written notice to the Trustee
have the right to waive any existing Default or Event of Default or compliance
with any provision of this Indenture or the Notes. The Issuer shall deliver to
the Trustee an Officers' Certificate stating that the requisite percentage of
Holders has consented to such waiver. Upon any such waiver, such Default shall
cease to exist, and any Event of Default arising therefrom shall be deemed to
have been cured for every purpose of this Indenture; provided that no such
waiver shall extend to any subsequent or other Default or Event of Default or
impair any right consequent thereto.

     SECTION 6.05 Control by Majority.

         The Holders of a majority in principal amount of the Notes outstanding
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 by this Indenture. The Trustee, however, may
refuse to follow any direction that conflicts with law or this Indenture or that
the Trustee determines may be unduly prejudicial to the rights of another Holder
not taking part in such direction, and the Trustee shall have the right to
decline to follow any such direction if the Trustee, being advised by counsel,
determines that the action so directed may not lawfully be taken or if the
Trustee in good faith shall, by a Responsible Officer, determine that the
proceedings so directed may involve it in personal liability; provided that the
Trustee may take any other action deemed proper by the Trustee which is not
inconsistent with such direction.

     SECTION 6.06 Limitation on Suits.

         Subject to Section 6.08, a Holder may not institute any proceeding or
pursue any remedy with respect to this Indenture or the Notes unless:

         (1) the Holder gives to the Trustee written notice of a continuing
     Event of Default;

         (2) the Holders of at least 25% in aggregate principal amount of the
     Notes then outstanding make a written request to the Trustee to pursue the
     remedy;

         (3) such Holder or Holders offer and if requested provide to the
     Trustee indemnity reasonably satisfactory to the Trustee against any loss,
     liability or expense;

         (4) the Trustee does not comply with the request within 60 days after
     receipt of the request and the offer, and, if requested, provision of,
     indemnity; and

<PAGE>
                                      -70-

         (5) no direction which in the reasonable opinion of the Trustee is
     inconsistent with such written request has been given to the Trustee during
     such 60 day period by the Holders of a majority in aggregate principal
     amount of the Notes then outstanding.

         However, such limitations do not apply to a suit instituted by a Holder
of any Note for enforcement of payment of the principal of or interest on such
Note on or after the due date therefor (in the case of any interest payment,
after giving effect to the grace period specified in clause (1) of Section
6.01).

A Holder may not use this Indenture to prejudice the rights of another Holder or
to obtain a preference or priority over another Holder.

     SECTION 6.07 No Personal Liability of Directors, Officers, Employees and
                  Stockholders.

         No director, officer, employee, incorporator or stockholder of the
Issuer or any Guarantor shall have any liability for any obligations of the
Issuer under the Notes or this Indenture or of any Guarantor under its Note
Guarantee or for any claim based on, in respect of, or by reason of, such
obligations or their creation. Each Holder by accepting a Note waives and
releases all such liability. The waiver and release are part of the
consideration for issuance of the Notes and the Note Guarantees. The waiver may
not be effective to waive liabilities under the federal securities laws.

     SECTION 6.08 Rights of Holders To Receive Payment.

         Notwithstanding any other provision of this Indenture, the right of any
Holder of a Note to receive payment of principal of, or premium, if any, and
interest on such Note (including Additional Interest) on or after the respective
due dates expressed on such Note, or to bring suit for the enforcement of any
such payment on or after such respective dates, is absolute and unconditional
and shall not be impaired or affected without the consent of such Holder.

     SECTION 6.09 Collection Suit by Trustee.

         If an Event of Default in payment of principal, premium or interest
specified in clause (1) or (2) of Section 6.01 occurs and is continuing, the
Trustee may recover judgment in its own name and as trustee of an express trust
against the Issuer or any Guarantor for the whole amount of unpaid principal and
accrued interest remaining unpaid, together with interest on overdue principal
and, to the extent that payment of such interest is lawful, interest on overdue
installments of interest, in each case at the rate set forth in the Notes, and
such further amounts 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.

<PAGE>
                                      -71-

     SECTION 6.10 Trustee May File Proofs of Claim.

         The Trustee may file such proofs of claim and other papers or documents
as may be necessary or advisable in order to have the claims of the Trustee
(including any claim for the reasonable compensation, expenses, disbursements
and advances of the Trustee, its agents and counsel, and any other amounts due
the Trustee under Section 7.07) and the Holders allowed in any judicial
proceedings relative to the Issuer or any Guarantor, its creditors or its
property and shall be entitled and empowered to collect and receive any monies
or other property payable or deliverable on any such claims and to distribute
the same after deduction of its charges and expenses to the extent that any such
charges and expenses are not paid out of the estate in any such proceedings and
any custodian 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 to 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 7.07 hereof.

         Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Holder any plan or
reorganization, arrangement, adjustment or composition affecting the Notes 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 proceedings.

     SECTION 6.11 Priorities.

         If the Trustee collects any money pursuant to this Article Six, it
shall pay out the money in the following order:

         FIRST:            to the Trustee for amounts due under Section 7.07;

         SECOND:           to Holders for amounts due and unpaid on the Notes
                           for principal, premium, if any, and interest
                           (including Additional Interest, if any) as to each,
                           ratably, without preference or priority of any kind,
                           according to the amounts due and payable on the
                           Notes; and

         THIRD:            to the Issuer or, to the extent the Trustee collects
                           any amount from any Guarantor, to such Guarantor.

         The Trustee may fix a record date and payment date for any payment to
Holders pursuant to this Section 6.11.

     SECTION 6.12 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 or omitted by
it as Trustee, a court in its discretion may require the filing by any party
litigant in the suit of an undertaking to pay the costs of

<PAGE>
                                      -72-

the suit, and the court in its discretion may assess reasonable costs, including
reasonable attorneys' fees, against any party litigant in the suit, having due
regard to the merits and good faith of the claims or defenses made by the party
litigant. This Section 6.12 does not apply to a suit by the Trustee, a suit by a
Holder pursuant to Section 6.08 or a suit by Holders of more than 10% in
aggregate principal amount of the Notes then outstanding.

                                  ARTICLE SEVEN

                                     TRUSTEE

     SECTION 7.01 Duties of Trustee.

         (a) If an Event of Default actually known to a Responsible Officer of
the Trustee has occurred and is continuing, the Trustee shall exercise such of
the rights and powers vested in it by this Indenture and use the same degree of
care and skill in their exercise as a prudent person would exercise or use under
the same circumstances in the conduct of such person's own affairs.

         (b) Except during the continuance of an Event of Default:

         (1) The Trustee need perform only those duties that are specifically
     set forth in this Indenture and no implied covenants or obligations shall
     be read into this Indenture.

         (2) In the absence of bad faith on its part, the Trustee may
     conclusively rely, as to the truth of the statements and the correctness of
     the opinions expressed therein, upon certificates or opinions furnished to
     the Trustee and conforming to the requirements of this Indenture but, in
     the case of any such certificates or opinions which by any provision hereof
     are specifically required to be furnished to the Trustee, the Trustee shall
     be under a duty to examine the same to determine whether or not they
     conform on their face to the requirements of this Indenture (but need not
     confirm or investigate the accuracy of mathematical calculations, the
     accuracy of the signatures or other facts stated therein).

         (c) The Trustee may not be relieved from liability for its own
negligent action, its own negligent failure to act, or its own willful
misconduct, except that:

         (1) This paragraph does not limit the effect of paragraph (b) of this
     Section 7.01.

         (2) The Trustee shall not be liable for any error of judgment made in
     good faith, unless it is proved that the Trustee was negligent in
     ascertaining the pertinent facts.

         (3) The Trustee shall not be liable with respect to any action it takes
     or omits to take in good faith in accordance with a direction received by
     it pursuant to the terms of Sections 6.04 and 6.05.

<PAGE>
                                      -73-

         (4) 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 rights, powers or duties if it shall have
     reasonable grounds for believing that repayment of such funds or adequate
     indemnity satisfactory to it against such risk or liability is not
     reasonably assured to it.

         (d) Whether or not therein expressly so provided, paragraphs (a), (b)
and (c) of this Section 7.01 shall govern every provision of this Indenture that
in any way relates to the Trustee; provided that the Trustee's conduct does not
constitute gross negligence or bad faith.

         (e) The Trustee shall not be liable for interest on any money received
by it except as the Trustee may agree in writing with the Issuer or any
Guarantor. Money held in trust by the Trustee need not be segregated from other
funds except to the extent required by the law.

     SECTION 7.02 Rights of Trustee.

         Subject to Section 7.01:

         (1) The Trustee may rely on any document reasonably believed by it to
     be genuine and to have been signed or presented by the proper person. The
     Trustee need not investigate any fact or matter stated in the document.

         (2) Any request or direction of the Issuer mentioned herein shall be
     sufficiently evidenced by a Issuer Request and any resolution of the Board
     of Directors shall be sufficiently evidenced by a Board Resolution.

         (3) Before the Trustee acts or refrains from acting, it may require an
     Officers' Certificate or an Opinion of Counsel, or both, which shall
     conform in all material respects to the provisions of Section 11.05. The
     Trustee shall be protected and shall not be liable for any action it takes
     or omits to take in good faith in reliance on such certificate or opinion.

         (4) The Trustee may act through its attorneys and agents and shall not
     be responsible for the misconduct or negligence of any agent appointed by
     it with due care.

         (5) The Trustee shall not be liable for any action it takes or omits to
     take in good faith which it reasonably believes to be authorized or within
     its rights or powers.

         (6) The Trustee may consult with counsel of its selection, and the
     advice or opinion of such counsel as to matters of law shall be full and
     complete authorization and protection from liability in respect of any
     action taken, omitted or suffered by it hereunder in good faith and in
     accordance with the advice or opinion of such counsel.

<PAGE>
                                      -74-

         (7) 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.

         (8) 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, coupon or other paper or document.

         (9) The Trustee shall not be deemed to have notice of any Event of
     Default unless a Responsible Officer of the Trustee has actual knowledge
     thereof or unless the Trustee shall have received written notice thereof at
     the Corporate Trust Office of the Trustee, and such notice references the
     Notes and this Indenture. As used herein, the term "actual knowledge" means
     the actual fact or statement of knowing, without any duty to make any
     investigation with regard thereto.

         (10) The Trustee shall not be required to give any bond or surety in
     respect of the performance of its powers and duties hereunder.

         (11) The Trustee shall be under no obligation to exercise any of the
     rights or powers vested in it by this Indenture at the request, order or
     direction of any of the Holders, pursuant to the provisions of this
     Indenture, unless such Holders shall have offered to the Trustee reasonable
     security or indemnity against any loss, liability or expense which may be
     incurred therein or thereby.

         (12) The Trustee shall not be responsible for any information contained
     in any notice provision provided to the Trustee by the Issuer for
     distribution to the Holders.

     SECTION 7.03 Individual Rights of Trustee.

         The Trustee in its individual or any other capacity may become the
owner or pledgee of Notes and may make loans to, accept deposits from, perform
services for or otherwise deal with the either of the Issuer or any Guarantor,
or any Affiliates thereof, with the same rights it would have if it were not
Trustee. Any Agent may do the same with like rights. The Trustee, however, shall
be subject to Sections 7.10 and 7.11.

     SECTION 7.04 Trustee's Disclaimer.

         The Trustee shall not be responsible for and makes no representation as
to the validity or adequacy of this Indenture or the Notes or any Note
Guarantee, it shall not be accountable for the Issuer's or any Guarantor's use
of the proceeds from the sale of Notes or any money paid to the Issuer or any
Guarantor pursuant to the terms of this Indenture and it shall not be re-

<PAGE>
                                      -75-

sponsible for any statement in the Notes, any Note Guarantee or this Indenture
other than the Trustee's certificate of authentication.

     SECTION 7.05 Notice of Defaults.

         If a Default occurs and is continuing and if the Trustee has actual
knowledge of such default, the Trustee shall mail to each Holder notice of the
Default within 90 days after it occurs. Except in the case of a Default in
payment of the principal of, or premium, if any, or interest on any Note or a
default in the observance or performance of any of the obligations of the Issuer
under Article Five, the Trustee may withhold the notice if and so long as a
committee of its Responsible Officers in good faith determines that withholding
the notice is in the best interest of the Holders.

     SECTION 7.06 Reports by Trustee to Holders.

         If required by TIA ss. 313(a), within 90 days after December 31 of any
year, commencing December 31, 2001 the Trustee shall mail to each Holder a brief
report dated as of such December 31 that complies with TIA ss. 313(a). The
Trustee also shall comply with TIA ss. 313(b)(2). The Trustee shall also
transmit by mail all reports as required by TIA ss. 313(c) and TIA ss. 313(d).

         Reports pursuant to this Section 7.06 shall be transmitted by mail:

         (1) to all Holders of Notes, as the names and addresses of such Holders
     appear on the Registrar's books; and

         (2) to such Holders of Notes as have, within the two years preceding
     such transmission, filed their names and addresses with the Trustee for
     that purpose.

         A copy of each report at the time of its mailing to Holders shall be
filed with the SEC and each stock exchange on which the Notes are listed. The
Issuer shall promptly notify the Trustee when the Notes are listed on any stock
exchange.

     SECTION 7.07 Compensation and Indemnity.

         The Issuer and any Guarantors shall pay to the Trustee and each Agent
from time to time reasonable compensation for its services hereunder (which
compensation shall not be limited by any provision of law in regard to the
compensation of a trustee of an express trust). The Issuer and any Guarantors
shall reimburse the Trustee and each Agent upon request for all reasonable
disbursements, expenses and advances incurred or made by it in connection with
its duties under this Indenture, including the reasonable compensation,
disbursements and expenses of the Trustee's agents and counsel.

<PAGE>
                                      -76-

         The Issuer and any Guarantors shall, jointly and severally, indemnify
each of the Trustee and any predecessor Trustee (which for purposes of this
Section 7.07 shall include such Trustee's officers, directors, employees and
agents) and each Agent for, and hold each of them harmless against, any and all
loss, damage, claim, liability or expense, including without limitation taxes
(other than taxes based on the income of the Trustee or such Agent) and
reasonable attorneys' fees and expenses incurred by each of them in connection
with the acceptance or performance of its duties under this Indenture including
the reasonable 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 hereunder (including, without limitation, settlement costs). The Issuer
and any Guarantor need not pay for any settlement made without its consent,
which consent shall not be unreasonably withheld. The Trustee or Agent, as the
case may be, shall notify the Issuer and any Guarantors in writing promptly of
any claim asserted against the Trustee or such Agent for which it may seek
indemnity. However, the failure by the Trustee or such Agent to so notify the
Issuer and any Guarantors shall not relieve the Issuer and any Guarantors of
their obligations hereunder.

         Notwithstanding the foregoing, the Issuer and any Guarantors need not
reimburse the Trustee or any Agent for any expense or indemnify it against any
loss or liability incurred by the Trustee or such Agent, as the case may be,
resulting from its own negligence, willful misconduct or bad faith. To secure
the payment obligations of the Issuer and any Guarantors in this Section 7.07,
the Trustee shall have a lien prior to the Notes on all money or property held
or collected by the Trustee except such money or property held in trust to pay
principal of and interest on particular Notes. The obligations of the Issuer and
any Guarantors under this Section 7.07 to compensate and indemnify the Trustee
and each predecessor Trustee and to pay or reimburse the Trustee and each
predecessor Trustee for expenses, disbursements and advances shall be joint and
several liabilities of the Issuer and any Guarantors and shall survive the
resignation or removal of the Trustee and the satisfaction, discharge or other
termination of this Indenture, including any termination or rejection hereof
under any Bankruptcy Law.

         When the Trustee incurs expenses (including reasonable fees and
expenses of its Agents and counsel) or renders services after an Event of
Default specified in clause (7) or (8) of Section 6.01 hereof occurs, the
expenses and the compensation for the services are intended to constitute
expenses of administration under any Bankruptcy Law.

         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,

<PAGE>
                                      -77-

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.

         For purposes of this Section 7.07, the term "Trustee" shall include any
trustee appointed pursuant to Article Nine.

SECTION 7.08      Replacement of Trustee.

         The Trustee may resign by so notifying the Issuer and any Guarantors in
writing. The Holders of a majority in principal amount of the outstanding Notes
may remove the Trustee by notifying the Issuer and the removed Trustee in
writing and may appoint a successor Trustee with the Issuer's written consent,
which consent shall not be unreasonably withheld. The Issuer may remove the
Trustee at its election if:

         (1) the Trustee fails to comply with Section 7.10 hereof;

         (2) the Trustee is adjudged a bankrupt or an insolvent;

         (3) a receiver or other public officer takes charge of the Trustee or
     its property; or

         (4) the Trustee otherwise becomes incapable of performing its duties
     hereunder.

         If the Trustee resigns or is removed or if a vacancy exists in the
office of Trustee for any reason, the Issuer shall notify the Holders of such
event and shall promptly appoint a successor Trustee. Within one year after such
successor Trustee takes office, the Holders of a majority in aggregate principal
amount of the Notes then outstanding may appoint a successor Trustee to replace
such successor Trustee appointed by the Issuer.

         If a successor Trustee does not take office within 30 days after the
retiring Trustee resigns or is removed, the retiring Trustee, the Issuer or the
Holders of a majority in principal amount of the outstanding Notes may petition
any court of competent jurisdiction for the appointment of a successor Trustee.

         If the Trustee fails to comply with Section 7.10, any Holder may
petition any court of competent jurisdiction for the removal of the Trustee and
the appointment of a successor Trustee.

         A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Issuer. Immediately following
such delivery, the retiring Trustee shall, subject to its rights under Section
7.07, transfer all property held by it as Trustee to the successor Trustee, the
resignation or removal of the retiring Trustee shall become effective, and the
successor Trustee shall have all the rights, powers and duties of the Trustee
under this Inden-

<PAGE>
                                      -78-

ture. A successor Trustee shall mail notice of its succession to each Holder.
Notwithstanding replacement of the Trustee pursuant to this Section 7.08, the
Issuer's and any Guarantor's obligations under Section 7.07 shall continue for
the benefit of the retiring Trustee.

     SECTION 7.09 Successor Trustee by Consolidation, Merger, Etc.

         If the Trustee consolidates with, merges or converts into, or transfers
all or substantially all of its corporate trust assets to, another corporation,
subject to Section 7.10, the successor corporation without any further act shall
be the successor Trustee; provided such entity shall be otherwise qualified and
eligible under this Article Seven.

     SECTION 7.10 Eligibility; Disqualification.

         This Indenture shall always have a Trustee who satisfies the
requirements of TIA ss. 310(a)(1) and (2) in every respect. The Trustee
(together with its corporate parent) shall have a combined capital and surplus
of at least $100,000,000 as set forth in the most recent applicable published
annual report of condition. The Trustee shall comply with TIA ss. 310(b),
including the provision in ss. 310(b)(1).

     SECTION 7.11 Preferential Collection of Claims Against Issuer.

         The Trustee shall comply with TIA ss. 311(a), excluding any creditor
relationship listed in TIA ss. 311(b). A Trustee who has resigned or been
removed shall be subject to TIA ss. 311(a) to the extent indicated therein.

     SECTION 7.12 Paying Agents.

         The Issuer shall cause each Paying Agent other than the Trustee to
execute and deliver to it and the Trustee an instrument in which such agent
shall agree with the Trustee, subject to the provisions of this Section 7.12:

         (1) that it shall hold all sums held by it as agent for the payment of
     principal of, or premium, if any, or interest on, the Notes (whether such
     sums have been paid to it by the Issuer, any Guarantor or by any other
     obligor on the Notes) in trust for the benefit of Holders of the Notes or
     the Trustee;

         (2) that it shall at any time during the continuance of any Event of
     Default, upon written request from the Trustee, deliver to the Trustee all
     sums so held in trust by it together with a full accounting thereof; and

         (3) that it shall give the Trustee written notice within three Business
     Days of any failure of the Issuer, any Guarantor or by any obligor on the
     Notes in the payment of any installment of the principal of, premium, if
     any, or interest on, the Notes when the same shall be due and payable.

<PAGE>
                                       -79-


                                 ARTICLE EIGHT

                       AMENDMENTS, SUPPLEMENTS AND WAIVERS

     SECTION 8.01 Without Consent of Holders.

         The Issuer and any Guarantors, when authorized by a Board Resolution of
each of them, and the Trustee, when an Officers' Certificate is provided stating
that such amendment or supplement complies with the provisions of this Section
8.01, may amend, waive or supplement this Indenture or the Notes without notice
to or consent of any Holder:

         (1) to comply with Section 5.01;

         (2) to provide for uncertificated Notes in addition to or in place of
     certificated Notes;

         (3) [Reserved];

         (4) to cure any ambiguity, defect or inconsistency;

         (5) to release any Guarantor from any of its obligations under its Note
     Guarantee or this Indenture (to the extent permitted by this Indenture);

         (6) to provide for the issuance of the Exchange Notes or the Private
     Exchange Notes in accordance with Section 2.01 in a manner that does not
     adversely affect the rights of any Holder;

         (7) to provide for the assumption of the Issuer's obligations to
     Holders in the case of a merger or acquisition in accordance with the terms
     of this Indenture;

         (8) to make any other change that does not materially adversely affect
     the rights of any Holders hereunder; or

         (9) to maintain the qualification of this Indenture under the TIA.

         The Trustee is hereby authorized to join with the Issuer and any
Guarantors in the execution of any supplemental indenture authorized or
permitted by the terms of this Indenture and to make any further appropriate
agreements and stipulations which may be therein contained, but the Trustee
shall not be obligated to enter into any such supplemental indenture which
adversely affects its own rights, duties or immunities under this Indenture.

     SECTION 8.02 With Consent of Holders.

         The Issuer (when authorized by a Board Resolution) and any Guarantors
(when authorized by a Board Resolution) may, subject to Section 8.06, direct the
Trustee to modify or

<PAGE>
                                       -80-


supplement this Indenture, the Note Guarantees and/or the Notes with the written
consent of the Holders of at least a majority in aggregate principal amount of
the outstanding Notes, provided that:

         (a) no such amendment may, without the consent of the Holders of
     two-thirds in aggregate principal amount of Notes then outstanding, amend
     the obligation of the Issuer under Section 4.15 or the related definitions
     that could adversely affect the rights of any Holder; and

         (b) without the consent of each Holder affected, the Issuer and the
     Trustee may not:

             (1) change the maturity of any Note;

             (2) reduce the amount, extend the due date or otherwise affect the
         terms of any scheduled payment of interest on or principal of the
         Notes;

             (3) reduce any premium payable upon optional redemption of the
         Notes, change the date on which any Notes are subject to redemption or
         otherwise alter the provisions with respect to the redemption of the
         Notes;

             (4) make any Note payable in money or currency other than that
         stated in the Notes;

             (5) modify or change any provision of this Indenture or the related
         definitions to affect the ranking of the Notes or any Note Guarantee in
         a manner that adversely affects the Holders;

             (6) reduce the percentage of Holders necessary to consent to an
         amendment or waiver to this Indenture or the Notes;

             (7) impair the rights of Holders to receive payments of principal
         of or interest on the Notes;

             (8) release any Guarantor that is a Significant Subsidiary from any
         of its obligations under its Note Guarantee or this Indenture, except
         as permitted by this Indenture; or

             (9) make any change in these amendment and waiver provisions.

         After an amendment, supplement or waiver under this Section 8.02
becomes effective, the Issuer shall mail to the Holders a notice briefly
describing the amendment, supplement or waiver.

<PAGE>
                                       -81-


         Upon the written request of the Issuer, accompanied by a Board
Resolution authorizing the execution of any such supplemental indenture, and
upon the receipt by the Trustee of evidence reasonably satisfactory to the
Trustee of the consent of the Holders as aforesaid and upon receipt by the
Trustee of the documents described in Section 8.06, the Trustee shall join with
the Issuer and any Guarantors in the execution of such supplemental indenture
unless such supplemental indenture affects the Trustee's own rights, duties or
immunities under this Indenture, in which case the Trustee may, but shall not be
obligated to, enter into such supplemental indenture.

         It shall not be necessary for the consent of the Holders under this
Section 8.02 to approve the particular form of any proposed amendment,
supplement or waiver, but it shall be sufficient if such consent approves the
substance thereof.

     SECTION 8.03 Compliance with Trust Indenture Act.

         Every amendment or supplement to this Indenture or the Notes shall
comply with the TIA as then in effect.

     SECTION 8.04 Revocation and Effect of Consents.

         Until an amendment, supplement, waiver or other action becomes
effective, a consent to it by a Holder is a continuing consent conclusive and
binding upon such Holder and every subsequent Holder of the same Note or portion
thereof, and of any Note issued upon the transfer thereof or in exchange
therefor or in place thereof, even if notation of the consent is not made on any
such Note. Any such Holder or subsequent Holder, however, may revoke the consent
as to his Note or portion of a Note, if the Trustee receives the written notice
of revocation before the date the amendment, supplement, waiver or other action
becomes effective.

         The Issuer may, but shall not be obligated to, fix a record date for
the purpose of determining the Holders entitled to consent to any amendment,
supplement, or waiver. If a record date is fixed, then, notwithstanding the
preceding paragraph, those Persons who were Holders at such record date (or
their duly designated proxies), and only such Persons, shall be entitled to
consent to such amendment, supplement, or waiver or to revoke any consent
previously given, whether or not such Persons continue to be Holders after such
record date. No such consent shall be valid or effective for more than 120 days
after such record date unless the consent of the requisite number of Holders has
been obtained.

         An amendment, supplement, waiver or other action becomes effective in
accordance with its terms and thereafter shall bind every Holder, unless it
makes a change described in any of clauses (1) through (9) of Section 8.02(b).
In that case the amendment, supplement, waiver or other action shall bind each
Holder who has consented to it and every subsequent Holder or portion of a Note
that evidences the same debt as the consenting Holder's Note.

<PAGE>
                                       -82-


     SECTION 8.05 Notation on or Exchange of Notes.

         If an amendment, supplement, or waiver changes the terms of a Note, the
Trustee (in accordance with the specific written direction of the Issuer) shall
request the Holder of the Note (in accordance with the specific written
direction of the Issuer) to deliver it to the Trustee. In such case, the Trustee
shall at the expense of the Issuer place an appropriate notation on the Note
about the changed terms and return it to the Holder. Alternatively, if the
Issuer or the Trustee so determines, the Issuer in exchange for the Note shall
issue, any Guarantors shall endorse and the Trustee shall authenticate a new
Note that reflects the changed terms. Failure to make the appropriate notation
or issue a new Note shall not affect the validity and effect of such amendment,
supplement or waiver.

     SECTION 8.06 Trustee To Sign Amendments, Etc.

         The Trustee shall sign any amendment, supplement or waiver authorized
pursuant to this Article Eight if the amendment, supplement or waiver does not
adversely affect the rights, duties, liabilities or immunities of the Trustee.
If it does, the Trustee may, but need not, sign it. In signing or refusing to
sign such amendment, supplement or waiver the Trustee shall be entitled to
receive and, subject to Sections 7.01 and 7.02, shall be fully protected in
relying upon an Officers' Certificate and an Opinion of Counsel stating, in
addition to the matters required by Section 11.04, that such amendment,
supplement or waiver is authorized or permitted by this Indenture and is a
legal, valid and binding obligation of the Issuer and any Guarantors,
enforceable against the Issuer and any Guarantors in accordance with its terms
(subject to customary exceptions).

                                  ARTICLE NINE

                       DISCHARGE OF INDENTURE; DEFEASANCE

     SECTION 9.01 Discharge of Indenture.

         The Issuer may terminate its obligations under the Notes and this
Indenture as well as the obligations of any Guarantors under their respective
Note Guarantees, except those obligations referred to in the penultimate
paragraph of this Section 9.01 if:

         (1) all the Notes that have been authenticated and delivered (except
     lost, stolen or destroyed Notes which have been replaced or paid and Notes
     for whose payment money has been deposited in trust or segregated and held
     in trust by the Issuer and thereafter repaid to the Issuer or discharged
     from this trust) have been delivered to the Trustee for cancellation, or

         (2) all Notes not delivered to the Trustee for cancellation otherwise
     have become due and payable or have been called for redemption pursuant to
     Section 3.07 and the Issuer has irrevocably deposited or caused to be
     deposited with the Trustee trust funds

<PAGE>
                                       -83-


     in trust in an amount of money sufficient to pay and discharge the entire
     Indebtedness (including all principal and accrued interest) on the Notes
     not theretofore delivered to the Trustee for cancellation, and

         (3) the Issuer has delivered irrevocable instructions to the Trustee to
     apply the deposited money toward the payment of the Notes at maturity or on
     the date of redemption, as the case may be.

         Notwithstanding the first paragraph of this Section 9.01, the Issuer's
obligations in Sections 2.06, 2.07, 2.08, 2.09, 7.07, 9.05 and 9.06 shall
survive until the Notes are no longer outstanding pursuant to the last paragraph
of Section 2.09. After the Notes are no longer outstanding, the Issuer's
obligations in Section 7.07, 9.05 and 9.06 shall survive.

         After such delivery or irrevocable deposit, the Trustee upon written
request of the Issuer shall acknowledge in writing the discharge of the Issuer's
and each Guarantor's obligations under the Notes, the Note Guarantees and this
Indenture, as the case may be, except for those surviving obligations specified
above.

         SECTION 9.02 Legal Defeasance.

         The Issuer may at its option at any time, by Board Resolution of the
Issuer, be discharged from its obligations with respect to the Notes and any
Guarantors discharged from their obligations under their respective Note
Guarantees on the date the conditions set forth in Section 9.04 are satisfied
(hereinafter, "Legal Defeasance"). For this purpose, "Legal Defeasance" means
that the Issuer and any Guarantors shall be deemed to have paid and discharged
the entire Indebtedness represented by the Notes and the Note Guarantees, which
shall thereafter be deemed to be "outstanding" only for the purposes of Section
9.08 and the other Sections of this Indenture referred to in clauses (A) and (B)
below, and to have satisfied all of its other obligations under such Notes, such
Note Guarantees and this Indenture, as the case may be, insofar as such Notes
are concerned (and the Trustee, at the expense of the Issuer, shall, subject to
Section 9.06 hereof, execute instruments in form and substance reasonably
satisfactory to the Trustee and the Issuer acknowledging the same), except for
the following which shall survive until otherwise terminated or discharged
hereunder: (A) the rights of Holders of outstanding Notes to receive solely from
the trust funds described in Section 9.04, and as more fully set forth in such
Section, payments in respect of the principal of, premium, if any, and interest
on such Notes when such payments are due, (B) the Issuer's obligations with
respect to such Notes under Sections 2.04, 2.05, 2.07, 2.08 and 2.11, (C) the
rights, powers, trusts, duties and immunities of the Trustee hereunder
(including claims of, or payments to, the Trustee pursuant to Section 7.07) and
(D) this Article Nine. Subject to compliance with this Article Nine, the Issuer
may exercise its option under this Section 9.02 with respect to the Notes
notwithstanding the prior exercise of its option under Section 9.03 with respect
to the Notes.

<PAGE>
                                       -84-

     SECTION 9.03 Covenant Defeasance.

         At the option of the Issuer, pursuant to a Board Resolution of the
Issuer, the Issuer and any Guarantors shall be released from their respective
obligations under Sections 4.02 (except for obligations mandated by the TIA),
4.06 through 4.13, inclusive, and 4.15 and clause (a)(iii) of Section 5.01 with
respect to the outstanding Notes on and after the date the conditions set forth
in Section 9.04 are satisfied (hereinafter, "Covenant Defeasance"), and the
Notes shall thereafter be deemed not "outstanding" for the purposes of any
direction, waiver, consent or declaration or act of Holders (and the
consequences of any thereof) in connection with such covenants, but shall
continue to be deemed "outstanding" for all other purposes hereunder (it being
understood that such Notes shall not be deemed outstanding for accounting
purposes). For this purpose, "Covenant Defeasance" means that the Issuer and any
Guarantors 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 or portion
thereof, whether directly or indirectly by reason of any reference elsewhere
herein to any such specified Section or portion thereof or by reason of any
reference in any such specified Section or portion thereof to any other
provision herein or in any other document and such omission to comply shall not
constitute a Default or an Event of Default under clause (3) or (4) of Section
6.01, but, except as specified above, the remainder of this Indenture and the
Notes shall be unaffected thereby. If the funds deposited with the Trustee to
effect Covenant Defeasance are insufficient to pay all remaining principal and
interest on the Notes when due, the Issuer's obligations and the obligations of
the Guarantors under this Indenture will be revived and no such Covenant
Defeasance shall be deemed to have occurred.

     SECTION 9.04 Conditions to Legal Defeasance or Covenant Defeasance.

         In order to exercise either Legal Defeasance or Covenant Defeasance:

         (1) the Issuer must irrevocably deposit with the Trustee, in trust, for
     the benefit of the Holders, U.S. legal tender, U.S. Government Obligations
     or a combination thereof, in such amounts as will be sufficient (without
     reinvestment) in the opinion of a nationally recognized firm of independent
     public accountants selected by the Issuer, to pay the principal of and
     interest on the Notes on the stated date for payment or on the Redemption
     Date of the principal or installment of principal of or interest on the
     Notes, and the Holders must have a valid, perfected, exclusive security
     interest in such trust,

         (2) in the case of Legal Defeasance, the Issuer shall have delivered to
     the Trustee an opinion of counsel in the United States reasonably
     acceptable to the Trustee confirming that:

             (a) the Issuer 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 U.S. federal income tax law,

<PAGE>
                                       -85-


     in either case to the effect that, and based thereon this opinion of
     counsel shall confirm that, the Holders shall not recognize income, gain or
     loss for U.S. federal income tax purposes as a result of the Legal
     Defeasance and will be subject to U.S. 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,

         (3) in the case of Covenant Defeasance, the Issuer shall have delivered
     to the Trustee an opinion of counsel in the United States reasonably
     acceptable to the Trustee confirming that the Holders shall not recognize
     income, gain or loss for U.S. federal income tax purposes as a result of
     such Covenant Defeasance and will be subject to U.S. federal income tax on
     the same amounts, in the same manner and at the same times as would have
     been the case if the Covenant Defeasance had not occurred,

         (4) no Default shall have occurred and be continuing on the date of
     such deposit (other than a Default resulting from the borrowing of funds to
     be applied to such deposit and the grant of any Lien securing such
     borrowing)or, in so far as Section 6.01(7) or 6.01(8) hereof is concerned,
     at any time in the period ending on the 91st day after the date of such
     deposit (it being understood that this condition shall not be deemed
     satisfied until the expiration of such period),

         (5) the Legal Defeasance or Covenant Defeasance shall not result in a
     breach or violation of, or constitute a default under this Indenture or any
     other material agreement or instrument to which the Issuer or any of its
     Subsidiaries is a party or by which the Issuer or any of its Subsidiaries
     is bound,

         (6) the Issuer shall have delivered to the Trustee an Officers'
     Certificate stating that the deposit was not made by it with the intent of
     preferring the Holders over any other of its creditors or with the intent
     of defeating, hindering, delaying or defrauding any other of its creditors
     or others, and

         (7) the Issuer shall have delivered to the Trustee an Officers'
     Certificate and an opinion of counsel, each stating that the conditions
     provided for in, in the case of the Officers' Certificate, clauses (1)
     through (6) and, in the case of the opinion of counsel, clauses (1) (with
     respect to the validity and perfection of the security interest), (2)
     and/or (3) and (5) of this paragraph have been complied with.

     SECTION 9.05 Deposited Money and U.S. Government Obligations To Be Held in
Trust; Other Miscellaneous Provisions.

         All money and U.S. Government Obligations (including the proceeds
thereof) deposited with the Trustee pursuant to Section 9.04 in respect of the
outstanding Notes shall be held in trust and applied by the Trustee, in
accordance with the provisions of such Notes and this Indenture, to the payment,
either directly or through any Paying Agent, to the Holders of such Notes, of
all sums due and to become due thereon in respect of principal, premium, if any,
and

<PAGE>
                                       -86-


accrued interest, but such money need not be segregated from other funds except
to the extent required by law.

         The Issuer and any Guarantors shall (on a joint and several basis) pay
and indemnify the Trustee against any tax, fee or other charge imposed on or
assessed against the U.S. Government Obligations deposited pursuant to Section
9.04 or the principal, premium, if any, 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 the outstanding Notes.

         Anything in this Article Nine to the contrary notwithstanding, the
Trustee shall deliver or pay to the Issuer from time to time upon a Company
Request any money or U.S. Government Obligations held by it as provided in
Section 9.04 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 an equivalent Legal Defeasance or Covenant
Defeasance.

     SECTION 9.06 Reinstatement.

         If the Trustee or Paying Agent is unable to apply any money or U.S.
Government Obligations in accordance with this Article Nine by reason of any
legal proceeding or by reason of any order or judgment of any court or
governmental authority enjoining, restraining or otherwise prohibiting such
application, the Issuer's and each Guarantor's obligations under this Indenture,
the Notes and the Note Guarantees, as the case may be, shall be revived and
reinstated as though no deposit had occurred pursuant to this Article Nine until
such time as the Trustee or Paying Agent is permitted to apply all such money or
U.S. Government Obligations in accordance this Article Nine; provided that if
the Issuer or any Guarantors have made any payment of principal of, premium, if
any, or accrued interest on any Notes because of the reinstatement of their
obligations, the Issuer or such Guarantor, as the case may be, shall be
subrogated to the rights of the Holders of such Notes to receive such payment
from the money or U.S. Government Obligations, as the case may be, held by the
Trustee or Paying Agent.

     SECTION 9.07 Moneys Held by Paying Agent.

         In connection with the satisfaction and discharge of this Indenture,
all moneys then held by any Paying Agent under the provisions of this Indenture
shall, upon written demand of the Issuer, be paid to the Trustee, or if
sufficient moneys have been deposited pursuant to Section 9.04 hereof, to the
Issuer upon a Company Request (or, if such moneys had been deposited by any
Guarantors, to such Guarantors), and thereupon such Paying Agent shall be
released from all further liability with respect to such moneys.

     SECTION 9.08 Moneys Held by Trustee.

         Any moneys deposited with the Trustee or any Paying Agent or then held
by the Issuer or any Guarantor in trust for the payment of the principal of, or
premium, if any, or inter-

<PAGE>
                                       -87-


est on any Note that are not applied but remain unclaimed by the Holder of such
Note for two years after the date upon which the principal of, or premium, if
any, or interest on such Note shall have respectively become due and payable,
shall be repaid to the Issuer (or, if appropriate, any Guarantor) upon a Company
Request, or if such moneys are then held by the Issuer or any Guarantor in
trust, such moneys shall be released from such trust; and the Holder of such
Note entitled to receive such payment shall thereafter, as an unsecured general
creditor, look only to the Issuer and any Guarantors for the payment thereof,
and all liability of the Trustee or such Paying Agent with respect to such trust
money shall thereupon cease; provided that the Trustee or any such Paying Agent,
before being required to make any such repayment, may, at the expense of the
Issuer and any Guarantors, either mail to each Holder affected, at the address
shown in the register of the Notes maintained by the Registrar pursuant to
Section 2.04 hereof, or cause to be published once a week for two successive
weeks, in a newspaper published in the English language, customarily published
each Business Day and of general circulation in the City of New York, New York,
a 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 mailing or
publication, any unclaimed balance of such moneys then remaining shall be repaid
to the Issuer. After payment to the Issuer or any Guarantor or the release of
any money held in trust by the Issuer or any Guarantor, as the case may be,
Holders entitled to the money must look only to the Issuer and any Guarantors
for payment as general creditors unless applicable abandoned property law
designates another Person.

                                  ARTICLE TEN

                               GUARANTEE OF NOTES

     SECTION 10.01 Note Guarantee.

         Subject to the provisions of this Article Ten each Guarantor hereby
jointly and severally unconditionally guarantees, on a senior unsecured basis,
to each Holder of a Note authenticated and delivered by the Trustee and to the
Trustee and its successors, irrespective of (i) the validity and enforceability
of this Indenture, the Notes or the obligations of the Issuer or any other
Guarantors to the Holders or the Trustee hereunder or thereunder 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 Notes 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 Notes and all other obligations of the
Issuer or any Guarantor to the Holders or the Trustee hereunder or thereunder
(including amounts due the Trustee under Section 7.07) and all other obligations
under this Indenture or the Notes shall be promptly paid in full or performed,
all in accordance with the terms hereof and thereof; and (b) in case of any
extension of time of payment or renewal of any Notes 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

<PAGE>
                                       -88-


stated maturity, by acceleration or otherwise. Failing payment when due of any
amount so guaranteed, or failing performance of any other obligation of the
Issuer 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 Notes shall constitute an event of
default under this Note Guarantee, and shall entitle the Holders of Notes 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 Issuer.

         Each Guarantor, by execution of the Note Guarantee, agrees that its
obligations hereunder shall be unconditional, irrespective of the validity,
regularity or enforceability of this Indenture or the Notes, the absence of any
action to enforce the same, any waiver or consent by any Holder with respect to
any provisions hereof or thereof, any release of any other Guarantor, the
recovery of any judgment against the Issuer, any action to enforce the same,
whether or not a Note Guarantee is affixed to any particular Note, or any other
circumstance which might otherwise constitute a legal or equitable discharge or
defense of a Guarantor. Each Guarantor, by execution of the Note Guarantee,
waives the benefit of diligence, presentment, demand for payment, filing of
claims with a court in the event of insolvency or bankruptcy of the Issuer, any
right to require a proceeding first against the Issuer, 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 Notes, this
Indenture and such Note Guarantee. 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 Issuer or to any Guarantor, or any custodian,
trustee, liquidator or other similar official acting in relation to the Issuer
or such Guarantor, any amount paid by the Issuer or such Guarantor to the
Trustee or such Holder, the 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 and the Trustee, on
the other hand, (a) subject to this Article Ten, the maturity of the obligations
guaranteed hereby may be accelerated as provided in Article Six hereof for the
purposes of the Note Guarantee, 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 Article Six 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.

         The Note Guarantee shall remain in full force and effect and continue
to be effective should any petition be filed by or against the Issuer for
liquidation or reorganization, should the Issuer 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 Issuer'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 Notes are
pursuant to applicable law, rescinded or reduced in amount, or must otherwise be
restored or returned by any obligee on the Notes, 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 Notes shall, to the
fullest extent permitted by law, be reinstated

<PAGE>
                                       -89-


and deemed reduced only by such amount paid and not so rescinded, reduced,
restored or returned.

         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.

     SECTION 10.02 Execution and Delivery of Note Guarantee.

         To further evidence the Note Guarantee set forth in Section 10.01, each
Guarantor hereby agrees that a notation of such Note Guarantee, substantially in
the form included in Exhibit F hereto, shall be endorsed on each Note
authenticated and delivered by the Trustee after this Article Ten with respect
to such Guarantor becomes effective in accordance with Section 10.04 and such
Note Guarantee 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 Note.

         Each of the Guarantors hereby agrees that its Note Guarantee set forth
in Section 10.01 shall remain in full force and effect notwithstanding any
failure to endorse on each Note a notation of such Note Guarantee.

         If an Officer of a Guarantor whose signature is on this Indenture or a
Note Guarantee no longer holds that office at the time the Trustee authenticate
the Note on which such Note Guarantee is endorsed or at any time thereafter,
such Guarantor's Note Guarantee of such Note shall be valid nevertheless.

         The delivery of any Note by the Trustee, after the authentication
thereof hereunder, shall constitute due delivery of any Note Guarantee set forth
in this Indenture on behalf of the Guarantor.

     SECTION 10.03 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 (including, without limitation, any guarantees under the Credit
Agreement permitted under clause (1) of Section 4.06) 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.

<PAGE>
                                      -90-

     SECTION 10.04 Additional Guarantors.

         If any Restricted Subsidiary that is not a Guarantor incurs any
Indebtedness (other than Indebtedness owing to the Issuer or another Restricted
Subsidiary), including any guarantee of any Indebtedness of the Issuer or a
Restricted Subsidiary (other than a guarantee of Indebtedness owing to the
Issuer or a Restricted Subsidiary), then the Issuer shall cause such Restricted
Subsidiary to:

         (1) execute and deliver to the Trustee a supplemental indenture in form
     reasonably satisfactory to the Trustee pursuant to which such Restricted
     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 Restricted
     Subsidiary and constitute legal, valid, binding and enforceable obligations
     of such Restricted Subsidiary.

         Thereafter, such Restricted Subsidiary shall be a Guarantor for all
purposes of this Indenture. The Issuer may cause any other Restricted Subsidiary
of the Issuer to issue a Note Guarantee and become a Guarantor. At any time the
Indebtedness or guarantee of Indebtedness referred to above is repaid or
released without further obligation by such Restricted Subsidiary, such
Restricted Subsidiary need no longer be a Guarantor for purposes of this Section
10.04, and the Trustee shall promptly execute such documents and instrument as
the Issuer or such Restricted Subsidiary may request to evidence the termination
of the applicable Guarantee.

         The Issuer and its Restricted Subsidiaries shall not be required to
comply with the provisions of this Section 10.04 during any Suspension Period.

     SECTION 10.05 Release of Guarantor.

         A Guarantor shall be released from all of its obligations under its
Note Guarantee if:

         (i) the Guarantor has sold all of its assets or the Issuer and its
     Restricted Subsidiaries have sold 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 Sections 4.10 and 5.01);

         (ii) the Guarantor merges with or into or consolidates with, or
     transfers all or substantially all of its assets to, the Issuer or another
     Guarantor in a transaction in compliance with Section 5.01; or

         (iii) the Guarantor is designated an Unrestricted Subsidiary in
     compliance with the terms of this Indenture;

<PAGE>
                                      -91-

and in each such case, the Guarantor has delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that all conditions
precedent herein provided for relating to such transactions have been complied
with and that such release is authorized and permitted hereunder.

         If all of the conditions to release contained in this Section 10.05
have been satisfied, the Trustee shall execute any documents reasonably
requested by the Issuer or any Guarantor in order to evidence the release of
such Guarantor from its obligations under its Note Guarantee endorsed on the
Notes and under this Article Ten.

     SECTION 10.06 Waiver of Subrogation.

         Each Guarantor, by execution of its Note Guarantee, waives to the
extent permitted by law any claim or other rights which it may now or hereafter
acquire against the Issuer 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 Issuer, 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 Issuer,
directly or indirectly, in cash or other property or by 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 Notes 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 Notes, and shall forthwith be paid to the Trustee for the benefit
of such Holders to be credited and applied upon the Notes, whether matured or
unmatured, in accordance with the terms of this Indenture. Each Guarantor, by
execution of its Note Guarantee, 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 10.06 is knowingly made
in contemplation of such benefits.

                                 ARTICLE ELEVEN

                                  MISCELLANEOUS

     SECTION 11.01 Trust Indenture Act Controls.

         If any provision of this Indenture limits, qualifies or conflicts with
another provision which is required to be included in this Indenture by the TIA,
the required provision shall control.

<PAGE>
                                      -92-

     SECTION 11.02 Notices.

         Except for notice or communications to Holders, any notice or
communication shall be given in writing and delivered in person, sent by
facsimile, delivered by commercial courier service or mailed by first-class
mail, postage prepaid, addressed as follows:

         If to the Issuer or any Guarantor:

                Massey Energy Company
                4 North Fourth Street
                Richmond, VA 23219

                Attention: General Counsel

                Fax Number: (804) 788-1804

with a copy to:

                Hunton & Williams LLP
                Riverfront Plaza-East Tower
                951 E. Byrd Street
                Richmond, VA  23219

                Attention:  J. Waverley Pulley, III

                Fax Number:  (804) 788-8218

         If to the Trustee:

                Wilmington Trust Company
                Rodney Square North
                1100 North Market Street
                Wilmington, Delaware   19890

                Attention :  Corporate Capital Markets

                Fax Number:  (302) 636-4145

         Such notices or communications shall be effective when received and
shall be sufficiently given if so given within the time prescribed in this
Indenture.

         The Issuer, any Guarantor or the Trustee by written notice to the
others may designate additional or different addresses for subsequent notices or
communications.

<PAGE>
                                      -93-

         Any notice or communication mailed to a Holder shall be mailed to him
by first-class mail, postage prepaid, at his address shown on the register kept
by the Registrar.

         Failure to mail a notice or communication to a Holder or any defect in
it shall not affect its sufficiency with respect to other Holders. If a notice
or communication to a Holder is mailed in the manner provided above, it shall be
deemed duly given, whether or not the addressee receives it.

         In case by reason of the suspension of regular mail service, or by
reason of any other cause, it shall be impossible to mail any notice as required
by this Indenture, then such method of notification as shall be made with the
approval of the Trustee shall constitute a sufficient mailing of such notice.

     SECTION 11.03 Communications by Holders with Other Holders.

         Holders may communicate pursuant to TIA ss. 312(b) with other Holders
with respect to their rights under this Indenture or the Notes. The Issuer, the
Guarantors, the Trustee, the Registrar and anyone else shall have the protection
of TIA ss. 312(c).

     SECTION 11.04 Certificate and Opinion as to Conditions Precedent.

         Upon any request or application by the Issuer or any Guarantor to the
Trustee to take any action under this Indenture, the Issuer or such Guarantor
shall furnish to the Trustee:

         (1) an Officers' Certificate (which shall include the statements set
     forth in Section 11.05) stating that, in the opinion of the signers, all
     conditions precedent, if any, provided for in this Indenture relating to
     the proposed action have been complied with; and

         (2) an Opinion of Counsel (which shall include the statements set forth
     in Section 11.05) stating that, in the opinion of such counsel, all such
     conditions precedent have been complied with.

     SECTION 11.05 Statements Required in Certificate and Opinion.

         Each certificate and opinion with respect to compliance by or on behalf
of the Issuer or any Guarantor with a condition or covenant provided for in this
Indenture shall include:

         (1) a statement that the Person making such certificate or opinion has
     read such covenant or condition;

         (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;

<PAGE>
                                      -94-

         (3) a statement that, in the opinion of such Person, it or he has made
     such examination or investigation as is necessary to enable it or 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 or not, in the opinion of such Person,
     such covenant or condition has been complied with.

     SECTION 11.06 Rules by Trustee and Agents.

         The Trustee may make reasonable rules for action by or meetings of
Holders. The Registrar and Paying Agent may make reasonable rules for their
functions.

     SECTION 11.07 [Reserved].

     SECTION 11.08 Governing Law.

         THIS INDENTURE AND THE NOTES SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, INCLUDING SECTION 5-1401 OF
THE NEW YORK GENERAL OBLIGATIONS LAW, AS APPLIED TO CONTRACTS MADE AND PERFORMED
WITHIN THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO THE PRINCIPLES OF
CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF LAWS OF ANOTHER
JURISDICTION WOULD BE REQUIRED THEREBY.

     SECTION 11.09 Agent for Service; Submission to Jurisdiction; Waiver of
                   Immunities.

         By the execution and delivery of this Indenture, each of the Issuer and
each Guarantor (i) acknowledges that it has, by separate written instrument,
designated and appointed National Registered Agents, Inc. as its authorized
agent upon which process may be served in any suit, action or proceeding arising
out of or relating to the Notes or this Indenture that may be instituted in any
Federal or State court in the State of New York, Borough of Manhattan, or
brought under Federal or State securities laws or brought by the Trustee
(whether in its individual capacity or in its capacity as Trustee hereunder),
and acknowledges that National Registered Agents, Inc. has accepted such
designation, (ii) submits to the jurisdiction of any such court in any such
suit, action or proceeding, and (iii) agrees that service of process upon
National Registered Agents, Inc. and written notice of said service to it
(mailed or delivered to its Executive Director at its principal office as
specified in Section 11.02 hereof), shall be deemed in every respect effective
service of process upon it in any such suit or proceeding. The Issuer and each
Guarantor further agree to take any and all action, including the execution and
filing of any and all such documents and instruments as may be necessary to
continue such designation and appointment of National Registered Agents, Inc.,
in full force and effect so long as this Indenture shall be in full force and
effect; provided that the Issuer may and shall (to the extent National
Registered Agents, Inc. ceases to be able to be served on the basis contemplated
herein), by written

<PAGE>
                                      -95-

notice to the Trustee, designate such additional or alternative agent for
service of process under this Section 11.09 that (i) maintains an office located
in the Borough of Manhattan, The City of New York in the State of New York, (ii)
is either (x) counsel for the Issuer or (y) a corporate service company which
acts as agent for service of process for other Persons in the ordinary course of
its business and (iii) agrees to act as agent for service of process in
accordance with this Section 11.09. Such notice shall identify the name of such
agent for process and the address of such agent for process in the Borough of
Manhattan, The City of New York, State of New York. Upon the request of any
Holder, the Trustee shall deliver such information to such Holder.
Notwithstanding the foregoing, there shall, at all times, be at least one agent
for service of process for the Issuer and any Guarantors, if any, appointed and
acting in accordance with this Section 11.09.

         To the extent that the Issuer or any Guarantor has or hereafter may
acquire any immunity from jurisdiction of any court or from any legal process
(whether through service of notice, attachment prior to judgment, attachment in
aid of execution, execution or otherwise) with respect to itself or its
property, the Issuer and such Guarantor hereby irrevocably waives such immunity
in respect of its obligations under this Indenture and the Securities, to the
extent permitted by law.

     SECTION 11.10 No Adverse Interpretation of Other Agreements.

         This Indenture may not be used to interpret another indenture, loan,
security or debt agreement of the Issuer or any Subsidiary thereof. No such
indenture, loan, security or debt agreement may be used to interpret this
Indenture.

     SECTION 11.11 No Recourse Against Others.

         No recourse for the payment of the principal of or premium, if any, or
interest, including Additional Interest, on any of the Notes, or for any claim
based thereon or otherwise in respect thereof, and no recourse under or upon any
obligation, covenant or agreement of the Issuer or any Guarantor in this
Indenture or in any supplemental indenture, or in any of the Notes, or because
of the creation of any Indebtedness represented thereby, shall be had against
any stockholder, officer, director or employee, as such, past, present or
future, of the Issuer or any Guarantor or of any successor corporation or
against the property or assets of any such stockholder, officer, employee or
director, either directly or through the Issuer or any Guarantor, or any
successor corporation thereof, 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 this Indenture and the Notes are solely
obligations of the Issuer and the Guarantors, and that no such personal
liability whatever shall attach to, or is or shall be incurred by, any
shareholder, officer, employee or director of the Issuer or any Guarantor, or
any successor corporation thereof, because of the creation of the indebtedness
hereby authorized, or under or by reason of the obligations, covenants or
agreements contained in this Indenture or the Notes or implied therefrom, and
that any and all such personal liability of, and any and all claims against
every stockholder, officer, employee and director, are hereby expressly waived
and released as a condition of, and

<PAGE>
                                       -96-

as a consideration for, the execution of this Indenture and the issuance of the
Notes. It is understood that this limitation on recourse is made expressly for
the benefit of any such shareholder, employee, officer or director and may be
enforced by any of them.

     SECTION 11.12 Successors.

         All agreements of the Issuer and any Guarantors in this Indenture and
the Notes shall bind their respective successors. All agreements of the Trustee,
any additional trustee and any Paying Agents in this Indenture shall bind its
successor.

     SECTION 11.13 Multiple Counterparts.

         The parties may sign multiple counterparts of this Indenture. Each
signed counterpart shall be deemed an original, but all of them together
represent one and the same agreement.

     SECTION 11.14 Table of Contents, Headings, Etc.

         The table of contents, cross-reference sheet and headings of the
Articles and Sections of this Indenture have been inserted for convenience of
reference only, are not to be considered a part hereof, and shall in no way
modify or restrict any of the terms or provisions hereof.

     SECTION 11.15 Separability.

         Each provision of this Indenture shall be considered separable and if
for any reason any provision which is not essential to the effectuation of the
basic purpose of this Indenture or the Notes 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.

                  [Remainder of page intentionally left blank]

<PAGE>

                  IN WITNESS WHEREOF, the parties have caused this Indenture to
be duly executed all as of the date and year first written above.

                                     MASSEY ENERGY COMPANY


                                     By:  /s/ Baxter F. Phillips, Jr.
                                          --------------------------------------
                                          Name: Baxter F. Phillips, Jr.
                                          Title: Senior Vice President and Chief
                                                  Financial Officer

                                     A.T. MASSEY COAL COMPANY, INC.

                                     By:  /s/ Baxter F. Phillips, Jr.
                                          --------------------------------------
                                          Name: Baxter F. Phillips, Jr.
                                          Title: Senior Vice President and Chief
                                                  Financial Officer

                                     HOPKINS CREEK COAL COMPANY
                                     JOBONER COAL COMPANY
                                     RUSSELL FORK COAL COMPANY
                                     T.C.H. COAL CO.


                                     By:  /s/ Baxter F. Phillips, Jr.
                                          --------------------------------------
                                          Name: Baxter F. Phillips, Jr.
                                          Title: President

                                     MASSEY COAL SERVICES, INC.

                                     By:  /s/ Baxter F. Phillips, Jr.
                                          --------------------------------------
                                          Name: Baxter F. Phillips, Jr.
                                          Title: Vice President


                          SIGNATURE PAGE TO INDENTURE

<PAGE>

                                     APPALACHIAN CAPITAL MANAGEMENT CORP.
                                     BIG SANDY VENTURE CAPITAL CORP.
                                     BLUE RIDGE VENTURE CAPITAL CORP.
                                     CAPSTAN MINING COMPANY
                                     CENTRAL PENN ENERGY COMPANY, INC.
                                     CONTINUITY VENTURE CAPITAL CORP.
                                     DRIH CORPORATION
                                     FEATS VENTURE CAPITAL CORP.
                                     HADEN FARMS, INC.
                                     MASSEY COAL SALES COMPANY, INC.
                                     MASSEY NEW ERA CAPITAL CORP.
                                     MASSEY TECHNOLOGY INVESTMENTS, INC.
                                     MENEFEE LAND COMPANY, INC.
                                     NEW MARKET LAND COMPANY
                                     NEW MASSEY CAPITAL CORP.
                                     PROGRESSIVE VENTURE CAPITAL CORP.
                                     RAWL SALES VENTURE CAPITAL CORP.
                                     SCARLET DEVELOPMENT COMPANY
                                     SHENANDOAH CAPITAL MANAGEMENT CORP.
                                     SPM CAPITAL MANAGEMENT CORP.
                                     ST. ALBANS CAPITAL MANAGEMENT CORP.
                                     SUN COAL COMPANY, INC.

                                     By:  /s/ James L. Gardner
                                          --------------------------------------
                                          Name: James L. Gardner
                                          Title: President

                                     LAUREN LAND COMPANY
                                     SC COAL CORPORATION

                                     By:  /s/ James L. Gardner
                                          --------------------------------------
                                          Name: James L. Gardner
                                          Title: Vice President


                          SIGNATURE PAGE TO INDENTURE


<PAGE>

                                     GREYEAGLE COAL COMPANY
                                     TENNESSEE CONSOLIDATED COAL COMPANY
                                     TENNESSEE ENERGY CORP.
                                     THUNDER MINING COMPANY

                                     By:  /s/ Michael D. Bauersachs
                                          --------------------------------------
                                          Name: Michael D. Bauersachs
                                          Title: President


                          SIGNATURE PAGE TO INDENTURE

<PAGE>

                                     ALEX ENERGY, INC.
                                     GREEN VALLEY COAL COMPANY
                                     MAJESTIC MINING, INC.
                                     NICCO CORPORATION
                                     PEERLESS EAGLE COAL CO.

                                     By:  /s/ David C. Hughart
                                          --------------------------------------
                                          Name: David C. Hughart
                                          Title: President

                          SIGNATURE PAGE TO INDENTURE

<PAGE>

                                     ARACOMA COAL COMPANY, INC.
                                     HIGHLAND MINING COMPANY
                                     LOGAN COUNTY MINE SERVICES, INC.

                                     By:  /s/ Dwayne Francisco
                                          --------------------------------------
                                          Name: Dwayne Francisco
                                          Title: President


                          SIGNATURE PAGE TO INDENTURE

<PAGE>

                                     BANDMILL COAL CORPORATION

                                     By:  /s/ Eric D. Salyer
                                          --------------------------------------
                                          Name: Eric D. Salyer
                                          Title: President


                          SIGNATURE PAGE TO INDENTURE

<PAGE>

                                     BARNABUS LAND COMPANY
                                     DEHUE COAL COMPANY


                                     By:  /s/ Harold Osborne
                                          --------------------------------------
                                          Name: Harold Osborne
                                          Title: President


                          SIGNATURE PAGE TO INDENTURE

<PAGE>

                                     BELFRY COAL CORPORATION
                                     NEW RIDGE MINING COMPANY
                                     SIDNEY COAL COMPANY, INC.

                                     By:  /s/ Sidney R. Young, III
                                          --------------------------------------
                                          Name: Sidney R. Young, III
                                          Title: President


                          SIGNATURE PAGE TO INDENTURE

<PAGE>

                                     BLACK KING MINE DEVELOPMENT CO.
                                     BOONE EAST DEVELOPMENT CO.
                                     BOONE WEST DEVELOPMENT CO.
                                     CABINAWA MINING COMPANY
                                     CENTRAL WEST VIRGINIA ENERGY COMPANY
                                     CERES LAND COMPANY
                                     DEMETER LAND COMPANY
                                     LAXARE, INC.
                                     RAVEN RESOURCES, INC.

                                     By:  /s/ R. Freal Mize
                                          --------------------------------------
                                          Name: R. Freal Mize
                                          Title: President

                                     MASSEY GAS & OIL COMPANY
                                     NEW RIVER ENERGY CORPORATION

                                     By:  /s/ R. Freal Mize
                                          --------------------------------------
                                          Name: R. Freal Mize
                                          Title: Vice President


                          SIGNATURE PAGE TO INDENTURE



<PAGE>

                                     BEN CREEK COAL COMPANY

                                     By:  /s/ Bruce A. Johnson
                                          --------------------------------------
                                          Name: Bruce A. Johnson
                                          Title: President


                          SIGNATURE PAGE TO INDENTURE

<PAGE>

                                     BOONE ENERGY COMPANY
                                     MARFORK COAL COMPANY, INC.

                                     By:  /s/ Johnny R. Jones
                                          --------------------------------------
                                          Name: Johnny R. Jones
                                          Title: President


                          SIGNATURE PAGE TO INDENTURE

<PAGE>

                                     CLEAR FORK COAL COMPANY
                                     ELK RUN COAL COMPANY, INC.

                                     By:  /s/ Larry Ward
                                          --------------------------------------
                                          Name: Larry Ward
                                          Title: President


                          SIGNATURE PAGE TO INDENTURE

<PAGE>

                                     CRYSTAL FUELS COMPANY

                                     By:  /s/ George E. Dotson
                                          --------------------------------------
                                          Name: George E. Dotson
                                          Title: President


                          SIGNATURE PAGE TO INDENTURE

<PAGE>

                                     SUPPORT MINING COMPANY

                                     By:  /s/ Andrew F. Ashurst
                                          --------------------------------------
                                          Name: Andrew F. Ashurst
                                          Title: President


                          SIGNATURE PAGE TO INDENTURE

<PAGE>

                                     DUNCAN FORK COAL COMPANY
                                     DUCHESS COAL COMPANY
                                     HAZY RIDGE COAL COMPANY
                                     JACKS BRANCH COAL COMPANY
                                     LICK BRANCH COAL COMPANY
                                     MINE MAINTENANCE, INC.
                                     PETER CAVE MINING COMPANY
                                     RUM CREEK SYNFUEL COMPANY
                                     TRACE CREEK COAL COMPANY

                                     By:  /s/ Danny C. Cox
                                          --------------------------------------
                                          Name: Danny C. Cox
                                          Title: President


                          SIGNATURE PAGE TO INDENTURE

<PAGE>

                                     FOOTHILLS COAL COMPANY

                                     By:  /s/ Jeffrey M. Jarosinski
                                          --------------------------------------
                                          Name: Jeffrey M. Jarosinski
                                          Title: Treasurer


                          SIGNATURE PAGE TO INDENTURE

<PAGE>

                                     KANAWHA ENERGY COMPANY

                                     By:  /s/ Randy Cunningham
                                          --------------------------------------
                                          Name: Randy Cunningham
                                          Title: President


                          SIGNATURE PAGE TO INDENTURE

<PAGE>

                                     STIRRAT COAL COMPANY

                                     By:  /s/ Kevin T. Varney
                                          --------------------------------------
                                          Name: Kevin T. Varney
                                          Title: President


                          SIGNATURE PAGE TO INDENTURE

<PAGE>

                                     GOALS COAL COMPANY
                                     WILLIAMS MOUNTAIN COAL COMPANY

                                     By:  /s/ Michael A. Milam
                                          --------------------------------------
                                          Name: Michael A. Milam
                                          Title: President


                          SIGNATURE PAGE TO INDENTURE

<PAGE>

                                     INDEPENDENCE COAL COMPANY, INC.

                                     By:  /s/ Jeffrey W. Walkup
                                          --------------------------------------
                                          Name: Jeffrey W. Walkup
                                          Title: President


                          SIGNATURE PAGE TO INDENTURE

<PAGE>

                                     KNOX CREEK COAL CORPORATION

                                     By:  /s/ David P. Kramer
                                          --------------------------------------
                                          Name: David P. Kramer
                                          Title: President


                          SIGNATURE PAGE TO INDENTURE

<PAGE>

                                     LONG FORK COAL COMPANY

                                     By:  /s/ Cathy Frazier
                                          --------------------------------------
                                          Name: Cathy Frazier
                                          Title: President


                          SIGNATURE PAGE TO INDENTURE

<PAGE>

                                     BIG BEAR MINING COMPANY
                                     DELBARTON MINING COMPANY
                                     DOUGLAS POCAHONTAS COAL CORPORATION
                                     ROBINSON-PHILLIPS COAL COMPANY
                                     ROCKRIDGE COAL COMPANY
                                     SHANNON-POCAHONTAS COAL CORPORATION
                                     TOWN CREEK COAL COMPANY
                                     WYOMAC COAL COMPANY, INC.
                                     RAWL SALES & PROCESSING CO.
                                     LYNN BRANCH COAL COMPANY, INC.
                                     ROAD FORK DEVELOPMENT COMPANY, INC.
                                     SPARTAN MINING COMPANY
                                     STONE MINING COMPANY
                                     SYCAMORE FUELS, INC.
                                     VANTAGE MINING COMPANY

                                     By:  /s/ Macs E. Hall
                                          --------------------------------------
                                          Name: Macs E. Hall
                                          Title: President


                          SIGNATURE PAGE TO INDENTURE

<PAGE>

                                     MARTIN COUNTY COAL CORPORATION
                                     PILGRIM MINING COMPANY, INC.

                                     By:  /s/ Hiram Mahon
                                          --------------------------------------
                                          Name: Hiram Mahon
                                          Title: President


                          SIGNATURE PAGE TO INDENTURE

<PAGE>

                                     NICHOLAS ENERGY COMPANY

                                     By:  /s/ Mike Snelling
                                          --------------------------------------
                                          Name: Mike Snelling
                                          Title: President


                          SIGNATURE PAGE TO INDENTURE

<PAGE>

                                     OMAR MINING COMPANY

                                     By:  /s/ Mitchell McKinley Kalos
                                          --------------------------------------
                                          Name: Mitchell McKinley Kalos
                                          Title: President


                          SIGNATURE PAGE TO INDENTURE

<PAGE>

                                     POWER MOUNTAIN COAL COMPANY

                                     By:  /s/ James S. Smith
                                          --------------------------------------
                                          Name: James S. Smith
                                          Title: President


                          SIGNATURE PAGE TO INDENTURE

<PAGE>

                                     RUM CREEK COAL SALES, INC.

                                     By:  /s/ Richard Zigmond
                                          --------------------------------------
                                          Name: Richard Zigmond
                                          Title President


                          SIGNATURE PAGE TO INDENTURE

<PAGE>

                                     PERFORMANCE COAL COMPANY

                                     By:  /s/ Bill M. Potter
                                          --------------------------------------
                                          Name: Bill M. Potter
                                          Title: President


                          SIGNATURE PAGE TO INDENTURE

<PAGE>

                                     WHITE BUCK COAL COMPANY

                                     By:  /s/ Larry M. Roop
                                          --------------------------------------
                                          Name: Larry M. Roop
                                          Title: President


                          SIGNATURE PAGE TO INDENTURE

<PAGE>

                                     BANDYTOWN COAL COMPANY
                                     EAGLE ENERGY, INC.

                                     By:  /s/ Kenny Williams
                                          --------------------------------------
                                          Name: Kenny Williams
                                          Title: President


                          SIGNATURE PAGE TO INDENTURE

<PAGE>

                                     M & B COAL COMPANY

                                     BY: WYOMAC COAL COMPANY, INC.

                                     By:  /s/ Macs Hall
                                          --------------------------------------
                                          Name: Macs Hall
                                          Title: President

                                     M & B COAL COMPANY

                                     BY: TOWN CREEK COAL COMPANY

                                     By:  /s/ Macs Hall
                                          --------------------------------------
                                          Name: Macs Hall
                                          Title: President


                          SIGNATURE PAGE TO INDENTURE

<PAGE>

                                     SHANNON-POCAHONTAS MINING CO.

                                     BY: SHANNON POCAHONTAS COAL CORPORATION

                                     By:  /s/ Macs Hall
                                          --------------------------------------
                                          Name: Macs Hall
                                          Title: President

                                     SHANNON-POCAHONTAS MINING CO.

                                     BY: OMAR MINING COMPANY

                                     By:  /s/ Mitchell McKinley Kalos
                                          --------------------------------------
                                          Name: Mitchell McKinley Kalos
                                          Title: President

<PAGE>

                                     HANNA LAND COMPANY, LLC

                                     BY: A. T. MASSEY COAL COMPANY, INC.

                                     By:  /s/ Baxter F. Phillips, Jr.
                                          --------------------------------------
                                          Name:  Baxter F. Phillips, Jr.
                                          Title: Senior Vice President and
                                                  Chief Financial Officer

                                     HANNA LAND COMPANY, LLC

                                     BY: ALEX ENERGY, INC.

                                     By:  /s/ David C. Hughart
                                          --------------------------------------
                                          Name: David C. Hughart
                                          Title: President

<PAGE>

                                     WILMINGTON TRUST COMPANY,
                                     as Trustee

                                     By:       /s/ Mary St. Amand
                                          --------------------------------------
                                          Name: Mary St. Amand
                                          Title: Assistant Vice President

<PAGE>

                                                                       EXHIBIT A

                                                                           CUSIP

                              MASSEY ENERGY COMPANY

No.                                                     $[                     ]




                           6.625% SENIOR NOTE DUE 2010

         MASSEY ENERGY COMPANY, a company incorporated under the laws of
Delaware (the "Company," which term includes any successor corporation under the
Indenture hereinafter referred to), for value received, promises to pay to CEDE
& CO. or registered assigns the principal sum of [ ] DOLLARS ($[ ]) on November
15, 2010 at the office or agency of the Company referred to below.

         Interest Payment Dates: May 15 and November 15 commencing May 15, 2004.

         Record Dates: May 1 and November 1.

         Reference is made to the further provisions of this Note contained
herein, which shall for all purposes have the same effect as if set forth at
this place.

         IN WITNESS WHEREOF, the Company has caused this Note to be signed
manually or by facsimile by its duly authorized officers.

                                      MASSEY ENERGY COMPANY


                                      By:
                                             -----------------------------------
                                             Name:
                                             Title:


                                      By:
                                             -----------------------------------
                                             Name:
                                             Title:



Dated:  November 10, 2003


                                       A-1

<PAGE>

Certificate of Authentication

         This is one of the 6.625% Senior Notes due 2010 referred to in the
within-mentioned Indenture.

                            WILMINGTON TRUST COMPANY,

                            as Trustee

                            By:
                                   ---------------------------------------------
                                   Name:
                                   Title:



Dated:   November 10, 2003


                                       A-2

<PAGE>

                            [FORM OF REVERSE OF NOTE]

                               MASSEY ENERGY GROUP

                           6.625% SENIOR NOTE DUE 2010

         1. Interest. MASSEY ENERGY COMPANY, a company incorporated under the
laws of Delaware (the "Company"), promises to pay, until the principal hereof is
paid or made available for payment, interest on the principal amount set forth
on the face hereof at a rate of 6.625% per annum. Interest hereon shall accrue
from and including the most recent date to which interest has been paid or, if
no interest has been paid, from and including November 10, 2003 to but excluding
the date on which interest is paid. Interest shall be payable in arrears on each
May 15 and November 15, commencing May 15, 2004. Interest shall be computed on
the basis of a 360-day year consisting of twelve 30-day months. The Company
shall pay interest on overdue principal and on overdue interest (to the full
extent permitted by law) at a rate of 2.0% per annum.

         2. Method of Payment. If a Holder has given wire transfer instructions
to the Issuer at least ten Business Days prior to the applicable Interest
Payment Date, the Issuer will make all payments on such Holder's Notes by wire
transfer of immediately available funds to the account specified in those
instructions. The Company shall pay interest hereon (except defaulted interest)
to the Persons who are registered Holders at the close of business on the May 1
or November 1 next preceding the interest payment date (whether or not a
Business Day). Holders must surrender Notes to a Paying Agent to collect
principal payments. The Company shall pay principal and interest in money of the
United States of America that at the time of payment is legal tender for payment
of public and private debts. Interest may be paid by check mailed to the Holder
entitled thereto at the address indicated on the register maintained by the
Registrar for the Notes.

         3. Paying Agent and Registrar. Initially, Wilmington Trust Company (the
"Trustee") shall act as a Paying Agent and Registrar. The Company may change any
Paying Agent or Registrar without notice. The Company or any of its Affiliates
may act as Paying Agent or Registrar.

         4. Indenture. This Note is one of a duly authorized issue of Notes of
the Company, designated as its 6.625% Senior Notes due 2010 (herein called the
"Notes"). The Company issued the Notes under an Indenture dated as of November
10, 2003 (the "Indenture") among the Company, the Guarantors and the Trustee.
This is one of an issue of Notes of the Company issued, or to be issued, under
the Indenture. The terms of the Notes include those stated in the Indenture and
those made part of the Indenture by reference to the Trust Indenture Act of 1939
(15 U.S. Code ss.ss. 77aaa-77bbbb), as in effect on the date of the Indenture
(the "Act"). The Notes are subject to all such terms, and Holders are referred
to the Indenture and the Act for a statement of them. To the extent any
provision of this Note conflicts with the express provisions of the Indenture,
the provisions of the Indenture shall govern and be controlling.


                                       A-3

<PAGE>

Capitalized and certain other terms used herein and not otherwise defined have
the meanings set forth in the Indenture. The Company shall be entitled to issue
Additional Notes pursuant to Section 2.19 of the Indenture. All Notes issued
under the Indenture are treated as a single class of securities under the
Indenture. The Notes are general unsecured obligations of the Company.

         5. Optional Redemption. The Company, at its option, may redeem the
Notes, in whole at any time, or in part from time to time on or after November
15, 2007 upon not less than 30 nor more than 60 days' notice, at the redemption
prices (expressed as percentages of principal amount thereof) set forth below,
together, in each case, with accrued and unpaid interest to the Redemption Date,
if redeemed during the twelve month period beginning on November 15 of each year
listed below:

         Year                                        Redemption Price
         ----                                        ----------------
         2007 ......................................      103.313%
         2008 ......................................      101.656%
         2009 and thereafter .......................      100.000%

         At any time prior to November 15, 2006, the Issuer may redeem up to 35%
of the aggregate principal amount of the Notes with the net cash proceeds of one
or more Qualified Equity Offerings at a redemption price equal to 106.625% of
the principal amount of the Notes to be redeemed, plus accrued and unpaid
interest thereon, if any, to the Redemption Date; provided that (1) at least 65%
of the aggregate principal amount of Notes issued under the Indenture remains
outstanding immediately after the occurrence of such redemption and (2) the
redemption occurs within 180 days of the date of the closing of any such
Qualified Equity Offering.

         6. Notice of Redemption. Notice of redemption shall be mailed at least
30 days but not more than 60 days before the Redemption Date to each Holder of
Notes to be redeemed at his registered address. On and after the Redemption
Date, unless the Company defaults in making the redemption payment, interest
ceases to accrue on Notes or portions thereof called for redemption, unless the
Company shall fail to redeem any Notes.

         7. Offers to Purchase. The Indenture provides that upon the occurrence
of a Change of Control or an Asset Sale and subject to further limitations
contained therein, the Company shall make an offer to purchase outstanding Notes
in accordance with the procedures set forth in the Indenture.

         8. [Reserved].

         9. Registration Rights. Pursuant to a Registration Rights Agreement
among the Company, the Guarantors, UBS Securities LLC, Citigroup Global Markets
Inc. and PNC Capital Markets, Inc. as Initial Purchasers of the Notes, the
Company and the Guarantors shall be obligated to consummate an exchange offer
pursuant to which the Holder of this Note shall have the right to exchange this
Note for notes of a separate series issued under the Indenture (or a trust
indenture substantially identical to the Indenture in accordance with the terms
of the Registration


                                       A-4

<PAGE>

Rights Agreement) which have been registered under the Securities Act, in like
principal amount and having substantially identical terms as the Notes. The
Holders shall be entitled to receive certain additional interest payments in the
event such exchange offer is not consummated and upon certain other conditions,
all pursuant to and in accordance with the terms of the Registration Rights
Agreement.

         10. Denominations, Transfer, Exchange. The Notes are in registered form
without coupons in denominations of $1,000 and integral multiples of $1,000. A
Holder may transfer or exchange Notes in accordance with the Indenture. The
Registrar may require a Holder, among other things, to furnish appropriate
endorsements and transfer documents and to pay to it any taxes and fees required
by law or permitted by the Indenture. The Registrar need not register the
transfer of or exchange any Notes or portion of a Note selected for redemption,
or register the transfer of or exchange any Notes for a period of 15 days before
a mailing of notice of redemption.

         11. Persons Deemed Owners. The registered Holder of this Note may be
treated as the owner of this Note for all purposes.

         12. Unclaimed Money. If money for the payment of principal or interest
remains unclaimed for two years, the Trustee or Paying Agent shall pay the money
back to the Company at its written request. After that, Holders entitled to the
money must look to the Company for payment as general creditors unless an
"abandoned property" law designates another Person.

         13. Amendment, Supplement, Waiver, Etc. The Company, any Guarantors and
the Trustee may, without the consent of the Holders of any outstanding Notes,
amend, waive or supplement the Indenture or the Notes for certain specified
purposes, including, among other things, curing ambiguities, defects or
inconsistencies, maintaining the qualification of the Indenture under the Act
and making any change that does not materially and adversely affect the rights
of any Holder. Other amendments and modifications of the Indenture or the Notes
may be made by the Company, any Guarantors and the Trustee with the consent of
the Holders of not less than a majority of the aggregate principal amount of the
outstanding Notes, subject to certain exceptions requiring the consent of the
Holders of the particular Notes to be affected.

         14. Restrictive Covenants. The Indenture imposes certain limitations on
the ability of the Company and its Restricted Subsidiaries to, among other
things, incur additional Indebtedness, make payments in respect of their Equity
Interests or certain Indebtedness, make certain Investments, create or incur
liens, enter into transactions with Affiliates, enter into agreements
restricting the ability of Restricted Subsidiaries to pay dividends and make
distributions, issue Equity Interests of any Restricted Subsidiaries of the
Company, and on the ability of the Company to merge or consolidate with any
other Person or transfer all or substantially all of the Company's or any
Guarantor's assets. Such limitations are subject to a number of important
qualifications and exceptions. Pursuant to Section 4.04 of the Indenture, the
Company must annually report to the Trustee on compliance with such limitations.


                                       A-5

<PAGE>

         15. Successor Corporation. When a successor corporation assumes all the
obligations of its predecessor under the Notes and the Indenture and the
transaction complies with the terms of Article Five of the Indenture, the
predecessor corporation shall, except as provided in Article Five, be released
from those obligations.

         16. Defaults and Remedies. Events of Default are set forth in the
Indenture. Subject to certain limitations in the Indenture, if an Event of
Default (other than an Event of Default specified in clause (7) or (8) of
Section 6.01 of the Indenture with respect to the Company) occurs and is
continuing, the Trustee or the Holders of not less than 25% in aggregate
principal amount of the then outstanding Notes, by written notice to the Trustee
and the Company, may declare to be immediately due and payable the entire
principal amount of all the Notes then outstanding plus accrued and unpaid
interest to the date of acceleration and the same shall become immediately due
and payable. If an Event of Default specified in clause (7) or (8) of Section
6.01 of the Indenture occurs with respect to the Company, the principal amount
of and interest on, all Notes shall ipso facto become and be immediately due and
payable without any declaration or other act on the part of the Trustee or any
Holder. Holders may not enforce the Indenture or the Notes except as provided in
the Indenture. The Trustee may require indemnity satisfactory to it before it
enforces the Indenture or the Notes. Subject to certain limitations, Holders of
a majority in principal amount of the then outstanding Notes may direct the
Trustee in its exercise of any trust or power. The Trustee may withhold from
Holders notice of any continuing default (except a default in payment of
principal, premium, if any, or interest or a default in the observance or
performance of any of the obligations of the Company under Article Five of the
Indenture) if it determines that withholding notice is in their best interests.

         17. Trustee Dealings with Company. The Trustee, in its individual or
any other capacity, may make loans to, accept deposits from, and perform
services for the Company or its Affiliates, and may otherwise deal with the
Company or its Affiliates, as if it were not Trustee.

         18. No Recourse Against Others. No past, present or future director,
officer, employee, partner, incorporator or shareholder, of the Company or any
Guarantor or any corporate successor thereto shall have any liability for any
obligations of the Company under the Notes, the Note Guarantees, the Indenture
or for a claim based on, in respect of, or by reason of, such obligations or
their creation. Each Holder of Notes by accepting a Note waives and releases all
such liability. The waiver and release are part of the consideration for the
issuance of the Notes.

         19. Discharge. The Company's obligations pursuant to the Indenture
shall be discharged, except for obligations pursuant to certain sections
thereof, subject to the terms of the Indenture, upon the payment of all the
Notes or upon the irrevocable deposit with the Trustee of money in United States
dollars or U.S. Government Obligations sufficient to pay when due principal of
and interest on the Notes to maturity or redemption, as the case may be.


                                       A-6

<PAGE>

         20. Note Guarantees. The Note is entitled to the benefits of certain
Note Guarantees made for the benefit of the Holders. Reference is hereby made to
the Indenture for a statement of the respective rights, limitations of rights,
duties and obligations thereunder of the Guarantors, the Trustee and the
Holders.

         21. Authentication. This Note shall not be valid until the Trustee
signs the certificate of authentication on the other side of this Note.

         22. Governing Law. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, INCLUDING SECTION 5-1401 OF
THE NEW YORK GENERAL OBLIGATIONS LAW, AS APPLIED TO CONTRACTS MADE AND PERFORMED
WITHIN THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO THE PRINCIPLES OF
CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF LAWS OF ANOTHER
JURISDICTION WOULD BE REQUIRED THEREBY.

         The Company and the Guarantors agree to submit to the jurisdiction of
the courts of the State of New York in any action or proceeding arising out of
or relating to the Indenture or the Notes.

         23. Abbreviations. Customary abbreviations may be used in the name of a
Holder or an assignee, such as: TEN COM (= tenants in common), TENANT (= tenants
by the entireties), JT TEN (= joint tenants with right of survivorship and not
as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to
Minors Act).

         24. CUSIP Numbers. Pursuant to a recommendation promulgated by the
Committee on Uniform Security Identification Procedures, the Company has caused
CUSIP numbers to be printed on the Notes and the Trustee may use CUSIP numbers
in notices of redemption as a convenience to Holders. No representation is made
as to the accuracy of such numbers either as printed on the Notes or as
contained in any notice of redemption and reliance may be placed only on the
other identification numbers placed thereon.

         The Company shall furnish to any Holder upon written request and
without charge a copy of the Indenture. Requests may be made to:

         If to the Issuer or any Guarantor:

                Massey Energy Company
                4 North Fourth Street
                Richmond, VA  23219

                Fax Number: (804) 788-1801

                Attention: Chief Financial Officer


                                       A-7

<PAGE>

                   [FORM OF ASSIGNMENT FOR UNRESTRICTED NOTES]

I or we assign and transfer this Note to:

             (Insert assignee's social security or tax I.D. number)

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
             (Print or type name, address and zip code of assignee)

and irrevocably appoint:

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

Agent to transfer this Note on the books of the Company. The Agent may
substitute another to act for him.

Date:                         Your Signature:
     ----------------                        -----------------------------------
                                             (Sign exactly as your name appears
                                             on the other side of this Note)


-----------------------------------
Signature Guaranteed
(Signature must be guaranteed by a participant in a recognized
signature guaranty medallion program or other signature
guarantor acceptable to the Trustee)


                                       A-8

<PAGE>

                       OPTION OF HOLDER TO ELECT PURCHASE

         If you want to elect to have all or any part of this Note purchased by
the Company pursuant to Section 4.10 or Section 4.15 of the Indenture, check the
appropriate box:

         |_|      Section 4.10              |_|      Section 4.15

         If you want to have only part of the Note purchased by the Company
pursuant to Section 4.10 or Section 4.15 of the Indenture, state the amount you
elect to have purchased:

$
 -----------------------------------
 (multiple of $1,000)

Date:
     -------------------------------


                                          Your Signature:
                                                         -----------------------
                                          (Sign exactly as your name appears on
                                          the face of this Note)


------------------------------------
Signature Guaranteed
(Signature must be guaranteed by a participant in a recognized
signature guaranty medallion program or other signature
guarantor acceptable to the Trustee)


                                       A-9

<PAGE>

                                                                       EXHIBIT B

                       [FORM OF PRIVATE PLACEMENT LEGEND]

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE "SECURITIES ACT"), AND ACCORDINGLY, MAY NOT BE OFFERED OR SOLD WITHIN THE
UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT AS
SET FORTH IN THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF, THE HOLDER (1)
REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE
144A UNDER THE SECURITIES ACT) OR (B) IT IS AN INSTITUTIONAL "ACCREDITED
INVESTOR" (AS DEFINED IN RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER
THE SECURITIES ACT) (AN "INSTITUTIONAL ACCREDITED INVESTOR") OR (C) IT IS NOT A
U.S. PERSON AND IS ACQUIRING THIS NOTE IN AN OFFSHORE TRANSACTION IN COMPLIANCE
WITH REGULATION S UNDER THE SECURITIES ACT, (2) AGREES THAT IT WILL NOT, WITHIN
THE TIME PERIOD REFERRED TO UNDER RULE 144(k) UNDER THE SECURITIES ACT AS IN
EFFECT ON THE DATE OF TRANSFER OF THIS NOTE, RESELL OR OTHERWISE TRANSFER THIS
NOTE EXCEPT (A) TO MASSEY ENERGY COMPANY OR ANY OF ITS SUBSIDIARIES, (B) TO A
QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES
ACT, (C) INSIDE THE UNITED STATES TO AN INSTITUTIONAL ACCREDITED INVESTOR THAT,
PRIOR TO SUCH TRANSFER, FURNISHES TO THE TRUSTEE A SIGNED LETTER CONTAINING
CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE RESTRICTIONS ON TRANSFER
OF THIS NOTE (THE FORM OF WHICH LETTER CAN BE OBTAINED FROM THE TRUSTEE), AND,
IF REQUESTED BY MASSEY ENERGY COMPANY OR THE TRUSTEE, AN OPINION OF COUNSEL
ACCEPTABLE TO THEM THAT SUCH TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT,
(D) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE
904 UNDER THE SECURITIES ACT, (E) PURSUANT TO THE EXEMPTION FROM REGISTRATION
PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE) OR (F) PURSUANT TO
AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (3) AGREES THAT
IT WILL DELIVER TO EACH PERSON TO WHOM THIS NOTE IS TRANSFERRED A NOTICE
SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. IN CONNECTION WITH ANY TRANSFER OF
THIS NOTE WITHIN THE TIME PERIOD REFERRED TO IN RULE 144(k) UNDER THE SECURITIES
ACT AFTER THE ORIGINAL ISSUANCE OF THE NOTE, THE HOLDER MUST TRANSFER AND SUBMIT
THIS CERTIFICATE TO THE TRUSTEE. IF THE PROPOSED TRANSFEREE IS AN INSTITUTIONAL
ACCREDITED INVESTOR OR NON-U.S. PERSON, THE HOLDER MUST, PRIOR TO SUCH TRANSFER,
FURNISH TO THE TRUSTEE AND MASSEY ENERGY COMPANY SUCH CERTIFICATIONS, LEGAL
OPINIONS OR OTHER INFORMATION AS EITHER OF THEM MAY REASONABLY REQUIRE TO
CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A
TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIRE-


                                       B-1

<PAGE>

MENTS OF THE SECURITIES ACT. AS USED HEREIN, THE TERMS "OFFSHORE TRANSACTION",
"UNITED STATES" AND "U.S. PERSON" HAVE THE MEANINGS GIVEN TO THEM BY REGULATION
S UNDER THE SECURITIES ACT. THE INDENTURE CONTAINS A PROVISION REQUIRING THE
TRUSTEE TO REFUSE TO REGISTER ANY TRANSFER OF THIS NOTE IN VIOLATION OF THE
FOREGOING RESTRICTIONS.


                                       B-2

<PAGE>

                    [FORM OF ASSIGNMENT FOR RESTRICTED NOTES]

I or we assign and transfer this Note to:

             (Insert assignee's social security or tax I.D. number)


--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
             (Print or type name, address and zip code of assignee)

and irrevocably appoint:


--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

Agent to transfer this Note on the books of the Company. The Agent may
substitute another to act for him.

In connection with any transfer of this Note occurring prior to the date which
is the earlier of (i) the date the Shelf Registration Statement is declared
effective or (ii) the end of the period referred to in Rule 144(k) under the
Securities Act, the undersigned confirms without utilizing any general
solicitation or general advertising that:

                                   [Check One]

[  ]  (a)  This Note is being transferred in compliance with the exemption from
           registration under the Securities Act provided by Rule 144A
           thereunder.

                                       or

[  ]  (b)  This Note is being transferred other than in accordance with (a)
           above and documents are being furnished which comply with the
           conditions of transfer set forth in this Note and the Indenture.

If neither of the foregoing boxes is checked, the Trustee or Registrar shall not
be obligated to register this Note in the name of any person other than the
Holder hereof unless and until the conditions to any such transfer of
registration set forth herein and in Sections 2.16 and 2.17 of the Indenture
shall have been satisfied.

Date:                           Your Signature:
     -----------------------                   ---------------------------------
                                               (Sign exactly as your name
                                               appears on the face of this Note)

----------------------------
Signature Guaranteed
(Signature must be guaranteed by a participant in a recognized
signature guaranty medallion program or other signature
guarantor acceptable to the Trustee)


                                       B-3

<PAGE>

              TO BE COMPLETED BY PURCHASER IF (a) ABOVE IS CHECKED

         The undersigned represents and warrants that it is purchasing this Note
for its own account or an account with respect to which it exercises sole
investment discretion and that it and any such account is a "qualified
institutional buyer" within the meaning of Rule 144A under the Securities Act
and is aware that the sale to it is being made in reliance on Rule 144A and
acknowledges that it has received such information regarding the Company as the
undersigned has requested pursuant to Rule 144A or has determined not to request
such information and that it is aware that the transferor is relying upon the
undersigned's foregoing representations in order to claim the exemption from
registration provided by Rule 144A.

Dated:
      ------------------------------         -----------------------------------
                                             NOTICE:  To be executed by
                                                      an executive officer



                                       B-4

<PAGE>

                                                                       EXHIBIT C

                        [FORM OF LEGEND FOR GLOBAL NOTE]

         Any Global Note authenticated and delivered hereunder shall bear a
legend (which would be in addition to any other legends required in the case of
a Restricted Note) in substantially the following form:

         THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A
NOMINEE OF A DEPOSITORY. THIS NOTE IS NOT EXCHANGEABLE FOR NOTES REGISTERED IN
THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE EXCEPT IN THE
LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS NOTE
(OTHER THAN A TRANSFER OF THIS NOTE AS A WHOLE TO A NOMINEE OF THE DEPOSITORY OR
TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE) MAY BE REGISTERED EXCEPT IN
THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

         UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY (A NEW YORK CORPORATION) ("DTC") TO THE COMPANY OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
HAS AN INTEREST HEREIN.


                                       C-1

<PAGE>

                                                                       EXHIBIT D

                            Form of Certificate To Be

                          Delivered in Connection with

             Transfers to Non-QIB Institutional Accredited Investors

                                                               -----------, ----

WILMINGTON TRUST COMPANY
c/o Massey Energy Company
Rodney Square North
1100 North Market Street
Wilmington, Delaware   19890

Attention:  Corporate Capital Markets

                           Re:  Massey Energy Company (the "Company")
                                6.625% Senior Notes due 2010 (the "Notes")

Dear Sirs:

         In connection with our proposed purchase of $ ______ aggregate
principal amount of the Notes, we confirm that:

         1. We understand that any subsequent transfer of the Notes is subject
     to certain restrictions and conditions set forth in the Indenture dated as
     of November 10, 2003 relating to the Notes and we agree to be bound by, and
     not to resell, pledge or otherwise transfer the Notes except in compliance
     with such restrictions and conditions and the Securities Act of 1933, as
     amended (the "Securities Act") and all applicable state securities laws.

         2. We understand that the Notes have not been registered under the
     Securities Act or any other applicable securities laws and that the Notes
     may not be offered, sold, pledged or otherwise transferred except as
     permitted in the following sentence. We agree, on our own behalf and on
     behalf of any accounts for which we are acting as hereinafter stated, that
     if we should sell any Notes within the time period referred to in Rule
     144(k) of the Securities Act, we shall do so only (i) to the Company or any
     subsidiary thereof, (ii) in accordance with Rule 144A under the Securities
     Act to a "qualified institutional buyer" (as defined in Rule 144A), (iii)
     to an institutional "accredited investor" (as defined below) that, prior to
     such transfer, furnishes (or has furnished on its behalf by a U.S.
     broker-dealer) to you a signed letter substantially in the form of this
     letter and, at your request, an opinion of counsel acceptable to you and
     the Company that such transfer is in compliance with the Securities Act,
     (iv) outside the United States to persons other than U.S. persons in
     offshore transactions meeting the requirements of Rule 904 of Regu-


                                       D-1

<PAGE>

     lation S under the Securities Act, (v) pursuant to the exemption form
     registration provided by Rule 144 under the Securities Act (if applicable)
     or (vi) pursuant to an effective registration statement, and we further
     agree to provide to any person purchasing any of the Notes from us a notice
     advising such purchaser that resales of the Notes are restricted as stated
     herein.

         3. We understand that, on any proposed resale of any Notes, we shall be
     required to furnish to you and the Company such certifications, legal
     opinions and other information as you and the Company may reasonably
     require to confirm that the proposed sale complies with the foregoing
     restrictions. We further understand that the Notes purchased by us shall
     bear a legend to the foregoing effect.

         4. We are an institutional "accredited investor" (as defined in Rule
     501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act) and
     have such knowledge and experience in financial and business matters as to
     be capable of evaluating the merits and risks of our investment in the
     Notes, and we and any accounts for which we are acting each are able to
     bear the economic risk of our or its investment, as the case may be.

         5. We are acquiring the Notes purchased by us for our account or for
     one or more accounts (each of which is an institutional "accredited
     investor") as to each of which we exercise sole investment discretion.

         You are entitled to rely upon this letter and are irrevocably
authorized to produce this letter or a copy hereof to any interested party in
any administrative or legal proceeding or official inquiry with respect to the
matters covered hereby.

                                   Very truly yours,

                                   [Name of Transferee]

                                   By:
                                        ----------------------------------------



                                       D-2

<PAGE>

                                                                       EXHIBIT E

                       Form of Certificate To Be Delivered
                          in Connection with Transfers
                            Pursuant to Regulation S

                                                                ----------, ----



WILMINGTON TRUST COMPANY
c/o Massey Energy Company
Rodney Square North
1100 North Market Street
Wilmington, Delaware   19890

Attention:  Corporate Capital Markets

                           Re:  Massey Energy Company (the "Company")
                                6.625% Senior Notes due 2010 (the "Notes")

Dear Sirs:

         In connection with our proposed sale of $__________ aggregate principal
amount of the Notes, we confirm that such sale has been effected pursuant to and
in accordance with Regulation S under the U.S. Securities Act of 1933, as
amended (the "Securities Act"), and, accordingly, we represent that:

         (1) the offer of the Notes was not made to a U.S. person or to a person
     in the United States;

         (2) either (a) at the time the buy offer was originated, the transferee
     was outside the United States or we and any person acting on our behalf
     reasonably believed that the transferee was outside the United States, or
     (b) the transaction was executed in, on or through the facilities of a
     designated offshore securities market and neither we nor any person acting
     on our behalf knows that the transaction has been prearranged with a buyer
     in the United States;

         (3) no directed selling efforts have been made in the United States in
     contravention of the requirements of Rule 903(b) or Rule 904(b) of
     Regulation S, as applicable;

         (4) the transaction is not part of a plan or scheme to evade the
     registration requirements of the Securities Act; and



                                       E-1

<PAGE>

         (5) we have advised the transferee of the transfer restrictions
     applicable to the Notes.

         You and the Company are each entitled to rely upon this letter and are
irrevocably authorized to produce this letter or a copy hereof to any interested
party in any administrative or legal proceedings or official inquiry with
respect to the matters covered hereby. Terms used in this certificate have the
meanings set forth in Regulation S.

                                 Very truly yours,

                                 [Name of Transferor]

                                 By:
                                      ------------------------------------------



                                       E-2

<PAGE>

                                                                       EXHIBIT F

                            [FORM OF NOTE GUARANTEE]

         Each of the undersigned (the "Guarantors") hereby jointly and severally
unconditionally guarantees, to the extent set forth in the Indenture dated as of
November 10, 2003, by and between Massey Energy Company, as issuer, the
Guarantors and Wilmington Trust Company, as Trustee (as amended, restated or
supplemented from time to time, the "Indenture"), and subject to the provisions
of the Indenture, (a) the due and punctual payment of the principal of, and
premium, if any, and interest on the Notes, when and as the same shall become
due and payable, whether at maturity, by acceleration or otherwise, the due and
punctual payment of interest on overdue principal of, and premium and, to the
extent permitted by law, interest, and the due and punctual performance of all
other obligations of the Company to the Holders or the Trustee, all in
accordance with the terms set forth in Article Ten of the Indenture, and (b) in
case of any extension of time of payment or renewal of any Notes or any of such
other obligations, that 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.

         The obligations of the Guarantors to the Holders and to the Trustee
pursuant to this Note Guarantee and the Indenture are expressly set forth in
Article Ten of the Indenture and reference is hereby made to the Indenture for
the precise terms and limitations of this Note Guarantee.

                         [Signatures on Following Pages]


                                      F-1

<PAGE>

         IN WITNESS WHEREOF, each of the Guarantors has caused this Note
Guarantee to be signed by a duly authorized officer.

                                    The Guarantors:

                                    [NAME OF GUARANTOR]



                                    By:
                                           -------------------------------------
                                           Name:
                                           Title:





Dated:  November 10, 2003

                                       F-2