exhibit42.htm


    EXHIBIT
4.2

    SECOND
SUPPLEMENTAL INDENTURE

    


    


    SECOND SUPPLEMENTAL INDENTURE,
dated as of July 20, 2009 (the “Supplemental Indenture”), among Massey Energy
Company, a Delaware corporation, as issuer (the “Issuer”), the Guarantors (as
defined in the Indenture (defined below)), West Kentucky Energy Company, a
Kentucky corporation (the “New Subsidiary”), and Wilmington Trust Company, as
trustee (the “Trustee”).

    


    W
I T N E S S E T H

    


    WHEREAS, the Issuer, the
Guarantors and the Trustee executed that certain Indenture, (the “Base
Indenture”), dated as of November 10, 2003, by and among the Issuer, the
Guarantors (defined therein) and the Trustee, as supplemented by that First
Supplemental Indenture, dated as of August 19, 2008 (together with the Base
Indenture and as amended and supplemented, the “Indenture”), providing for the
issuance of the 6.625% Senior Notes due 2010 in the principal amount of up to
Three Hundred Sixty Million and 00/100 Dollars ($360,000,000).

    


    WHEREAS, the New Subsidiary
was incorporated in the State of Kentucky on June 5, 2009.

    


    WHEREAS, Sidney Coal Company,
Inc., an indirect wholly-owned subsidiary of the Issuer, on June 30, 2009
capitalized, and became the sole parent of, the New Subsidiary.

    


    WHEREAS, the New Subsidiary
desires to incur Indebtedness and to guarantee the Indebtedness of the Issuer
and/or its wholly-owned subsidiaries, to the extent permitted by the
Indenture.

    


    WHEREAS, pursuant to Section
10.04 of the Base Indenture, the New Subsidiary desires to become a Guarantor
under the Indenture.

    


    WHEREAS, Section 10.04 of the
Base Indenture provides that supplemental indentures may be executed and
delivered by the Issuer, the Guarantors and the Trustee for the purpose of
amending or supplementing the Indenture so that a Restricted Subsidiary may
become a party to the Indenture and issue a Note Guarantee, as attached hereto
as Exhibit A.

    


    WHEREAS, all other acts and
proceedings necessary have been done to make this Supplemental Indenture, when
executed and delivered by the Issuer, the Guarantors and the Trustee, the legal,
valid and binding agreement of the Issuer and the Guarantors in accordance with
its terms.

    


    NOW THEREFORE, for good and
valuable consideration, the sufficiency and receipt of which are hereby
acknowledged, the parties, intending to be legally bound, agree as
follows:

    


    Section 1.  Confirmation of the
Indenture; Definitions.  Except as supplemented hereby, the
Indenture is hereby confirmed and reaffirmed in all
particulars.  Anything in the Indenture or herein to the contrary
notwithstanding, all recitals, definitions and provisions contained in this
Supplemental Indenture shall take precedence over the recitals, definitions and
provisions of the 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Indenture
to the extent of any conflict between the two.  Unless otherwise
defined herein, terms defined in the Indenture and used herein shall have the
meaning given them in the Indenture.

    


    Section
2.  (a)  The New Subsidiary hereby executes this Agreement
as a supplemental indenture to the Indenture for the purpose of issuing a Note
Guarantee, as set forth in Exhibit A,  and agrees to be subject to all
of the terms, conditions, waivers and covenants applicable to a Guarantor under
the Indenture.  Upon its execution hereof, the New Subsidiary hereby
acknowledges that it shall be a Guarantor for all purposes set forth in the
Indenture, effective as of the date hereof.

    


    (b)           None
of the shareholders, trustees or officers of the New Subsidiary shall be
personally liable for the New Subsidiary’s obligations as a Guarantor arising
under the Indenture.

    


    Section 3.  Conditions to Effectivess of
Supplemental Indenture and to Operation of Amendments Made
Hereby.  This Supplemental Indenture shall become effective
immediately upon its execution by the Trustee, the Issuer and the
Guarantors.

    


    Section 4.  Counterparts.  This
Supplemental Indenture may be executed in any number of counterparts, each of
which so executed shall be deemed to be an original, but all such counterparts
shall together constitute but one and the same instrument.

    


    Section 5.  Severability.  In
case any provision in this Supplemental Indenture shall be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining
provisions shall not in any way be effected or impaired thereby.

    


    Section 6.  Governing
Law.  This Supplemental Indenture shall be governed by and
construed in accordance with the laws of the State of New York.

    


    Section 7.  Trustee.  The
Trustee makes no representation as the validity or sufficiency of this
Supplemental Indenture.

    


    


    


    


    [Signature
page follows.]

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

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

    


    
      	
               
      

            	
              MASSEY
      ENERGY COMPANY

            


    

     

    
      
        	
                 
      

              	
                By: /s/ Richard R.
      Grinnan

              
	 	Name: 
      Richard R. Grinnan
	 	Title: 
      Vice President and Secretary
	 	 
	 	WEST KENTUCKY ENERGY
      COMPANY
	 	 
	 	By: 
      /s/ Richard R.
      Grinnan
	 	Name: 
      Richard R. Grinnan
	 	Title: 
      Secretary


      

    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
       

    

    
      
        	 	GUARANTORS:
	 	 
	
                 
      

              	
                A.
      T. MASSEY COAL COMPANY, INC.

              


      

    

    
      	
               
      

            	
              ALEX
      ENERGY, INC.

            


    

    
      	
               
      

            	
              ARACOMA
      COAL COMPANY, INC.

            


    

    
      	
               
      

            	
              BANDMILL
      COAL CORPORATION

            


    

    
      	
               
      

            	
              BANDYTOWN
      COAL COMPANY

            


    

    
      	
               
      

            	
              BARNABUS
      LAND COMPANY

            


    

    
      	
               
      

            	
              BELFRY
      COAL CORPORATION

            


    

    
      	
               
      

            	
              BEN
      CREEK COAL COMPANY

            


    

    
      	
               
      

            	
              BIG
      BEAR MINING COMPANY

            


    

    
      	
               
      

            	
              BIG
      SANDY VENTURE CAPITAL CORP.

            


    

    
      	
               
      

            	
              BLACK
      KING MINE DEVELOPMENT CO.

            


    

    
      	
               
      

            	
              BLUE
      RIDGE VENTURE CAPITAL CORP.

            


    

    
      	
               
      

            	
              BOONE
      EAST DEVELOPMENT CO.

            


    

    
      	
               
      

            	
              BOONE
      ENERGY COMPANY

            


    

    
      	
               
      

            	
              BOONE
      WEST DEVELOPMENT CO.

            


    

    
      	
               
      

            	
              CENTRAL
      PENN ENERGY COMPANY, INC.

            


    

    
      	
               
      

            	
              CENTRAL
      WEST VIRGINIA ENERGY COMPANY

            


    

    
      	
               
      

            	
              CERES
      LAND COMPANY

            


    

    
      	
               
      

            	
              CLEAR
      FORK COAL COMPANY

            


    

    
      	
               
      

            	
              CRYSTAL
      FUELS COMPANY

            


    

    
      	
               
      

            	
              DEHUE
      COAL COMPANY

            


    

    
      	
               
      

            	
              DELBARTON
      MINING COMPANY

            


    

    
      	
               
      

            	
              DEMETER
      LAND COMPANY

            


    

    
      	
               
      

            	
              DOUGLAS
      POCAHONTAS COAL CORPORATION

            


    

    
      	
               
      

            	
              DRIH
      CORPORATION

            


    

    
      	
               
      

            	
              DUCHESS
      COAL COMPANY

            


    

    
      	
               
      

            	
              DUNCAN
      FORK COAL COMPANY

            


    

    
      	
               
      

            	
              EAGLE
      ENERGY, INC.

            


    

    
      	
               
      

            	
              ELK
      RUN COAL COMPANY, INC.

            


    

    
      	
               
      

            	
              FEATS
      VENTURE CAPITAL CORP.

            


    

    
      	
               
      

            	
              GOALS
      COAL COMPANY

            


    

    
      	
               
      

            	
              GREEN
      VALLEY COAL COMPANY

            


    

    
      	
               
      

            	
              GREYEAGLE
      COAL COMPANY

            


    

    
      	
               
      

            	
              HADEN
      FARMS, INC.

            


    

    
      	
               
      

            	
              HANNA
      LAND COMPANY, LLC

            


    

    (by ALEX ENERGY, INC., its
Manager)

    
      	
               
      

            	
              HAZY
      RIDGE COAL COMPANY

            


    

    
      	
               
      

            	
              HIGHLAND
      MINING COMPANY

            


    

    
      	
               
      

            	
              HOPKINS
      CREEK COAL COMPANY

            


    

    
      	
               
      

            	
              INDEPENDENCE
      COAL COMPANY, INC.

            


    

    
      	
               
      

            	
              JACKS
      BRANCH COAL COMPANY

            


    

    
      	
               
      

            	
              JOBONER
      COAL COMPANY

            


    

    
      	
               
      

            	
              KANAWHA
      ENERGY COMPANY

            


    

    
      	
               
      

            	
              KNOX
      CREEK COAL CORPORATION

            


    

    
      	
               
      

            	
              LAUREN
      LAND COMPANY

            


    

    
      	
               
      

            	
              LAXARE,
      INC.

            


    

    
      	
               
      

            	
              LOGAN
      COUNTY MINE SERVICES, INC.

            


    

    
      	
               
      

            	
              LONG
      FORK COAL COMPANY

            


    

    
      	
               
      

            	
              LYNN
      BRANCH COAL COMPANY, INC.

            


    

    
      	
               
      

            	
              MAJESTIC
      MINING, INC.

            


    

    
      	
               
      

            	
              MARFORK
      COAL COMPANY, INC.

            


    

    
      	
               
      

            	
              MARTIN
      COUNTY COAL CORPORATION

            


    

    
      	
               
      

            	
              MASSEY
      COAL SALES COMPANY, INC.

            


    

    
      	
               
      

            	
              MASSEY
      GAS & OIL COMPANY

            


    

    
      	
               
      

            	
              MASSEY
      TECHNOLOGY INVESTMENTS, INC.

            


    

    
      	
               
      

            	
              NEW
      MARKET LAND COMPANY

            


    

    
      	
               
      

            	
              NEW
      RIDGE MINING COMPANY

            


    

    
      	
               
      

            	
              NEW
      RIVER ENERGY CORPORATION

            


    

    
      	
               
      

            	
              NICCO
      CORPORATION

            


    

    
      	
               
      

            	
              NICHOLAS
      ENERGY COMPANY

            


    

    
      	
               
      

            	
              OMAR
      MINING COMPANY

            


    

    
      	
               
      

            	
              PEERLESS
      EAGLE COAL CO.

            


    

    
      	
               
      

            	
              PERFORMANCE
      COAL COMPANY

            


    

    
      	
               
      

            	
              PETER
      CAVE MINING COMPANY

            


    

    
      	
               
      

            	
              PILGRIM
      MINING COMPANY, INC.

            


    

    
      	
               
      

            	
              POWER
      MOUNTAIN COAL COMPANY

            


    

    
      	
               
      

            	
              RAVEN
      RESOURCES, INC.

            


    

    
      	
               
      

            	
              RAWL
      SALES & PROCESSING CO.

            


    

    
      	
               
      

            	
              ROAD
      FORK DEVELOPMENT COMPANY, INC.

            


    

    
      	
               
      

            	
              ROBINSON-PHILLIPS
      COAL COMPANY

            


    

    
      	
               
      

            	
              RUM
      CREEK COAL SALES, INC.

            


    

    
      	
               
      

            	
              RUSSELL
      FORK COAL COMPANY

            


    

    
      	
               
      

            	
              SC
      COAL CORPORATION

            


    

    
      	
               
      

            	
              SCARLET
      DEVELOPMENT COMPANY

            


    

    
      	
               
      

            	
              SHANNON-POCAHONTAS
      COAL CORPORATION

            


    

    
      	
               
      

            	
              SHANNON-POCAHONTAS
      MINING COMPANY

            


    

    
      	
               
      

            	
              (by:
      SHANNON-POCAHONTAS COAL

            


    

    
      	
               
      

            	
              CORPORATION,
      its partner

            


    

    
      	
               
      

            	
              by:
      OMAR MINING COMPANY, its partner)

            


    

    
      	
               
      

            	
              SHENANDOAH
      CAPITAL MANAGEMENT CORP.

            


    

    
      	
               
      

            	
              SIDNEY
      COAL COMPANY, INC.

            


    

    
      	
               
      

            	
              SPARTAN
      MINING COMPANY

            


    

    
      	
               
      

            	
              ST.
      ALBAN’S CAPITAL MANAGEMENT CORP.

            


    

    
      	
               
      

            	
              STIRRAT
      COAL COMPANY

            


    

    
      	
               
      

            	
              STONE
      MINING COMPANY

            


    

    
      	
               
      

            	
              SUPPORT
      MINING COMPANY

            


    

    
      	
               
      

            	
              SYCAMORE
      FUELS, INC.

            


    

    
      	
               
      

            	
              T.C.H.
      COAL CO.

            


    

    
      	
               
      

            	
              TALON
      LOADOUT COMPANY

            


    

    
      	
               
      

            	
              TENNESSEE
      CONSOLIDATED COAL COMPANY

            


    

    
      	
               
      

            	
              TENNESSEE
      ENERGY CORP.

            


    

    
      	
               
      

            	
              THUNDER
      MINING COMPANY

            


    

    
      	
               
      

            	
              TOWN
      CREEK COAL COMPANY

            


    

    
      	
               
      

            	
              TRACE
      CREEK COAL COMPANY

            


    

    
      	
               
      

            	
              TUCSON
      LIMITED LIABILITY COMPANY,

            


    

    (by: ALEX ENERGY, INC., its
Manager)

    
      	
               
      

            	
              VANTAGE
      MINING COMPANY

            


    

    
      	
               
      

            	
              WHITE
      BUCK COAL COMPANY

            


    

    
      	
               
      

            	
              WILLIAMS
      MOUNTAIN COAL COMPANY

            


    

    
      	
               
      

            	
              WYOMAC
      COAL COMPANY, INC.

            


    

     

    
      
        	
                 
      

              	
                By: /s/ Richard R.
      Grinnan

              
	 	Name: 
      Richard R. Grinnan        
	 	Title: 
      Secretary
	 	 
	 	MASSEY COAL SERVICES,
      INC.
	 	 
	 	By: 
      /s/ Richard R.
      Grinnan
	 	Name: 
      Richard R. Grinnan
	 	Title: 
      Assistant Secretary


      

    

       

    
      	
               
      

            	
              WILMINGTON TRUST
      COMPANY, as Trustee

            


    

    
      
      

    

     

    
      	
               
      

            	
              By:  /s/ Michael G. Oller,
      Jr.

            


    

    
      	
               
      

            	
              Name:
      Michael G. Oller, Jr.

            


    

    
      	
               
      

            	
              Title:
      Assistant Vice President

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    EXHIBIT
A

    


    NOTE
GUARANTEE

    


    The undersigned (the “Guarantor”)
hereby jointly and severally unconditionally guarantees, to the extent set forth
in the Indenture (the “Base Indenture”), dated as of November 10, 2003, by and
among Massey Energy Company, as issuer, the Guarantors (as defined therein) and
Wilmington Trust Company, as Trustee, as supplemented by the First Supplemental
Indenture, dated as of August 22, 2008 (together with the Base Indenture and 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 Issuer to the Holders or the
Trustee, all in accordance with the terms set forth in Article Ten of the Base
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 Base Indenture and reference is
hereby made to the Indenture for the precise terms and limitations of this Note
Guarantee.

    


    Capitalized terms not otherwise defined
herein shall have the meanings set forth in the Indenture.

    


    


    [Signature
Page Follows]

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    IN WITNESS WHEREOF, the Guarantor has
caused this Note Guarantee to be signed by a duly authorized
officer.

    


    


     

    
      
        	
                 

              	
                 

              	 
	 	WEST
      KENTUCKY ENERGY COMPANY	 
	 	 	 
	 	By: 
      __________________________________  	 
	 	Name: 
      Richard R. Grinnan	 
	 	Title: 
      Secretary	 
	 	 	 
	 	 	 


      

    

    


    


    


    Dated:  July
20, 2009