Common use of Table of Contents, Headings, etc Clause in Contracts

Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table 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 of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof. SIGNATURES Dated as of December 14, 1998 AEI RESOURCES, INC. By: /s/ Xxxx X. Xxxx ________________________ Name: Xxxx X. Xxxx Title: Confirmed and agreed to as Guarantors: 17 WEST MINING, INC., ACECO, INC., XXXXXXXXX MINING, INC., AEI COAL SALES COMPANY, INC., AEI HOLDING COMPANY, INC. AEI RESOURCES HOLDING, INC., AMERICOAL DEVELOPMENT COMPANY, APPALACHIAN REALTY COMPANY, AYRSHIRE LAND COMPANY, BELLAIRE TRUCKING COMPANY, BLUEGRASS COAL DEVELOPMENT COMPANY, BOWIE RESOURCES LIMITED CC COAL COMPANY, COAL VENTURES HOLDING COMPANY, INC., EAST KENTUCKY ENERGY CORPORATION, EMPLOYEE BENEFITS MANAGEMENT, INC., ENCOAL CORPORATION, ENERZ CORPORATION, EVERGREEN MINING COMPANY, FAIRVIEW LAND COMPANY, FRANKLIN COAL SALES COMPANY, GRASSY COVE COAL MINING COMPANY, HERITAGE MINING COMPANY, HIGHLAND COAL, INC., XXXXX-XXXXX CO., INC., XXXXXX COAL COMPANY, XXXXXX RESOURCES, INC., XXXXXX RESOURCES MANAGEMENT, INC., MEADOWLARK, INC., MEGA MINERALS, INC., MIDWEST COAL SALES COMPANY, MID-VOL LEASING, INC. MINING TECHNOLOGIES, INC., MOUNTAIN-CLAY, INCORPORATED (d/b/a Mountain Clay, Inc.), PHOENIX LAND COMPANY, PREMIUM PROCESSING, INC., PREMIUM COAL DEVELOPMENT COMPANY, PRO-LAND, INC. (d/b/a Kem Coal Company) R. & F. COAL COMPANY, RIVER COAL COMPANY, INC., ROARING CREEK COAL COMPANY, SHIPYARD RIVER COAL TERMINAL COMPANY, STRAIGHT CREEK COAL RESOURCES COMPANY, TENNESSEE MINING, INC., TURRIS COAL COMPANY, WYOMING COAL TECHNOLOGY, INC., XXXXXXX COAL HOLDING COMPANY, XXXXXXX ENVIRONMENTAL SERVICES COMPANY, ZENERGY, INC., each as Guarantor By: /s/ Xxxx X. Xxxx ________________________________ Name: Xxxx X. Xxxx Title: BEECH COAL COMPANY, CANNELTON, INC., CANNELTON INDUSTRIES, INC., CANNELTON LAND COMPANY, CANNELTON SALES COMPANY, XXXX COAL & DOCK COMPANY, XXXXXX HOLDINGS, INC., KANAWHA CORPORATION, KINDILL HOLDING, INC., KINDILL MINING, INC., MIDWEST COAL COMPANY , MOUNTAINEER COAL DEVELOPMENT COMPANY, MOUNTAIN COALS CORPORATION, OLD BEN COAL COMPANY, WEST VIRGINIA-INDIANA COAL HOLDING COMPANY, INC., each as Guarantor By: /s/ Xxxxxxx X. Xxxxxxxxx _______________________________ Name: Xxxxxxx X. Xxxxxxxxx Title: BENTLEY COAL COMPANY, SKYLINE COAL COMPANY, KENTUCKY PRINCE MINING COMPANY, each as Guarantor By: GRASSY COVE COAL MINING COMPANY, ROARING CREEK COAL COMPANY, each as General Partner of each of the entities listed above By: /s/ Xxxx X. Xxxx _________________________________ Name: Xxxx X. Xxxx Title: NUCOAL, LLC, as Guarantor By: AMERICOAL DEVELOPMENT COMPANY ENCOAL CORPORATION each as Member By: /s/ Xxxx X. Xxxx _________________________________ Name: Xxxx X. Xxxx Title: STATE STREET BANK AND TRUST COMPANY, as Trustee By: /s/ Xxxxx X. Xxxxxx _________________________________ Name: Xxxxx X. Xxxxxx Title: Vice President EXHIBIT A-1 (FACE OF NOTE) ===============================================================================

Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table 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 of this Indenture and shall will in no way modify or restrict any of the terms or provisions hereof. SIGNATURES [Signatures on following page] Dated as of December 14July 30, 1998 AEI 2004 SIGNATURES FOUNDATION PA COAL COMPANY By: /s/ Xxxxx X. Xxxx ------------------------------------ Name: Xxxxx X. Xxxx Title: Vice President FOUNDATION COAL CORPORATION By: /s/ Xxxxxx X. Xxxxxxx ------------------------------------ Name: Xxxxxx X. Xxxxxxx Title: President By: /s/ Xxxxx X. Xxxxx ------------------------------------ Name: Xxxxx X. Xxxxx Title: Secretary ALLIANCE POWER MARKETING, INC. By: /s/ Xxxxx X. Xxxx ------------------------------------ Name: Xxxxx X. Xxxx Title: Vice President XXXXXXX HOLDINGS INC. By: /s/ Xxxx X. Xxxxxxx ------------------------------------ Name: Xxxx X. Xxxxxxx Title: Treasurer CASTLE GATE HOLDING COMPANY By: /s/ Xxxxx X. Xxxx ------------------------------------ Name: Xxxxx X. Xxxx Title: Vice President COAL GAS RECOVERY, LP BY: PENNSYLVANIA SERVICES CORPORATION, AS GENERAL PARTNER By: /s/ Xxxxx X. Xxxx ------------------------------------ Name: Xxxxx X. Xxxx Title: Vice President CUMBERLAND COAL RESOURCES, LP, F/K/A RAG CUMBERLAND RESOURCES, LP BY: PENNSYLVANIA SERVICES CORPORATION, AS GENERAL PARTNER By: /s/ Xxxxx X. Xxxx ------------------------------------ Name: Xxxxx X. Xxxx Title: Vice President DELTA MINE HOLDING COMPANY By: /s/ Xxxxx X. Xxxx ------------------------------------ Name: Xxxxx X. Xxxx Title: Vice President EMERALD COAL RESOURCES, LP, F/K/A RAG EMERALD RESOURCES, LP BY: PENNSYLVANIA SERVICES CORPORATION, AS GENERAL PARTNER By: /s/ Xxxxx X. Xxxx ------------------------------------ Name: Xxxxx X. Xxxx Title: Vice President ENERGY DEVELOPMENT CORPORATION By: /s/ Xxxxx X. Xxxx ------------------------------------ Name: Xxxxx X. Xxxx Title: Vice President FOUNDATION AMERICAN COAL COMPANY, LLC, F/K/A/ RAG AMERICAN COAL COMPANY, LLC By: /s/ Xxxxx X. Xxxx ------------------------------------ Name: Xxxxx X. Xxxx Title: Vice President FOUNDATION COAL DEVELOPMENT CORPORATION, F/K/A RAG COAL DEVELOPMENT CORPORATION By: /s/ Xxxxx X. Xxxx ------------------------------------ Name: Xxxxx X. Xxxx Title: Vice President FOUNDATION COAL HOLDING, INC., F/K/A RAG AMERICAN COAL HOLDING, INC. By: /s/ Xxxxx X. Xxxx ------------------------------------ Name: Xxxxx X. Xxxx Title: Senior Vice President FOUNDATION COAL RESOURCES CORPORATION, F/K/A RAG CONSOLIDATED LAND CORPORATION By: /s/ Xxxxx X. Xxxx ------------------------------------ Name: Xxxxx X. Xxxx Title: Vice President FOUNDATION COAL WEST, INC., F/K/A RAG COAL WEST, INC. By: /s/ Xxxxx X. Xxxx ------------------------------------ Name: Xxxxx X. Xxxx Title: Vice President FOUNDATION ENERGY SALES, INC., F/K/A RAG ENERGY SALES, INC. By: /s/ Xxxxx X. Xxxx ------------------------------------ Name: Xxxxx X. Xxxx Title: Vice President FOUNDATION EQUIPMENT COMPANY, F/K/A RAG EQUIPMENT COMPANY By: /s/ Xxxxx X. Xxxx ------------------------------------ Name: Xxxxx X. Xxxx Title: Vice President FOUNDATION MIDWEST HOLDING COMPANY, F/K/A RAG MIDWEST HOLDING COMPANY By: /s/ Xxxxx X. Xxxx ------------------------------------ Name: Xxxxx X. Xxxx Title: Vice President FOUNDATION ROYALTY COMPANY, F/K/A RAG ROYALTY COMPANY By: /s/ Xxxxx X. Xxxx ------------------------------------ Name: Xxxxx X. Xxxx Title: Vice President FOUNDATION WYOMING LAND COMPANY, F/K/A RAG WYOMING LAND COMPANY By: /s/ Xxxxx X. Xxxx ------------------------------------ Name: Xxxxx X. Xxxx Title: Vice President FREEPORT MINING, LP, F/K/A RAG FREEPORT MINING, LP BY: PENNSYLVANIA SERVICES CORPORATION, AS GENERAL PARTNER By: /s/ Xxxxx X. Xxxx ------------------------------------ Name: Xxxxx X. Xxxx Title: Vice President FREEPORT RESOURCES CORPORATION, F/K/A RAG FREEPORT RESOURCES CORPORATION By: /s/ Xxxxx X. Xxxx ------------------------------------ Name: Xxxxx X. Xxxx Title: Vice President KINGSTON MINING, INC. By: /s/ Xxxx X. Xxxxxxx ------------------------------------ Name: Xxxx X. Xxxxxxx Title: Treasurer KINGSTON PROCESSING, INC. By: /s/ Xxxx X. Xxxxxxx ------------------------------------ Name: Xxxx X. Xxxxxxx Title: Treasurer KINGSTON RESOURCES, INC. By: /s/ Xxxx X. Xxxx ________________________ Xxxxxxx ------------------------------------ Name: Xxxx X. Xxxx Xxxxxxx Title: Confirmed and agreed to as Guarantors: 17 WEST MINING, INC., ACECO, INC., XXXXXXXXX MINING, INC., AEI COAL SALES COMPANY, INC., AEI HOLDING COMPANY, INC. AEI RESOURCES HOLDING, INC., AMERICOAL DEVELOPMENT COMPANY, APPALACHIAN REALTY COMPANY, AYRSHIRE LAND COMPANY, BELLAIRE TRUCKING COMPANY, BLUEGRASS COAL DEVELOPMENT COMPANY, BOWIE RESOURCES LIMITED CC COAL COMPANY, COAL VENTURES HOLDING COMPANY, INC., EAST KENTUCKY ENERGY CORPORATION, EMPLOYEE BENEFITS MANAGEMENT, INC., ENCOAL CORPORATION, ENERZ CORPORATION, EVERGREEN MINING COMPANY, FAIRVIEW LAND COMPANY, FRANKLIN COAL SALES COMPANY, GRASSY COVE COAL MINING COMPANY, HERITAGE MINING COMPANY, HIGHLAND COAL, INC., XXXXX-XXXXX Treasurer LAUREL CREEK CO., INC., XXXXXX COAL COMPANY, XXXXXX RESOURCES, INC., XXXXXX RESOURCES MANAGEMENT, INC., MEADOWLARK, INC., MEGA MINERALS, INC., MIDWEST COAL SALES COMPANY, MID-VOL LEASING, INC. MINING TECHNOLOGIES, INC., MOUNTAIN-CLAY, INCORPORATED (d/b/a Mountain Clay, Inc.), PHOENIX LAND COMPANY, PREMIUM PROCESSING, INC., PREMIUM COAL DEVELOPMENT COMPANY, PRO-LAND, INC. (d/b/a Kem Coal Company) R. & F. COAL COMPANY, RIVER COAL COMPANY, INC., ROARING CREEK COAL COMPANY, SHIPYARD RIVER COAL TERMINAL COMPANY, STRAIGHT CREEK COAL RESOURCES COMPANY, TENNESSEE MINING, INC., TURRIS COAL COMPANY, WYOMING COAL TECHNOLOGY, INC., XXXXXXX COAL HOLDING COMPANY, XXXXXXX ENVIRONMENTAL SERVICES COMPANY, ZENERGY, INC., each as Guarantor By: /s/ Xxxx X. Xxxx ________________________________ Xxxxxxx ------------------------------------ Name: Xxxx X. Xxxxxxx Title: Treasurer MAPLE MEADOW MINING COMPANY By: /s/ Xxxxx X. Xxxx ------------------------------------ Name: Xxxxx X. Xxxx Title: BEECH Vice President NEWEAGLE COAL COMPANY, CANNELTON, INC., CANNELTON INDUSTRIES, INC., CANNELTON LAND COMPANY, CANNELTON SALES COMPANY, XXXX COAL & DOCK COMPANY, XXXXXX HOLDINGS, INC., KANAWHA CORPORATION, KINDILL HOLDING, INC., KINDILL MINING, INC., MIDWEST COAL COMPANY , MOUNTAINEER COAL DEVELOPMENT COMPANY, MOUNTAIN COALS CORPORATION, OLD BEN COAL COMPANY, WEST VIRGINIA-INDIANA COAL HOLDING COMPANY, INC., each as Guarantor By: /s/ Xxxxxxx X. Xxxxxxxxx _______________________________ Name: Xxxxxxx X. Xxxxxxxxx Title: BENTLEY COAL COMPANY, SKYLINE COAL COMPANY, KENTUCKY PRINCE MINING COMPANY, each as Guarantor By: GRASSY COVE COAL MINING COMPANY, ROARING CREEK COAL COMPANY, each as General Partner of each of the entities listed above CORP. By: /s/ Xxxx X. Xxxx _________________________________ Xxxxxxx ------------------------------------ Name: Xxxx X. Xxxx Xxxxxxx Title: NUCOAL, LLC, as Guarantor By: AMERICOAL Treasurer NEWEAGLE DEVELOPMENT COMPANY ENCOAL CORPORATION each as Member CORP. By: /s/ Xxxx X. Xxxx _________________________________ Xxxxxxx ------------------------------------ Name: Xxxx X. Xxxxxxx Title: Treasurer NEWEAGLE INDUSTRIES, INC. By: /s/ Xxxx X. Xxxxxxx ------------------------------------ Name: Xxxx X. Xxxxxxx Title: Treasurer NEWEAGLE MINING CORP. By: /s/ Xxxx X. Xxxxxxx ------------------------------------ Name: Xxxx X. Xxxxxxx Title: Treasurer XXXXX PROCESSING INC. By: /s/ Xxxx X. Xxxxxxx ------------------------------------ Name: Xxxx X. Xxxxxxx Title: Treasurer XXXXXXX BRANCH MINING, INC. By: /s/ Xxxx X. Xxxxxxx ------------------------------------ Name: Xxxx X. Xxxxxxx Title: Treasurer PENNSYLVANIA LAND HOLDINGS CORPORATION By: /s/ Xxxxx X. Xxxx ------------------------------------ Name: Xxxxx X. Xxxx Title: STATE STREET BANK AND TRUST Vice President PENNSYLVANIA SERVICES CORPORATION By: /s/ Xxxxx X. Xxxx ------------------------------------ Name: Xxxxx X. Xxxx Title: Vice President PIONEER FUEL CORPORATION By: /s/ Xxxx X. Xxxxxxx ------------------------------------ Name: Xxxx X. Xxxxxxx Title: Treasurer PIONEER MINING, INC. By: /s/ Xxxx X. Xxxxxxx ------------------------------------ Name: Xxxx X. Xxxxxxx Title: Treasurer PLATEAU MINING CORPORATION By: /s/ Xxxxx X. Xxxx ------------------------------------ Name: Xxxxx X. Xxxx Title: Vice President RIVER PROCESSING CORPORATION, F/K/A RAG RIVER PROCESSING CORPORATION By: /s/ Xxxxx X. Xxxx ------------------------------------ Name: Xxxxx X. Xxxx Title: Vice President RED ASH SALES COMPANY, INC. By: /s/ Xxxx X. Xxxxxxx ------------------------------------ Name: Xxxx X. Xxxxxxx Title: Treasurer RIVEREAGLE CORP. By: /s/ Xxxx X. Xxxxxxx ------------------------------------ Name: Xxxx X. Xxxxxxx Title: Treasurer RIVERTON CAPITAL VENTURES I, LIMITED LIABILITY COMPANY By: /s/ Xxxxx X. Xxxxxxxx ------------------------------------ Name: Xxxxx X. Xxxxxxxx Title: Manager RIVERTON CAPITAL VENTURES II, LIMITED LIABILITY COMPANY By: /s/ Xxxxx X. Xxxxxxxx ------------------------------------ Name: Xxxxx X. Xxxxxxxx Title: Manager RIVERTON COAL PRODUCTION, INC. By: /s/ Xxxx X. Xxxxxxx ------------------------------------ Name: Xxxx X. Xxxxxxx Title: Treasurer RIVERTON COAL SALES, INC. By: /s/ Xxxx X. Xxxxxxx ------------------------------------ Name: Xxxx X. Xxxxxxx Title: Treasurer ROCKSPRING DEVELOPMENT, INC. By: /s/ Xxxx X. Xxxxxxx ------------------------------------ Name: Xxxx X. Xxxxxxx Title: Treasurer RUHRKOHLE TRADING CORPORATION By: /s/ Xxxx X. Xxxxxxx ------------------------------------ Name: Xxxx X. Xxxxxxx Title: Treasurer XXXXXXX FORK MINING, INC. By: /s/ Xxxx X. Xxxxxxx ------------------------------------ Name: Xxxx X. Xxxxxxx Title: Treasurer SOUTHERN RESOURCES, INC. By: /s/ Xxxxx X. Xxxx ------------------------------------ Name: Xxxxx X. Xxxx Title: Vice President WABASH MINE HOLDING COMPANY By: /s/ Xxxxx X. Xxxx ------------------------------------ Name: Xxxxx X. Xxxx Title: Vice President XXXXXXX HOLDING COMPANY By: /s/ Xxxxx X. Xxxx ------------------------------------ Name: Xxxxx X. Xxxx Title: Vice President Dated as of July 30, 2004 SIGNATURES The Bank of New York, as Trustee By: /s/ Xxxxx X. Xxxxxxx Xxxxxx _________________________________ Name: Xxxxx X. Xxxxxx Title: Vice President ------------------------------- Authorized Signatory S-7 EXHIBIT A-1 (FACE OF NOTE) ===============================================================================A1 [Face of Note] -------------------------------------------------------------------------------- CUSIP/ISIN 350472 AA 4/US350472AA48

Table of Contents, Headings, etc. 84 The Table of Contents, Cross-Reference Table 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 of this Indenture and shall will in no way modify or restrict any of the terms or provisions hereof. [Signatures on following pages] SIGNATURES Dated as of December 14May 8, 1998 AEI RESOURCES2003 JARDEN CORPORATION By: ------------------------------------------ Name: Title: ALLTRISTA NEWCO CORPORATION By: ------------------------------------------ Name: Title: QUOIN CORPORATION By: ------------------------------------------ Name: Title: HEARTHMARK, INC. By: /s/ Xxxx X. Xxxx ____________------------------------------------------ Name: Title: ALLTRISTA PLASTICS CORPORATION By: ------------------------------------------ Name: Title: ALLTRISTA ZINC PRODUCTS, L.P. By: Alltrista Newco Corporation, its General Partner By: ------------------------------------------ Name: Title: TILIA, INC. By: ------------------------------------------ Name: Title: TILIA DIRECT, Inc. By: ------------------------------------------ Name: Title: TILIA INTERNATIONAL, Inc. By: ------------------------------------------ Name: Title: XXX XXXX XX XXX XXXX By: ------------------------------------------ Name: Title: SCHEDULE I SCHEDULE OF GUARANTORS The following schedule lists each Guarantor under the Indenture as of the date of the Indenture: Alltrista Newco Corporation Quoin Corporation Hearthmark, Inc.* Alltrista Plastics Corporation** Alltrista Zinc Products, L.P.*** Tilia, Inc. Tilia Direct, Inc. Tilia International, Inc. * (DBA) Alltrista Consumer Products Company ** (DBA) Alltrista Unimark Plastics Company and Alltrista Industrial Plastics Company *** (DBA) Alltrista Zinc Products Company EXHIBIT A [Face of Note] -------------------------------------------------------------------------------- CUSIP/CINS ____________ Name: Xxxx X. Xxxx Title: Confirmed and agreed to as Guarantors: 17 WEST MINING, INC., ACECO, INC., XXXXXXXXX MINING, INC., AEI COAL SALES COMPANY, INC., AEI HOLDING COMPANY, INC9 3/4% Senior Subordinated Notes due 2012 No. AEI RESOURCES HOLDING, INC., AMERICOAL DEVELOPMENT COMPANY, APPALACHIAN REALTY COMPANY, AYRSHIRE LAND COMPANY, BELLAIRE TRUCKING COMPANY, BLUEGRASS COAL DEVELOPMENT COMPANY, BOWIE RESOURCES LIMITED CC COAL COMPANY, COAL VENTURES HOLDING COMPANY, INC., EAST KENTUCKY ENERGY CORPORATION, EMPLOYEE BENEFITS MANAGEMENT, INC., ENCOAL CORPORATION, ENERZ CORPORATION, EVERGREEN MINING COMPANY, FAIRVIEW LAND COMPANY, FRANKLIN COAL SALES COMPANY, GRASSY COVE COAL MINING COMPANY, HERITAGE MINING COMPANY, HIGHLAND COAL, INC., XXXXX-XXXXX CO., INC., XXXXXX COAL COMPANY, XXXXXX RESOURCES, INC., XXXXXX RESOURCES MANAGEMENT, INC., MEADOWLARK, INC., MEGA MINERALS, INC., MIDWEST COAL SALES COMPANY, MID-VOL LEASING, INC. MINING TECHNOLOGIES, INC., MOUNTAIN-CLAY, INCORPORATED (d/b/a Mountain Clay, Inc.), PHOENIX LAND COMPANY, PREMIUM PROCESSING, INC., PREMIUM COAL DEVELOPMENT COMPANY, PRO-LAND, INC. (d/b/a Kem Coal Company) R. & F. COAL COMPANY, RIVER COAL COMPANY, INC., ROARING CREEK COAL COMPANY, SHIPYARD RIVER COAL TERMINAL COMPANY, STRAIGHT CREEK COAL RESOURCES COMPANY, TENNESSEE MINING, INC., TURRIS COAL COMPANY, WYOMING COAL TECHNOLOGY, INC., XXXXXXX COAL HOLDING COMPANY, XXXXXXX ENVIRONMENTAL SERVICES COMPANY, ZENERGY, INC., each as Guarantor By: /s/ Xxxx X. Xxxx ___ $____________ JARDEN CORPORATION promises to pay to CEDE & CO. or registered assigns, the principal sum of _________________________ Name: Xxxx X. Xxxx Title: BEECH COAL COMPANY, CANNELTON, INC., CANNELTON INDUSTRIES, INC., CANNELTON LAND COMPANY, CANNELTON SALES COMPANY, XXXX COAL & DOCK COMPANY, XXXXXX HOLDINGS, INC., KANAWHA CORPORATION, KINDILL HOLDING, INC., KINDILL MINING, INC., MIDWEST COAL COMPANY , MOUNTAINEER COAL DEVELOPMENT COMPANY, MOUNTAIN COALS CORPORATION, OLD BEN COAL COMPANY, WEST VIRGINIA-INDIANA COAL HOLDING COMPANY, INC., each as Guarantor By: /s/ Xxxxxxx X. Xxxxxxxxx Dollars on ___________________, 2012. Interest Payment Dates: ____________ Name: Xxxxxxx X. Xxxxxxxxx Title: BENTLEY COAL COMPANY, SKYLINE COAL COMPANY, KENTUCKY PRINCE MINING COMPANY, each as Guarantor By: GRASSY COVE COAL MINING COMPANY, ROARING CREEK COAL COMPANY, each as General Partner of each of the entities listed above By: /s/ Xxxx X. Xxxx _____________________and ____________ NameRecord Dates: Xxxx X. Xxxx Title: NUCOAL, LLC, as Guarantor By: AMERICOAL DEVELOPMENT COMPANY ENCOAL CORPORATION each as Member By: /s/ Xxxx X. Xxxx _________________________________ Name: Xxxx X. Xxxx Title: STATE STREET BANK AND TRUST COMPANY, as Trustee By: /s/ Xxxxx X. Xxxxxx _____________________and ____________ Dated: _____, 20__ JARDEN CORPORATION By: ---------------------------------- Name: Xxxxx X. Xxxxxx Title: Vice President EXHIBIT A-1 (FACE This is one of the Notes referred to in the within-mentioned Indenture: THE BANK OF NOTE) ===============================================================================NEW YORK, as Trustee By: -------------------------------- Authorized Signatory -------------------------------------------------------------------------------- [Back of Note] 9 3/4% Senior Subordinated Notes due 2012 [Insert the Global Note Legend, if applicable pursuant to the provisions of the Indenture] [Insert the Private Placement Legend, if applicable pursuant to the provisions of the Indenture] Capitalized terms used herein have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table and Headings of the Articles and Sections of in this Indenture have been inserted for convenience of reference only, are not to be considered a part of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof. 76 SIGNATURES Dated as of December 14January 28, 1998 AEI RESOURCES2005 Coventry Health Care, INC. Inc. By: /s/ Xxxx Xxxxx X. Xxxx Xxxxxxx -------------------------------- Name: Xxxxx X. Xxxxxxx Title: Chief Financial Officer Wachovia Bank, National Association, as Trustee By: /s/ Xxxxxxx Xxxxx -------------------------------- Name: Xxxxxxx Xxxxx Title: Vice President 77 EXHIBIT A (Face of Note) 5-7/8% SENIOR NOTES DUE 2012 CUSIP _____________ NO._______ $_____________ COVENTRY HEALTH CARE, INC. promises to pay to _______ or registered assigns, the principal sum of _________________ NameDollars ($______________) on January 15, 2012. Interest Payment Dates: Xxxx X. Xxxx TitleJanuary 15 and July 15, commencing July 15, 2005 Record Dates: Confirmed ________ and agreed to as Guarantors: 17 WEST MINING, INC., ACECO, INC., XXXXXXXXX MINING, INC., AEI COAL SALES COMPANY, INC., AEI HOLDING COMPANY________. COVENTRY HEALTH CARE, INC. AEI RESOURCES HOLDING, INC., AMERICOAL DEVELOPMENT COMPANY, APPALACHIAN REALTY COMPANY, AYRSHIRE LAND COMPANY, BELLAIRE TRUCKING COMPANY, BLUEGRASS COAL DEVELOPMENT COMPANY, BOWIE RESOURCES LIMITED CC COAL COMPANY, COAL VENTURES HOLDING COMPANY, INC., EAST KENTUCKY ENERGY CORPORATION, EMPLOYEE BENEFITS MANAGEMENT, INC., ENCOAL CORPORATION, ENERZ CORPORATION, EVERGREEN MINING COMPANY, FAIRVIEW LAND COMPANY, FRANKLIN COAL SALES COMPANY, GRASSY COVE COAL MINING COMPANY, HERITAGE MINING COMPANY, HIGHLAND COAL, INC., XXXXX-XXXXX CO., INC., XXXXXX COAL COMPANY, XXXXXX RESOURCES, INC., XXXXXX RESOURCES MANAGEMENT, INC., MEADOWLARK, INC., MEGA MINERALS, INC., MIDWEST COAL SALES COMPANY, MID-VOL LEASING, INC. MINING TECHNOLOGIES, INC., MOUNTAIN-CLAY, INCORPORATED (d/b/a Mountain Clay, Inc.), PHOENIX LAND COMPANY, PREMIUM PROCESSING, INC., PREMIUM COAL DEVELOPMENT COMPANY, PRO-LAND, INC. (d/b/a Kem Coal Company) R. & F. COAL COMPANY, RIVER COAL COMPANY, INC., ROARING CREEK COAL COMPANY, SHIPYARD RIVER COAL TERMINAL COMPANY, STRAIGHT CREEK COAL RESOURCES COMPANY, TENNESSEE MINING, INC., TURRIS COAL COMPANY, WYOMING COAL TECHNOLOGY, INC., XXXXXXX COAL HOLDING COMPANY, XXXXXXX ENVIRONMENTAL SERVICES COMPANY, ZENERGY, INC., each as Guarantor By: /s/ Xxxx X. Xxxx ________________________________ Name: Xxxx X. Xxxx Title: BEECH COAL COMPANY, CANNELTON, INC., CANNELTON INDUSTRIES, INC., CANNELTON LAND COMPANY, CANNELTON SALES COMPANY, XXXX COAL & DOCK COMPANY, XXXXXX HOLDINGS, INC., KANAWHA CORPORATION, KINDILL HOLDING, INC., KINDILL MINING, INC., MIDWEST COAL COMPANY , MOUNTAINEER COAL DEVELOPMENT COMPANY, MOUNTAIN COALS CORPORATION, OLD BEN COAL COMPANY, WEST VIRGINIA-INDIANA COAL HOLDING COMPANY, INC., each as Guarantor By: /s/ Xxxxxxx X. Xxxxxxxxx _______________________________ Name: Xxxxxxx X. Xxxxxxxxx Title: BENTLEY COAL COMPANYThis is one of the Global Notes referred to in the within-mentioned Indenture: Wachovia Bank, SKYLINE COAL COMPANYNational Association, KENTUCKY PRINCE MINING COMPANY, each as Guarantor Trustee By: GRASSY COVE COAL MINING COMPANY, ROARING CREEK COAL COMPANY, each as General Partner of each of the entities listed above By: /s/ Xxxx X. Xxxx _________________________________ Name: Xxxx X. Xxxx Title: NUCOALAuthorized Signatory Dated (Back of Note) THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, LLCAND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.06 OF THE INDENTURE, as Guarantor By: AMERICOAL DEVELOPMENT (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY ENCOAL CORPORATION each as Member By: /s/ Xxxx X. Xxxx _________________________________ Name: Xxxx X. Xxxx Title: (55 XXXXX XXXXXX, XXX XXXX, XXX XXXX) ("XXX"), 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 SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE 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. Private Placement Legend THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE STREET BANK OR OTHER JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION. THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, BEFORE THE DATE (THE "RESALE RESTRICTION TERMINATION DATE") WHICH IS TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND TRUST THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY), ONLY (A) TO THE COMPANY, as Trustee By: /s/ Xxxxx X. Xxxxxx _________________________________ Name: Xxxxx X. Xxxxxx Title: Vice President EXHIBIT A-1 (FACE B) UNDER A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE UNDER RULE 144A UNDER THE SECURITIES ACT ("RULE 144A"), TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNTS OF NOTEA QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) ===============================================================================UNDER OFFERS AND SALES THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, (E) TO AN "ACCREDITED INVESTOR" WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT THAT IS AN INSTITUTIONAL ACCREDITED INVESTOR ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL ACCREDITED INVESTOR, IN EACH CASE IN A MINIMUM PRINCIPAL AMOUNT OF THE SECURITIES OF $250,000, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO OR FOR OFFER OR SALE IN CONNECTION WITH ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT OR (F) UNDER ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY'S AND THE TRUSTEE'S RIGHT BEFORE ANY SUCH OFFER, SALE OR TRANSFER UNDER CLAUSES (D), (E), OR (F) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE. Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table 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 of this Indenture and shall will in no way modify or restrict any of the terms or provisions hereof. [Signatures on following page] SIGNATURES Dated as of December 14April 17, 1998 AEI RESOURCES2002 SYNAGRO TECHNOLOGIES, INC. By: /s/ Xxxxx X. Xxxxxx XX --------------------------------------------------- Name: Xxxxx X. Xxxxxx XX Title: Executive Vice President and Secretary SYNAGRO MIDWEST, INC., SYNAGRO OF MICHIGAN, INC., SYNAGRO OF WISCONSIN, INC., SYNAGRO OF MINNESOTA - XXXXXXX, INC., SYNAGRO MIDWEST - ENVIROLAND, INC., SYNAGRO SOUTHWEST, INC., SYNAGRO OF TEXAS-CDR, INC., SYNAGRO OF TEXAS-VITAL-CYCLE, INC., SYNAGRO SOUTHEAST, INC., SYNAGRO OF NORTH CAROLINA-EWR, INC., SYNAGRO OF NORTH CAROLINA-AMSCO, INC., SYNAGRO OF FLORIDA - A&J, INC., SYNAGRO OF FLORIDA - ANTI-POLLUTION, INC., SYNAGRO OF FLORIDA - XXXXX WATER, INC., SYNAGRO OF FLORIDA - ECOSYSTEMS, INC., SYNAGRO NORTHEAST, INC., COMPOSTING CORPORATION OF AMERICA, ORGANI-GRO, INC., ST INTERCO, INC., ENVIRONMENTAL PROTECTION & IMPROVEMENT COMPANY, INC., SYNAGRO MID-ATLANTIC, INC., SYNAGRO WEST, INC., SYNAGRO COMPOSTING COMPANY OF CALIFORNIA, INC., SYNAGRO OF CALIFORNIA, INC., NEW ENGLAND TREATMENT COMPANY, INC., FAIRHAVEN RESIDUAL SYSTEMS, INC., NETCO-CONNECTICUT, INC., NETCO-RESIDUALS MANAGEMENT SYSTEMS, INC., NETCO-WATERBURY SYSTEMS, INC., F/K/A NETCO-WATERBURY, INC., NEW HAVEN RESIDUALS SYSTEMS, INC., RESIDUAL TECHNOLOGIES SYSTEMS, INC., RESIDUALS PROCESSING, INC., FUTURE - TECH ENVIRONMENTAL SERVICES, INC., SYNAGRO - WWT, INC., SOARING VISTA PROPERTIES, INC., NYOFCO HOLDINGS, INC., SYNAGRO - WCWNJ, INC., SYNAGRO - BALTIMORE, L.L.C., SYNAGRO DIGESTION, INC., AND 84 SYNAGRO TEXAS, INC. By: /s/ Xxxxx X. Xxxxxx XX --------------------------------------------------- Name: Xxxxx X. Xxxxxx XX Title: Secretary RESIDUAL TECHNOLOGIES, LIMITED PARTNERSHIP By Residuals Technologies Systems, Inc., its general partner By: /s/ Xxxxx X. Xxxxxx XX --------------------------------------------------- Name: Xxxxx X. Xxxxxx XX Title: Secretary FAIRHAVEN RESIDUALS, LIMITED PARTNERSHIP By Fairhaven Residuals Systems, Inc., its general partner By: /s/ Xxxxx X. Xxxxxx XX --------------------------------------------------- Name: Xxxxx X. Xxxxxx XX Title: Secretary NETCO-WATERBURY, LIMITED PARTNERSHIP By NETCO-Waterbury Systems, Inc., its general partner By: /s/ Xxxxx X. Xxxxxx XX --------------------------------------------------- Name: Xxxxx X. Xxxxxx XX Title: Secretary NETCO-RESIDUALS MANAGEMENT, LIMITED PARTNERSHIP By NETCO-Residuals Management Systems, Inc, its general partner By: /s/ Xxxxx X. Xxxxxx XX --------------------------------------------------- Name: Xxxxx X. Xxxxxx XX Title: Secretary NEW HAVEN RESIDUALS, LIMITED PARTNERSHIP By New Haven Residuals Systems, Inc., its general partner By: /s/ Xxxxx X. Xxxxxx XX --------------------------------------------------- Name: Xxxxx X. Xxxxxx XX Title: Secretary 85 PROVIDENCE SOILS, LLC By: /s/ Xxxxx X. Xxxxxx XX --------------------------------------------------- Xxxxx X. Xxxxxx XX, Manager SYNAGRO MANAGEMENT, L.P. By Synagro Texas, Inc., its general partner By: /s/ Xxxxx X. Xxxxxx XX --------------------------------------------------- Name: Xxxxx X. Xxxxxx XX Title: Secretary NEW YORK ORGANIC FERTILIZER COMPANY By Synagro - WWT, Inc., its general partner By: /s/ Xxxxx X. Xxxxxx XX --------------------------------------------------- Name: Xxxxx X. Xxxxxx XX Title: Secretary ATLANTA RESIDUALS COMPANY, LLC By: /s/ Xxxx Rome --------------------------------------------------- Name: Xxxx Rome Title: Vice-President SYNAGRO DELAWARE, INC. By: /s/ Xxxx X. Xxxx ________________________ XxXxxxxxx --------------------------------------------------- Name: Xxxx X. Xxxx XxXxxxxxx Title: Confirmed and agreed to as Guarantors: 17 WEST MININGSecretary XXXXX FARGO BANK MINNESOTA, INC., ACECO, INC., XXXXXXXXX MINING, INC., AEI COAL SALES COMPANY, INC., AEI HOLDING COMPANY, INC. AEI RESOURCES HOLDING, INC., AMERICOAL DEVELOPMENT COMPANY, APPALACHIAN REALTY COMPANY, AYRSHIRE LAND COMPANY, BELLAIRE TRUCKING COMPANY, BLUEGRASS COAL DEVELOPMENT COMPANY, BOWIE RESOURCES LIMITED CC COAL COMPANY, COAL VENTURES HOLDING COMPANY, INC., EAST KENTUCKY ENERGY CORPORATION, EMPLOYEE BENEFITS MANAGEMENT, INC., ENCOAL CORPORATION, ENERZ CORPORATION, EVERGREEN MINING COMPANY, FAIRVIEW LAND COMPANY, FRANKLIN COAL SALES COMPANY, GRASSY COVE COAL MINING COMPANY, HERITAGE MINING COMPANY, HIGHLAND COAL, INC., XXXXX-XXXXX CO., INC., XXXXXX COAL COMPANY, XXXXXX RESOURCES, INC., XXXXXX RESOURCES MANAGEMENT, INC., MEADOWLARK, INC., MEGA MINERALS, INC., MIDWEST COAL SALES COMPANY, MID-VOL LEASING, INC. MINING TECHNOLOGIES, INC., MOUNTAIN-CLAY, INCORPORATED (d/b/a Mountain Clay, Inc.), PHOENIX LAND COMPANY, PREMIUM PROCESSING, INC., PREMIUM COAL DEVELOPMENT COMPANY, PRO-LAND, INC. (d/b/a Kem Coal Company) R. & F. COAL COMPANY, RIVER COAL COMPANY, INC., ROARING CREEK COAL COMPANY, SHIPYARD RIVER COAL TERMINAL COMPANY, STRAIGHT CREEK COAL RESOURCES COMPANY, TENNESSEE MINING, INC., TURRIS COAL COMPANY, WYOMING COAL TECHNOLOGY, INC., XXXXXXX COAL HOLDING COMPANY, XXXXXXX ENVIRONMENTAL SERVICES COMPANY, ZENERGY, INC., each as Guarantor By: /s/ Xxxx X. Xxxx ________________________________ Name: Xxxx X. Xxxx Title: BEECH COAL COMPANY, CANNELTON, INC., CANNELTON INDUSTRIES, INC., CANNELTON LAND COMPANY, CANNELTON SALES COMPANY, XXXX COAL & DOCK COMPANY, XXXXXX HOLDINGS, INC., KANAWHA CORPORATION, KINDILL HOLDING, INC., KINDILL MINING, INC., MIDWEST COAL COMPANY , MOUNTAINEER COAL DEVELOPMENT COMPANY, MOUNTAIN COALS CORPORATION, OLD BEN COAL COMPANY, WEST VIRGINIA-INDIANA COAL HOLDING COMPANY, INC., each as Guarantor NATIONAL ASSOCIATION By: /s/ Xxxxxxx X. Xxxxxxxxx _______________________________ Xxxxx --------------------------------------------------- Name: Xxxxxxx X. Xxxxxxxxx Xxxxx Title: BENTLEY COAL COMPANY, SKYLINE COAL COMPANY, KENTUCKY PRINCE MINING COMPANY, Corporate Trust Officer SCHEDULE I SCHEDULE OF GUARANTORS The following schedule lists each Guarantor under this Indenture as Guarantor By: GRASSY COVE COAL MINING COMPANY, ROARING CREEK COAL COMPANY, each as General Partner of each of the entities listed above Bydate of this Indenture: /s/ Xxxx X. Xxxx _________________________________ Name: Xxxx X. Xxxx Title: NUCOALSynagro Midwest, LLCInc., as Guarantor By: AMERICOAL DEVELOPMENT COMPANY ENCOAL CORPORATION each as Member By: /s/ Xxxx X. Xxxx _________________________________ Name: Xxxx X. Xxxx Title: STATE STREET BANK AND TRUST COMPANYSynagro of Michigan, as Trustee By: /s/ Inc., Synagro of Wisconsin, Inc., Synagro of Minnesota - Xxxxxxx, Inc., Synagro Midwest - Enviroland, Inc., Synagro Southwest, Inc., Synagro of Texas-CDR, Inc., Synagro of Texas-Vital-Cycle, Inc., Synagro Southeast, Inc., Synagro of North Carolina-EWR, Inc., Synagro of North Carolina-Amsco, Inc., Synagro of Florida - A&J, Inc., Synagro of Florida - Anti-Pollution, Inc., Synagro of Florida - Xxxxx X. Xxxxxx _________________________________ Name: Xxxxx X. Xxxxxx Title: Vice President Water, Inc., Synagro of Florida - Ecosystems, Inc., Synagro Northeast, Inc., Composting Corporation of America, Organi-Gro, Inc., ST Interco, Inc., Environmental Protection & Improvement Company, Inc., Synagro Mid-Atlantic, Inc., Synagro West, Inc., Synagro Composting Company of California, Inc., Synagro of California, Inc., New England Treatment Company, Inc., Fairhaven Residual Systems, Inc., NETCO-Connecticut, Inc., NETCO-Residuals Management Systems, Inc., NETCO-Waterbury Systems, Inc., f/k/a NETCO-Waterbury, Inc., New Haven Residuals Systems, Inc., Residual Technologies Systems, Inc., Residuals Processing, Inc., Future - Tech Environmental Services, Inc., Synagro - WWT, Inc., Soaring Vista Properties, Inc., NYOFCO Holdings, Inc., Synagro - WCWNJ, Inc., Synagro - Baltimore, L.L.C., Synagro Digestion, Inc., Synagro Texas, Inc., and Synagro Delaware, Inc Residual Technologies, Limited Partnership Fairhaven Residuals, Limited Partnership NETCO-Waterbury, Limited Partnership NETCO-Residuals Management, Limited Partnership New Haven Residuals, Limited Partnership Providence Soils, LLC Synagro Management, L.P. New York Organic Fertilizer Company Atlanta Residuals Company, LLC EXHIBIT A-1 (FACE OF NOTE) A [Face of Note] ================================================================================ CUSIP/CINS ____________ 9 1/2% Senior Subordinated Notes due 2009 No. ___ $____________ SYNAGRO TECHNOLOGIES, INC. promises to pay to CEDE & CO. or registered assigns, the principal sum of ___________________________________________________________ Dollars on April 1, 2009.

Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table 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 of this Indenture and shall will in no way modify or restrict any of the terms or provisions hereof. 101 SIGNATURES Dated as of December 14April 13, 1998 AEI RESOURCES2006 XXXXXX NETWORK SYSTEMS, LLC By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Vice President, General Counsel and Secretary HNS FINANCE CORP. By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Vice President, General Counsel and Secretary XXXXXX NETWORK SYSTEMS INTERNATIONAL SERVICE COMPANY By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Vice President, General Counsel and Secretary HNS REAL ESTATE, LLC By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Vice President, General Counsel and Secretary HNS-INDIA VSAT, INC. By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Vice President, General Counsel and Secretary HNS-SHANGHAI, INC. By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Vice President, General Counsel and Secretary XXXXX FARGO BANK, NATIONAL ASSOCIATION As Trustee By: /s/ Xxxxxx X. Xxxx X’Xxxxxxx Name: Xxxxxx X. X’Xxxxxxx Title: Vice President CUSIP/CINS 9 1/2% Senior Notes due 2014 No. _____________ $____________ XXXXXX NETWORK SYSTEMS, LLC and HNS FINANCE CORP. promises to pay to or registered assigns, the principal sum of DOLLARS on April 15, 2014. Interest Payment Dates: April 15 and October 15 Record Dates: April 1 and October 1 Dated: , 2006 XXXXXX NETWORK SYSTEMS, LLC By: Name: Xxxx X. Xxxx Title: Confirmed and agreed to as Guarantors: 17 WEST MINING, INC., ACECO, INC., XXXXXXXXX MINING, INC., AEI COAL SALES COMPANY, INC., AEI HOLDING COMPANY, INCHNS FINANCE CORP. AEI RESOURCES HOLDING, INC., AMERICOAL DEVELOPMENT COMPANY, APPALACHIAN REALTY COMPANY, AYRSHIRE LAND COMPANY, BELLAIRE TRUCKING COMPANY, BLUEGRASS COAL DEVELOPMENT COMPANY, BOWIE RESOURCES LIMITED CC COAL COMPANY, COAL VENTURES HOLDING COMPANY, INC., EAST KENTUCKY ENERGY CORPORATION, EMPLOYEE BENEFITS MANAGEMENT, INC., ENCOAL CORPORATION, ENERZ CORPORATION, EVERGREEN MINING COMPANY, FAIRVIEW LAND COMPANY, FRANKLIN COAL SALES COMPANY, GRASSY COVE COAL MINING COMPANY, HERITAGE MINING COMPANY, HIGHLAND COAL, INC., XXXXX-XXXXX CO., INC., XXXXXX COAL COMPANY, XXXXXX RESOURCES, INC., XXXXXX RESOURCES MANAGEMENT, INC., MEADOWLARK, INC., MEGA MINERALS, INC., MIDWEST COAL SALES COMPANY, MID-VOL LEASING, INC. MINING TECHNOLOGIES, INC., MOUNTAIN-CLAY, INCORPORATED (d/b/a Mountain Clay, Inc.), PHOENIX LAND COMPANY, PREMIUM PROCESSING, INC., PREMIUM COAL DEVELOPMENT COMPANY, PRO-LAND, INC. (d/b/a Kem Coal Company) R. & F. COAL COMPANY, RIVER COAL COMPANY, INC., ROARING CREEK COAL COMPANY, SHIPYARD RIVER COAL TERMINAL COMPANY, STRAIGHT CREEK COAL RESOURCES COMPANY, TENNESSEE MINING, INC., TURRIS COAL COMPANY, WYOMING COAL TECHNOLOGY, INC., XXXXXXX COAL HOLDING COMPANY, XXXXXXX ENVIRONMENTAL SERVICES COMPANY, ZENERGY, INC., each as Guarantor By: /s/ Xxxx X. Xxxx ________________________________ Name: Xxxx X. Xxxx Title: BEECH COAL COMPANY, CANNELTON, INC., CANNELTON INDUSTRIES, INC., CANNELTON LAND COMPANY, CANNELTON SALES COMPANY, XXXX COAL & DOCK COMPANY, XXXXXX HOLDINGS, INC., KANAWHA CORPORATION, KINDILL HOLDING, INC., KINDILL MINING, INC., MIDWEST COAL COMPANY , MOUNTAINEER COAL DEVELOPMENT COMPANY, MOUNTAIN COALS CORPORATION, OLD BEN COAL COMPANY, WEST VIRGINIA-INDIANA COAL HOLDING COMPANY, INC., each as Guarantor By: /s/ Xxxxxxx X. Xxxxxxxxx _______________________________ Name: Xxxxxxx X. Xxxxxxxxx Title: BENTLEY COAL COMPANY, SKYLINE COAL COMPANY, KENTUCKY PRINCE MINING COMPANY, each as Guarantor By: GRASSY COVE COAL MINING COMPANY, ROARING CREEK COAL COMPANY, each as General Partner of each This is one of the entities listed above ByNotes referred to in the within-mentioned Indenture: /s/ Xxxx X. Xxxx _________________________________ Name: Xxxx X. Xxxx Title: NUCOALXXXXX FARGO BANK, LLC, as Guarantor By: AMERICOAL DEVELOPMENT COMPANY ENCOAL CORPORATION each as Member By: /s/ Xxxx X. Xxxx _________________________________ Name: Xxxx X. Xxxx Title: STATE STREET BANK AND TRUST COMPANY, NATIONAL ASSOCIATION as Trustee By: /s/ Xxxxx X. Xxxxxx _________________________________ Name: Xxxxx X. Xxxxxx Title: Vice President EXHIBIT A-1 (FACE OF NOTE) ===============================================================================Authorized Signatory [Back of Note] 9 1/2% Senior Notes due 2014 [Insert the Global Note Legend, if applicable pursuant to the provisions of the Indenture] [Insert the Private Placement Legend, if applicable pursuant to the provisions of the Indenture] Capitalized terms used herein have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table 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 of this Indenture and shall will in no way modify or restrict any of the terms or provisions hereof. 121 SIGNATURES Dated as of December 1428, 1998 AEI RESOURCES2005 LPL HOLDINGS, INC. By: /s/ Xxxxxxxxx X. Xxxxx Name: Xxxxxxxxx X. Xxxxx Title: Secretary XXXXX FARGO BANK, NA., as Trustee By: Name: Xxxx X. Xxxxxxx Title: Vice President GUARANTORS: BD INVESTMENT HOLDINGS INC. By: Name: Title: GLENOAK, LLC By: /s/ Xxxxxxxxx X. Xxxxx Name: Xxxxxxxxx X. Xxxxx Title: Secretary INDEPENDENT ADVISERS GROUP CORPORATION By: /s/ Xxxxxxxxx X. Xxxxx Name: Xxxxxxxxx X. Xxxxx Title: Secretary LINSCO/PRIVATE LEDGER INSURANCE ASSOCIATES, INC. By: /s/ Xxxxxxxxx X. Xxxxx Name: Xxxxxxxxx X. Xxxxx Title: Vice President 122 SIGNATURES Dated as of December 28, 2005 LPL HOLDINGS, INC. By: Name: Title: XXXXX FARGO BANK, NA., as Trustee By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President GUARANTORS: BD INVESTMENT HOLDINGS INC. By: Name: Title: GLENOAK, LLC By: Name: Title: INDEPENDENT ADVISERS GROUP CORPORATION By: Name: Title: 123 SIGNATURES Dated as of December 28, 2005 LPL HOLDINGS, INC. By: Name: Title: XXXXX FARGO BANK, NA., as Trustee By: Name: Xxxx X. Xxxxxxx Title: Vice President GUARANTORS: BD INVESTMENT HOLDINGS INC. By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: President GLENOAK, LLC By: Name: Title: INDEPENDENT ADVISERS GROUP CORPORATION By: Name: Title: LINSCO/PRIVATE LEDGER INSURANCE ASSOCIATES, INC. By: Name: Title: 124 EXHIBIT AI [Face of Note] 10.75% Senior Subordinated Notes due 2015 CUSIP No. 50212Y AA 2 $550,000,000 ISIN NO. US50212YAA29 LPL HOLDINGS, INC. promises to pay to Cede & Co., or registered assigns, the principal sum of FIVE HUNDRED AND FIFTY MILLION DOLLARS on December 15, 2015. Interest Payment Dates: June 15 and December 15 Record Dates: June 1 and December 1 Dated: ________ ________, 200_ LPL HOLDINGS, INC. By: Name: Title: This is one of the Notes referred to in the within-mentioned Indenture: XXXXX FARGO BANK, N.A. as Trustee By: Authorized Signatory Dated: _________ Name: Xxxx X. Xxxx Title: Confirmed and agreed to as Guarantors: 17 WEST MINING__, INC.200_ [Back of Note) 10.75% Senior Subordinated Notes due 2015 THE NOTE EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, ACECOAS AMENDED (THE “SECURITIES ACT”), INC.AND MAY NOT BE OFFERED, XXXXXXXXX MININGSOLD, INC.PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) (I) TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, AEI COAL SALES COMPANY(2) IN AN OFFSHORE TRANSACTION COMPLYING WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, INC.(3) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE), AEI HOLDING COMPANY(4) TO AN INSTITUTIONAL ACCREDITED INVESTOR IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR (5) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (B) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES AND OTHER JURISDICTIONS. THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, INCAND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.06 OF THE INDENTURE, (2) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (3) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (4) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE ISSUER. AEI RESOURCES HOLDINGUNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, INC.THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (00 XXXXX XXXXXX, AMERICOAL DEVELOPMENT COMPANYXXX XXXX, APPALACHIAN REALTY COMPANYXXX XXXX) (“DTC”), AYRSHIRE LAND COMPANYTO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, BELLAIRE TRUCKING COMPANYEXCHANGE OR PAYMENT, BLUEGRASS COAL DEVELOPMENT COMPANYAND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), BOWIE RESOURCES LIMITED CC COAL COMPANYANY TRANSFER, COAL VENTURES HOLDING COMPANYPLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, INC., EAST KENTUCKY ENERGY CORPORATION, EMPLOYEE BENEFITS MANAGEMENT, INC., ENCOAL CORPORATION, ENERZ CORPORATION, EVERGREEN MINING COMPANY, FAIRVIEW LAND COMPANY, FRANKLIN COAL SALES COMPANY, GRASSY COVE COAL MINING COMPANY, HERITAGE MINING COMPANY, HIGHLAND COAL, INC., XXXXX-XXXXX CEDE & CO., INCHAS AN INTEREST HEREIN. Capitalized terms used herein have the meanings assigned to them in the Indenture referred to below unless otherwise indicated., XXXXXX COAL COMPANY, XXXXXX RESOURCES, INC., XXXXXX RESOURCES MANAGEMENT, INC., MEADOWLARK, INC., MEGA MINERALS, INC., MIDWEST COAL SALES COMPANY, MID-VOL LEASING, INC. MINING TECHNOLOGIES, INC., MOUNTAIN-CLAY, INCORPORATED (d/b/a Mountain Clay, Inc.), PHOENIX LAND COMPANY, PREMIUM PROCESSING, INC., PREMIUM COAL DEVELOPMENT COMPANY, PRO-LAND, INC. (d/b/a Kem Coal Company) R. & F. COAL COMPANY, RIVER COAL COMPANY, INC., ROARING CREEK COAL COMPANY, SHIPYARD RIVER COAL TERMINAL COMPANY, STRAIGHT CREEK COAL RESOURCES COMPANY, TENNESSEE MINING, INC., TURRIS COAL COMPANY, WYOMING COAL TECHNOLOGY, INC., XXXXXXX COAL HOLDING COMPANY, XXXXXXX ENVIRONMENTAL SERVICES COMPANY, ZENERGY, INC., each as Guarantor By: /s/ Xxxx X. Xxxx ________________________________ Name: Xxxx X. Xxxx Title: BEECH COAL COMPANY, CANNELTON, INC., CANNELTON INDUSTRIES, INC., CANNELTON LAND COMPANY, CANNELTON SALES COMPANY, XXXX COAL & DOCK COMPANY, XXXXXX HOLDINGS, INC., KANAWHA CORPORATION, KINDILL HOLDING, INC., KINDILL MINING, INC., MIDWEST COAL COMPANY , MOUNTAINEER COAL DEVELOPMENT COMPANY, MOUNTAIN COALS CORPORATION, OLD BEN COAL COMPANY, WEST VIRGINIA-INDIANA COAL HOLDING COMPANY, INC., each as Guarantor By: /s/ Xxxxxxx X. Xxxxxxxxx _______________________________ Name: Xxxxxxx X. Xxxxxxxxx Title: BENTLEY COAL COMPANY, SKYLINE COAL COMPANY, KENTUCKY PRINCE MINING COMPANY, each as Guarantor By: GRASSY COVE COAL MINING COMPANY, ROARING CREEK COAL COMPANY, each as General Partner of each of the entities listed above By: /s/ Xxxx X. Xxxx _________________________________ Name: Xxxx X. Xxxx Title: NUCOAL, LLC, as Guarantor By: AMERICOAL DEVELOPMENT COMPANY ENCOAL CORPORATION each as Member By: /s/ Xxxx X. Xxxx _________________________________ Name: Xxxx X. Xxxx Title: STATE STREET BANK AND TRUST COMPANY, as Trustee By: /s/ Xxxxx X. Xxxxxx _________________________________ Name: Xxxxx X. Xxxxxx Title: Vice President EXHIBIT A-1 (FACE OF NOTE) ===============================================================================

Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table 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 of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof. SIGNATURES [Indenture signature pages follow] [Indenture signature pages] Dated as of December 14June __, 1998 AEI RESOURCES2001 DURA OPERATING CORP. By: /s/ Davix X. Xxxxx ---------------------------------- Name: Davix X. Xxxxx Title: Vice President, Chief Financial Officer and Assistant Secretary DURA AUTOMOTIVE SYSTEMS, INC. By: /s/ Xxxx Davix X. Xxxx ________________________ Xxxxx ---------------------------------- Name: Xxxx Davix X. Xxxx Xxxxx Title: Confirmed Vice President, Chief Financial Officer and agreed to as Guarantors: 17 WEST MINING, Assistant Secretary UNIVERSAL TOOL & STAMPING COMPANY INC., ACECO, INC., XXXXXXXXX MINING, INC., AEI COAL SALES COMPANY, INC., AEI HOLDING COMPANY. DURA AUTOMOTIVE SYSTEMS CABLE OPERATIONS, INC. AEI RESOURCES HOLDING, INC., AMERICOAL DEVELOPMENT COMPANY, APPALACHIAN REALTY COMPANY, AYRSHIRE LAND COMPANY, BELLAIRE TRUCKING COMPANY, BLUEGRASS COAL DEVELOPMENT COMPANY, BOWIE RESOURCES LIMITED CC COAL COMPANY, COAL VENTURES HOLDING COMPANY, INC., EAST KENTUCKY ENERGY CORPORATION, EMPLOYEE BENEFITS MANAGEMENT, INC., ENCOAL CORPORATION, ENERZ CORPORATION, EVERGREEN MINING COMPANY, FAIRVIEW LAND COMPANY, FRANKLIN COAL SALES COMPANY, GRASSY COVE COAL MINING COMPANY, HERITAGE MINING COMPANY, HIGHLAND COAL, INC., XXXXX-XXXXX CO., INC., XXXXXX COAL COMPANY, XXXXXX RESOURCES, INC., XXXXXX RESOURCES MANAGEMENT, INC., MEADOWLARK, INC., MEGA MINERALS, INC., MIDWEST COAL SALES COMPANY, MID-VOL LEASINGADWEST ELECTRONICS, INC. MINING TECHNOLOGIES, INC., MOUNTAIN-CLAY, INCORPORATED (d/b/a Mountain Clay, Inc.), PHOENIX LAND COMPANY, PREMIUM PROCESSING, INC., PREMIUM COAL DEVELOPMENT COMPANY, PRO-LANDDURA AUTOMOTIVE SYSTEMS OF INDIANA, INC. (d/b/a Kem Coal Company) R. & F. COAL COMPANY, RIVER COAL COMPANYATWOXX XXXOMOTIVE INC. MARK X XOLDED PLASTICS OF TENNESSEE, INC., ROARING CREEK COAL COMPANY, SHIPYARD RIVER COAL TERMINAL COMPANY, STRAIGHT CREEK COAL RESOURCES COMPANY, TENNESSEE MINING. ATWOXX XXXILE PRODUCTS, INC., TURRIS COAL COMPANY, WYOMING COAL TECHNOLOGY, INC., XXXXXXX COAL HOLDING COMPANY, XXXXXXX ENVIRONMENTAL SERVICES COMPANY, ZENERGY, INC., each as Guarantor . By: /s/ Xxxx Davix X. Xxxx ________________________________ Xxxxx ---------------------------------- Name: Xxxx Davix X. Xxxx Xxxxx Title: BEECH COAL COMPANYPresident, CANNELTON, INC., CANNELTON INDUSTRIES, INC., CANNELTON LAND COMPANY, CANNELTON SALES COMPANY, XXXX COAL & DOCK COMPANY, XXXXXX HOLDINGS, INC., KANAWHA CORPORATION, KINDILL HOLDING, INC., KINDILL MINING, INC., MIDWEST COAL COMPANY , MOUNTAINEER COAL DEVELOPMENT COMPANY, MOUNTAIN COALS CORPORATION, OLD BEN COAL COMPANY, WEST VIRGINIA-INDIANA COAL HOLDING COMPANY, INC., each as Guarantor Chief Financial Officer and Treasurer U.S. BANK TRUST NATIONAL ASSOCIATION By: /s/ Xxxxxxx Richxxx X. Xxxxxxxxx _______________________________ Xxxxxxxx ---------------------------------- Name: Xxxxxxx Richxxx X. Xxxxxxxxx Title: BENTLEY COAL COMPANY, SKYLINE COAL COMPANY, KENTUCKY PRINCE MINING COMPANY, each as Guarantor By: GRASSY COVE COAL MINING COMPANY, ROARING CREEK COAL COMPANY, each as General Partner of each of the entities listed above By: /s/ Xxxx X. Xxxx _________________________________ Name: Xxxx X. Xxxx Title: NUCOAL, LLC, as Guarantor By: AMERICOAL DEVELOPMENT COMPANY ENCOAL CORPORATION each as Member By: /s/ Xxxx X. Xxxx _________________________________ Name: Xxxx X. Xxxx Title: STATE STREET BANK AND TRUST COMPANY, as Trustee By: /s/ Xxxxx X. Xxxxxx _________________________________ Name: Xxxxx X. Xxxxxx Xxxxxxxx Title: Vice President 95 EXHIBIT A-1 A (FACE OF NOTEFace of Note) ================================================================================ CUSIP _____________ ISIN _____________ [Series C][Series D] 9% Senior Subordinated Notes due 2009 No. ___ $____________ DURA OPERATING CORP. promises to pay to CEDE & CO., or registered assigns, the principal sum indicated on the schedule of Increases or Decreases in Global Note attached hereto on May 1, 2009. Interest Payment Dates: May 1 and November 1, commencing November 1, 2001. Record Dates: April 15 and October 15. Dated: June 22, 2001 DURA OPERATING CORP. By: _______________________________ Name: Title: By: _______________________________ Name: Title: This is one of the Notes referred to in the within-mentioned Indenture: U.S. BANK TRUST NATIONAL ASSOCIATION By: _______________________________ Authorized Signatory Dated: June 22, 2001 ================================================================================ [Series C][Series D] 9% Senior Subordinated Notes due 2009 THE NOTE (OR ITS PREDECESSORS) EVIDENCED HEREBY WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTXXX 0 XX XXX XXXXXX XXXXXX XXXURITIES ACT OF 1933, AS AMENDED, AND THE NOTE EVIDENCED HEREBY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THE NOTE EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER OR ANOTHER EXEMPTION UNDER THE SECURITIES ACT. THE HOLDER OF THE NOTE EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) SUCH NOTE MAY BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (I) (A) TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT), PURCHASING FOR ITS OWN ACCOUNT IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A UNDER THE SECURITIES ACT, (B) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144 OF THE SECURITIES ACT, (C) OUTSIDE THE UNITED STATES TO A FOREIGN PERSON IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 904 OF REGULATION S UNDER THE SECURITIES ACT OR (D) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT PROVIDED THAT IN THE CASE OF A TRANSFER PURSUANT TO CLAUSE (D) SUCH TRANSFER IS EFFECTED BY THE DELIVERY TO THE TRANSFEREE OF DEFINITIVE SECURITIES REGISTERED IN ITS NAME (OR ITS NOMINEES NAME) IN THE BOOKS MAINTAINED BY THE REGISTRAR, AND IS SUBJECT TO THE RECEIPT BY THE REGISTRAR (AND THE COMPANY, IF THEY SO REQUEST) OF A CERTIFICATION OF THE TRANSFEROR AND AN OPINION OF COUNSEL TO THE EFFECT THAT SUCH TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT, (II) TO THE COMPANY OR (III) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND, IN EACH CASE, IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER FROM IT OF THE NOTE EVIDENCED HEREBY OF THE RESALE RESTRICTIONS SET FORTH IN (A) ABOVE. THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.07 OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(A) OF THE INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE, AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY.

Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table 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 of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof. SIGNATURES Dated as of December 14Very truly yours, 1998 AEI RESOURCESTEXAS INDUSTRIES, INC. By: /s/ Xxxx XXXXXXX X. Xxxx ________________________ Name: Xxxx X. Xxxx Title: Confirmed and agreed to as Guarantors: 17 WEST MINING, INC., ACECO, INC., XXXXXXXXX MINING, INC., AEI COAL SALES COMPANY, INC., AEI HOLDING COMPANY, INC. AEI RESOURCES HOLDING, INC., AMERICOAL DEVELOPMENT COMPANY, APPALACHIAN REALTY COMPANY, AYRSHIRE LAND COMPANY, BELLAIRE TRUCKING COMPANY, BLUEGRASS COAL DEVELOPMENT COMPANY, BOWIE RESOURCES LIMITED CC COAL COMPANY, COAL VENTURES HOLDING COMPANY, INC., EAST KENTUCKY ENERGY CORPORATION, EMPLOYEE BENEFITS MANAGEMENT, INC., ENCOAL CORPORATION, ENERZ CORPORATION, EVERGREEN MINING COMPANY, FAIRVIEW LAND COMPANY, FRANKLIN COAL SALES COMPANY, GRASSY COVE COAL MINING COMPANY, HERITAGE MINING COMPANY, HIGHLAND COAL, INC., XXXXX-XXXXX CO., INC., XXXXXX COAL COMPANY, XXXXXX RESOURCES, INC., XXXXXX RESOURCES MANAGEMENT, INC., MEADOWLARK, INC., MEGA MINERALS, INC., MIDWEST COAL SALES COMPANY, MID-VOL LEASING, INC. MINING TECHNOLOGIES, INC., MOUNTAIN-CLAY, INCORPORATED (d/b/a Mountain Clay, Inc.), PHOENIX LAND COMPANY, PREMIUM PROCESSING, INC., PREMIUM COAL DEVELOPMENT COMPANY, PRO-LAND, INC. (d/b/a Kem Coal Company) R. & F. COAL COMPANY, RIVER COAL COMPANY, INC., ROARING CREEK COAL COMPANY, SHIPYARD RIVER COAL TERMINAL COMPANY, STRAIGHT CREEK COAL RESOURCES COMPANY, TENNESSEE MINING, INC., TURRIS COAL COMPANY, WYOMING COAL TECHNOLOGY, INC., XXXXXXX COAL HOLDING COMPANY, XXXXXXX ENVIRONMENTAL SERVICES COMPANY, ZENERGY, INC., each as Guarantor By: /s/ Xxxx X. Xxxx ________________________________ Name: Xxxx X. Xxxx Title: BEECH COAL COMPANY, CANNELTON, INC., CANNELTON INDUSTRIES, INC., CANNELTON LAND COMPANY, CANNELTON SALES COMPANY, XXXX COAL & DOCK COMPANY, XXXXXX HOLDINGS, INC., KANAWHA CORPORATION, KINDILL HOLDING, INC., KINDILL MINING, INC., MIDWEST COAL COMPANY , MOUNTAINEER COAL DEVELOPMENT COMPANY, MOUNTAIN COALS CORPORATION, OLD BEN COAL COMPANY, WEST VIRGINIA-INDIANA COAL HOLDING COMPANY, INC., each as Guarantor By: /s/ Xxxxxxx X. Xxxxxxxxx _______________________________ Name: Xxxxxxx X. Xxxxxxxxx Xxxxx Title: BENTLEY COAL COMPANYVP – Finance, SKYLINE COAL COMPANYChief Financial Officer Guarantors: BROOKHOLLOW CORPORATION BROOK HOLLOW PROPERTIES, KENTUCKY PRINCE MINING COMPANYINC. BROOKHOLLOW OF ALEXANDRIA, each as Guarantor By: GRASSY COVE COAL MINING COMPANYINC. BROOKHOLLOW OF VIRGINIA, ROARING CREEK COAL COMPANYINC. SOUTHWESTERN FINANCIAL CORPORATION CREOLE CORPORATION PACIFIC CUSTOM MATERIALS, each as General Partner of each of the entities listed above INC. RIVERSIDE CEMENT COMPANY XXXXXX LIMESTONE PRODUCTS, INC. RIVERSIDE CEMENT HOLDINGS COMPANY TXI AVIATION, INC. TXI CALIFORNIA INC. TXI CEMENT COMPANY TXI POWER COMPANY TXI RIVERSIDE INC. TXI TRANSPORTATION COMPANY By: /s/ Xxxx XXXXXXX X. Xxxx _________________________________ Name: Xxxx X. Xxxx Title: NUCOALXXXXX Authorized Officer TEXAS INDUSTRIES HOLDINGS, LLC, as Guarantor By: AMERICOAL DEVELOPMENT COMPANY ENCOAL CORPORATION each as Member LLC TEXAS INDUSTRIES TRUST TXI LLC TXI OPERATING TRUST By: /s/ Xxxx XXXXXXX X. Xxxx _________________________________ NameXXXXX Authorized Officer TXI OPERATIONS, LP By: Xxxx TXI Operating Trust, its general partner By: /s/ XXXXXXX X. Xxxx Title: STATE STREET XXXXX Authorized Officer U.S. BANK AND TRUST COMPANYNATIONAL ASSOCIATION, as Trustee By: /s/ Xxxxx X. Xxxxxx _________________________________ XXXX XXXXXXX Name: Xxxxx X. Xxxxxx Xxxx Xxxxxxx Title: Vice President EXHIBIT A-1 A [Face of Note] [INSERT APPROPRIATE LEGENDS] A1-1 CUSIP [ ] No. **$ ** TEXAS INDUSTRIES, INC. 9¼% Senior Notes due 2020 Issue Date: Texas Industries, Inc., a Delaware corporation (FACE the “Company”, which term includes any successor under this Indenture hereinafter referred to), for value received, promises to pay to CEDE & CO., or its registered assigns, the principal sum of [Amount of Note] ($ ) on August 15, 2020. Interest Payment Dates: February 15 and August 15, commencing February 15, 2011. Record Dates: February 1 and August 1. Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. [ATTACH NOTATION OF NOTE) ===============================================================================GUARANTEE FOR EACH GUARANTOR] A1-2

Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table 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 of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof. SIGNATURES 196 Dated as of December 14______, 1998 AEI RESOURCES_____ SIGNATURES: THE COMPANY: TRANSTECHNOLOGY CORPORATION By: /s/ Josexx X. Xxxxxxx ----------------------------------- Name:Josexx X. Xxxxxxx Title: Vice President THE GUARANTORS: TRANSTECHNOLOGY ACQUISITION CORPORATION By: /s/ Geraxx X. Xxxxxx ----------------------------------- Name: Geraxx X. Xxxxxx Title: Vice President & Secretary PALNUT FASTENERS, INC. By: /s/ Xxxx Geraxx X. Xxxx ________________________ Xxxxxx ----------------------------------- Name: Xxxx Geraxx X. Xxxx Xxxxxx Title: Confirmed and agreed to as GuarantorsVice President & Secretary INDUSTRIAL RETAINING RING COMPANY By: 17 WEST MINING, INC., ACECO, INC., XXXXXXXXX MINING, INC., AEI COAL SALES COMPANY, INC., AEI HOLDING COMPANY/s/ Geraxx X. Xxxxxx ----------------------------------- Name: Geraxx X. Xxxxxx Title: Vice President & Secretary RETAINERS, INC. AEI RESOURCES HOLDING, INC., AMERICOAL DEVELOPMENT COMPANY, APPALACHIAN REALTY COMPANY, AYRSHIRE LAND COMPANY, BELLAIRE TRUCKING COMPANY, BLUEGRASS COAL DEVELOPMENT COMPANY, BOWIE RESOURCES LIMITED CC COAL COMPANY, COAL VENTURES HOLDING COMPANY, INC., EAST KENTUCKY ENERGY CORPORATION, EMPLOYEE BENEFITS MANAGEMENT, INC., ENCOAL CORPORATION, ENERZ CORPORATION, EVERGREEN MINING COMPANY, FAIRVIEW LAND COMPANY, FRANKLIN COAL SALES COMPANY, GRASSY COVE COAL MINING COMPANY, HERITAGE MINING COMPANY, HIGHLAND COAL, INC., XXXXX-XXXXX CO., INC., XXXXXX COAL COMPANY, XXXXXX RESOURCES, INC., XXXXXX RESOURCES MANAGEMENT, INC., MEADOWLARK, INC., MEGA MINERALS, INC., MIDWEST COAL SALES COMPANY, MID-VOL LEASINGBy: /s/ Geraxx X. Xxxxxx ----------------------------------- Name: Geraxx X. Xxxxxx Title: Vice President & Secretary 197 RANCHO TRANSTECHNOLOGY CORPORATION By: /s/ Geraxx X. Xxxxxx ----------------------------------- Name: Geraxx X. Xxxxxx Title: Vice President & Secretary TRANSTECHNOLOGY SYSTEMS & SERVICES, INC. MINING TECHNOLOGIES, INC., MOUNTAIN-CLAY, INCORPORATED (d/b/a Mountain Clay, Inc.), PHOENIX LAND COMPANY, PREMIUM PROCESSING, INC., PREMIUM COAL DEVELOPMENT COMPANY, PRO-LANDBy: /s/ Geraxx X. Xxxxxx ----------------------------------- Name: Geraxx X. Xxxxxx Title: Vice President & Secretary ELECTRONIC CONNECTIONS AND ASSEMBLIES, INC. (d/b/a Kem Coal Company) R. & F. COAL COMPANY, RIVER COAL COMPANY, INC., ROARING CREEK COAL COMPANY, SHIPYARD RIVER COAL TERMINAL COMPANY, STRAIGHT CREEK COAL RESOURCES COMPANY, TENNESSEE MINING, INC., TURRIS COAL COMPANY, WYOMING COAL TECHNOLOGY, INC., XXXXXXX COAL HOLDING COMPANY, XXXXXXX ENVIRONMENTAL SERVICES COMPANY, ZENERGY, INC., each as Guarantor By: /s/ Xxxx Geraxx X. Xxxx ________________________________ Xxxxxx ----------------------------------- Name: Xxxx Geraxx X. Xxxx Xxxxxx Title: BEECH COAL COMPANY, CANNELTON, INC., CANNELTON INDUSTRIES, INC., CANNELTON LAND COMPANY, CANNELTON SALES COMPANY, XXXX COAL Vice President & DOCK COMPANY, XXXXXX HOLDINGS, INC., KANAWHA CORPORATION, KINDILL HOLDING, INC., KINDILL MINING, INC., MIDWEST COAL COMPANY , MOUNTAINEER COAL DEVELOPMENT COMPANY, MOUNTAIN COALS CORPORATION, OLD BEN COAL COMPANY, WEST VIRGINIA-INDIANA COAL HOLDING COMPANY, INC., each as Guarantor Secretary SSP INDUSTRIES By: /s/ Xxxxxxx Geraxx X. Xxxxxxxxx _______________________________ Xxxxxx ----------------------------------- Name: Xxxxxxx Geraxx X. Xxxxxxxxx Xxxxxx Title: BENTLEY COAL COMPANYVice President & Secretary SSP INTERNATIONAL SALES, SKYLINE COAL COMPANY, KENTUCKY PRINCE MINING COMPANY, each as Guarantor By: GRASSY COVE COAL MINING COMPANY, ROARING CREEK COAL COMPANY, each as General Partner of each of the entities listed above INC. By: /s/ Xxxx Geraxx X. Xxxx _________________________________ Xxxxxx ----------------------------------- Name: Xxxx Geraxx X. Xxxx Xxxxxx Title: NUCOALVice President & Secretary 198 TRANSTECHNOLOGY SEEGXX, LLC, as Guarantor By: AMERICOAL DEVELOPMENT COMPANY ENCOAL CORPORATION each as Member XXC. By: /s/ Xxxx Geraxx X. Xxxx _________________________________ Xxxxxx ----------------------------------- Name: Xxxx Geraxx X. Xxxx Xxxxxx Title: STATE STREET BANK AND Vice President & Secretary SEEGXX XXX. By: /s/ Geraxx X. Xxxxxx ----------------------------------- Name: Geraxx X. Xxxxxx Title: Vice President & Secretary TCR CORPORATION By: /s/ Geraxx X. Xxxxxx ----------------------------------- Name: Geraxx X. Xxxxxx Title: Vice President & Secretary NORCO, INC. By: /s/ Geraxx X. Xxxxxx ----------------------------------- Name: Geraxx X. Xxxxxx Title: Vice President & Secretary AEROSPACE RIVET MANUFACTURERS CORPORATION By: /s/ Geraxx X. Xxxxxx ----------------------------------- Name: Geraxx X. Xxxxxx Title: Vice President & Secretary ELLIXXX XXXG & WASHER INC. By: /s/ Geraxx X. Xxxxxx ----------------------------------- Name: Geraxx X. Xxxxxx Title: Vice President & Secretary 199 TRANSTECHNOLOGY ENGINEERED COMPONENTS, LLC By: /s/ Geraxx X. Xxxxxx ----------------------------------- Name: Geraxx X. Xxxxxx Title: Vice President & Secretary TRANSTECHNOLOGY CANADA CORPORATION By: /s/ Geraxx X. Xxxxxx ----------------------------------- Name: Geraxx X. Xxxxxx Title: Vice President & Secretary TRANSTECHNOLOGY INTERNATIONAL CORPORATION By: /s/ Geraxx X. Xxxxxx ----------------------------------- Name: Geraxx X. Xxxxxx Title: Vice President & Secretary 200 XXXXX XXXXXX XXXX XXX TRUST COMPANY, as Trustee AS TRUSTEE By: /s/ Jill Xxxxx X. Xxxxxx _________________________________ ----------------------------------- Name: Xxxxx X. Xxxxxx JILL XXXXX Title: Vice President EXHIBIT A-1 (FACE OF NOTEFace of Note) ================================================================================ CUSIP: [Series A] [Series B] Senior Subordinated Notes due 2009 No.: $_____________ TransTechnology Corporation promises to pay to____________________________________________________________ or registered assigns, the principal sum of__________________________________________________________ Dollars on __________, 2009. Interest Payment Dates: August 31, November 30, February 28 and May 31 Record Dates: August 15, November 15, February 14 and May 15 DATED: ____________, 200_ TRANSTECHNOLOGY CORPORATION BY:____________________________ Name: Title:

Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table Contents 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 of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof. Signatures on following page SIGNATURES Dated as of December 14May __, 1998 AEI RESOURCES1997 AMERICAN BUILDERS & CONTRACTORS SUPPLY CO., INC. By: /s/ Xxxx ---------------------------------- Name: Xxxxxxx X. Xxxx Xxxxxxxxx Title: President and Chief Executive Officer Attest: AMCRAFT BUILDING PRODUCTS CO., INC. By: ---------------------------------- Name: Xxxxxxx X. Xxxxxxxxx Title: President and CEO Attest: MULE-HIDE PRODUCTS CO., INC. By: ---------------------------------- Name: Xxxxxxx X. Xxxxxxxxx Title: President and CEO Attest: NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION By: ---------------------------------- Name: Title: Attest: SIGNATURES Dated as of May ________________, 1997 AMERICAN BUILDERS & CONTRACTORS SUPPLY CO., INC. By: ---------------------------------- Name: Xxxxxxx X. Xxxxxxxxx Title: President and Chief Executive Officer Attest: AMCRAFT BUILDING PRODUCTS CO., INC. By: ---------------------------------- Name: Xxxxxxx X. Xxxxxxxxx Title: President and CEO Attest: MULE-HIDE PRODUCTS CO., INC. By: ---------------------------------- Name: Xxxxxxx X. Xxxxxxxxx Title: President and CEO Attest: NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION By: ---------------------------------- Name: Title: Attest: Exhibit A (Face of Note) 10% [Series A] [Series B] Senior Subordinated Notes due 2007 No. $________ Name: Xxxx X. Xxxx Title: Confirmed and agreed to as Guarantors: 17 WEST MINING, INC., ACECO, INC., XXXXXXXXX MINING, INC., AEI COAL SALES COMPANY, INC., AEI HOLDING COMPANY, INC. AEI RESOURCES HOLDING, INC., AMERICOAL DEVELOPMENT COMPANY, APPALACHIAN REALTY COMPANY, AYRSHIRE LAND COMPANY, BELLAIRE TRUCKING COMPANY, BLUEGRASS COAL DEVELOPMENT COMPANY, BOWIE RESOURCES LIMITED CC COAL COMPANY, COAL VENTURES HOLDING COMPANY, INC., EAST KENTUCKY ENERGY CORPORATION, EMPLOYEE BENEFITS MANAGEMENT, INC., ENCOAL CORPORATION, ENERZ CORPORATION, EVERGREEN MINING COMPANY, FAIRVIEW LAND COMPANY, FRANKLIN COAL SALES COMPANY, GRASSY COVE COAL MINING COMPANY, HERITAGE MINING COMPANY, HIGHLAND COAL, INC., XXXXX-XXXXX AMERICAN BUILDERS & CONTRACTORS SUPPLY CO., INC.INC promises to pay to or registered assigns, XXXXXX COAL COMPANYthe principal sum of Dollars on May 15, XXXXXX RESOURCES2007, INC.Interest Payment Dates: May 15 and November 15 Record Dates: May 1 and November 1 Dated: ----------------------------------------- American Builders & Contractors Supply Co., XXXXXX RESOURCES MANAGEMENT, INC., MEADOWLARK, INC., MEGA MINERALS, INC., MIDWEST COAL SALES COMPANY, MID-VOL LEASING, INC. MINING TECHNOLOGIES, INC., MOUNTAIN-CLAY, INCORPORATED (d/b/a Mountain Clay, Inc.), PHOENIX LAND COMPANY, PREMIUM PROCESSING, INC., PREMIUM COAL DEVELOPMENT COMPANY, PRO-LAND, INC. (d/b/a Kem Coal Company) R. & F. COAL COMPANY, RIVER COAL COMPANY, INC., ROARING CREEK COAL COMPANY, SHIPYARD RIVER COAL TERMINAL COMPANY, STRAIGHT CREEK COAL RESOURCES COMPANY, TENNESSEE MINING, INC., TURRIS COAL COMPANY, WYOMING COAL TECHNOLOGY, INC., XXXXXXX COAL HOLDING COMPANY, XXXXXXX ENVIRONMENTAL SERVICES COMPANY, ZENERGY, INC., each as Guarantor Inc. -76- By: /s/ Xxxx X. Xxxx ________________________________ Name: Xxxx X. Xxxx Title: BEECH COAL COMPANY, CANNELTON, INC., CANNELTON INDUSTRIES, INC., CANNELTON LAND COMPANY, CANNELTON SALES COMPANY, XXXX COAL & DOCK COMPANY, XXXXXX HOLDINGS, INC., KANAWHA CORPORATION, KINDILL HOLDING, INC., KINDILL MINING, INC., MIDWEST COAL COMPANY , MOUNTAINEER COAL DEVELOPMENT COMPANY, MOUNTAIN COALS CORPORATION, OLD BEN COAL COMPANY, WEST VIRGINIA-INDIANA COAL HOLDING COMPANY, INC., each as Guarantor By: /s/ Xxxxxxx X. Xxxxxxxxx _______________________________ ------------------------------------------------- Name: Xxxxxxx X. Xxxxxxxxx Title: BENTLEY COAL COMPANY, SKYLINE COAL COMPANY, KENTUCKY PRINCE MINING COMPANY, each as Guarantor By: GRASSY COVE COAL MINING COMPANY, ROARING CREEK COAL COMPANY, each as General Partner of each President and Chief Executive Officer This is one of the entities listed above ByGlobal Notes referred to in the within-mentioned Indenture: /s/ Xxxx X. Xxxx _________________________________ Name: Xxxx X. Xxxx Title: NUCOALNorwest Bank Minnesota, LLC, as Guarantor By: AMERICOAL DEVELOPMENT COMPANY ENCOAL CORPORATION each as Member By: /s/ Xxxx X. Xxxx _________________________________ Name: Xxxx X. Xxxx Title: STATE STREET BANK AND TRUST COMPANY, National Association as Trustee By: /s/ Xxxxx X. Xxxxxx _________________________________ ------------------------------------------------- Name: Xxxxx X. Xxxxxx Title: Vice President EXHIBIT A-1 -77- (FACE Back of Note) 10% [Series A] [Series B] Senior Subordinated Notes due 2007 [Unless and until it is exchanged in whole or in part for Notes in definitive form, this Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. Unless this certificate is presented by an authorized representative of The Depository Trust Company (55 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx) ("DTC") to the issuer or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or such other name as may be requested by an authorized representative of DTC (and any payment is made to Cede & Co. or such other entity as may be 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.]/1/ THE NOTE (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER XXXXXXX 0 XX XXX XXXXXX XXXXXX SECURITIES ACT OF NOTE1933, AS AMENDED (THE "SECURITIES ACT"), AND THE NOTE EVIDENCED HEREBY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXECUTION THEREFROM. EACH PURCHASER OF THE NOTE EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION PROVIDED BY RULE 144A UNDER THE SECURITIES ACT. THE HOLDER OF THE NOTE EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) ===============================================================================SUCH NOTE MAY BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (1) (a) TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN OF RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (b) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144 UNDER THE SECURITIES ACT, (c) OUTSIDE THE UNITED STATES TO A FOREIGN PERSON IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 904 UNDER THE SECURITIES ACT OR (d) IN ACCORDANCE WITH ANOTHER EXTENSION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL IF THE CONTANY SO REQUESTS), (2) TO THE CONTANY OR (3) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT AND, IN EACH CASE, IN ACCORDANCE WITH THE APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER ------------------------

Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table 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 of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof. SIGNATURES Dated as of December 14[Indenture signature page follows] 100 [Indenture signature page] Company: DATED: JUNE 6, 1998 AEI RESOURCES, INC. By2003 IASIS HEALTHCARE CORPORATION BY: /s/ Xxxx X. Xxxx David R. White ________________________ Name: Xxxx X. Xxxx Title: Confirmed and agreed to as Guarantors: 17 WEST MINING, INC., ACECO, INC., XXXXXXXXX MINING, INC., AEI COAL SALES COMPANY, INC., AEI HOLDING COMPANY, INC. AEI RESOURCES HOLDING, INC., AMERICOAL DEVELOPMENT COMPANY, APPALACHIAN REALTY COMPANY, AYRSHIRE LAND COMPANY, BELLAIRE TRUCKING COMPANY, BLUEGRASS COAL DEVELOPMENT COMPANY, BOWIE RESOURCES LIMITED CC COAL COMPANY, COAL VENTURES HOLDING COMPANY, INC., EAST KENTUCKY ENERGY CORPORATION, EMPLOYEE BENEFITS MANAGEMENT, INC., ENCOAL CORPORATION, ENERZ CORPORATION, EVERGREEN MINING COMPANY, FAIRVIEW LAND COMPANY, FRANKLIN COAL SALES COMPANY, GRASSY COVE COAL MINING COMPANY, HERITAGE MINING COMPANY, HIGHLAND COAL, INC., XXXXX-XXXXX CO., INC., XXXXXX COAL COMPANY, XXXXXX RESOURCES, INC., XXXXXX RESOURCES MANAGEMENT, INC., MEADOWLARK, INC., MEGA MINERALS, INC., MIDWEST COAL SALES COMPANY, MID-VOL LEASING, INC. MINING TECHNOLOGIES, INC., MOUNTAIN-CLAY, INCORPORATED (d/b/a Mountain Clay, Inc.), PHOENIX LAND COMPANY, PREMIUM PROCESSING, INC., PREMIUM COAL DEVELOPMENT COMPANY, PRO-LAND, INC. (d/b/a Kem Coal Company) R. & F. COAL COMPANY, RIVER COAL COMPANY, INC., ROARING CREEK COAL COMPANY, SHIPYARD RIVER COAL TERMINAL COMPANY, STRAIGHT CREEK COAL RESOURCES COMPANY, TENNESSEE MINING, INC., TURRIS COAL COMPANY, WYOMING COAL TECHNOLOGY, INC., XXXXXXX COAL HOLDING COMPANY, XXXXXXX ENVIRONMENTAL SERVICES COMPANY, ZENERGY, INC., each as Guarantor By: /s/ Xxxx X. Xxxx ________________________________ Name: Xxxx X. Xxxx Title: BEECH COAL COMPANY, CANNELTON, INC., CANNELTON INDUSTRIES, INC., CANNELTON LAND COMPANY, CANNELTON SALES COMPANY, XXXX COAL & DOCK COMPANY, XXXXXX HOLDINGS, INC., KANAWHA CORPORATION, KINDILL HOLDING, INC., KINDILL MINING, INC., MIDWEST COAL COMPANY , MOUNTAINEER COAL DEVELOPMENT COMPANY, MOUNTAIN COALS CORPORATION, OLD BEN COAL COMPANY, WEST VIRGINIA-INDIANA COAL HOLDING COMPANY, INC., each as Guarantor By: /s/ Xxxxxxx X. Xxxxxxxxx _______________________________ Name: Xxxxxxx X. Xxxxxxxxx Title: BENTLEY COAL COMPANY, SKYLINE COAL COMPANY, KENTUCKY PRINCE MINING COMPANY, each as Guarantor By: GRASSY COVE COAL MINING COMPANY, ROARING CREEK COAL COMPANY, each as General Partner of each of the entities listed above By: /s/ Xxxx X. Xxxx _________________________________ Name: Xxxx X. Xxxx David R. White Title: NUCOALPresident and Chxxx Xxxxxxxxx Officer Guarantors: ARIZONA DIAGNOSTIC & SURGICAL CENTER, LLCINC. BAPTIST JOINT VENTURE HOLDINGS, as Guarantor By: AMERICOAL DEVELOPMENT INC. BEAUMONT HOSPITAL HOLDINGS, INC. BILTMORE SURGERY CENTER HOLDINGS, INC. CLINICARE OF UTAH, INC. DAVIS HOSPITAL & MEDICAL CENTER, INC. XXXXX SURGICAL CENTER HOLDINGS, INC. FXXXX CHOICE PHYSICIANS NETWORK HOLDINGS, INC. IASIS HEALTHCARE HOLDINGS, INC. IASIS MANAGEMENT COMPANY ENCOAL CORPORATION each as Member JORDAN VALLEY HOSPITAL HOLDINGS, INC. METRO AMBULATORY SURGERY CENTER, INC. PIONEER VALLEY HEALTH PLAN, INC. PIONEER VALLEY HOSPITAL, INC. ROCKY MOUNTAIN MEDICAL CENTER, INC. SALT LAKE REGIONAL MEDICAL CENTER, INC. SANDY CITY HOLDINGS, INC. SOUTHRIDGE PXXXX HOLDINGS, INC. SSJ ST. PETERSBURG HOLDINGS, INC. BROOKWOOD DIAGNOSTIC CENTER OF TAMPA, INC. IASIS PHYSICIANS SERVICES, INC. CLINICARE OF TEXAS, INC. IASIS FINANCE, INC. IASIS HOME INFUSION AND MEDICAL EQUIPMENT, INC. IASIS TRANSCO, INC. MCS/AZ, INC. By: /s/ Xxxx X. Xxxx W. Carl Whitmer ____________________________________________ Name: Xxxx X. Xxxx W. Carl Whitmer Title: STATE STREET Chief Financial Ofxxxxx GUARANTORS (CONTINUED): PALMS OF PASADENA HOMECARE, INC. TAMPA BAY STAFFING SOLUTIONS, INC. IASIS HEALTHCARE MSO SUB OF SALT LAKE CITY, LLC BILTMORE SURGERY CENTER, INC. MEMORIAL HOSPITAL OF TAMPA, LP MESA GENERAL HOSPITAL, LP ODESSA REGIONAL HOSPITAL, LP PALMS OF PASADENA HOSPITAL, LP SOUTHWEST GENERAL HOSPITAL, LP ST. LUKE'S BEHAVIORAL HOSPITAL, LP ST. LUKE'S MEDICAL CENTER, LP TEMPE ST. LUKE'S HOSPITAL, LP TOWN & COUNTRY HOSPITAL, LP JORDAN VALLEY HOSPITAL, LP XXXXXXXXX XXXXX XOSPITAL, LP By: IASIS HEALTHCARE HOLDINGS, INC. By: /s/ W. Carl Whitmer ---------------------------------------- Name: W. Carl Whitmer Title: Chief Financiax Xxxxxxx XHE BANK AND TRUST COMPANYOF NEW YORK, as Trustee ByBY: /s/ Xxxxx X. Xxxxxx _________________________________ Name: Xxxxx X. Xxxxxx Title: Vice President Mary K. LaGumina ----------------------------- Authorized Xxxxxxxxx EXHIBIT A-1 A (FACE OF NOTEFace of Note) ================================================================================ CUSIP____________

Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table 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 of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof. SIGNATURES Dated as of December 14February 10, 1998 AEI RESOURCES2005 Very truly yours, AMR HOLDCO, INC. By: /s/ Xxxx Xxxxxxx X. Xxxxxx ---------------------------------- Name: Xxxxxxx X. Xxxxxx Title: Chief Executive Officer EMCARE HOLDCO, INC. By: /s/ Xxxxxxx X. Xxxxxx ---------------------------------- Name: Xxxxxxx X. Xxxxxx Title: Chief Executive Officer EMERGENCY MEDICAL SERVICES L.P. By: Emergency Medical Services Corporation, its general partner By: /s/ Xxxxxxx X. Xxxxxx ------------------------------------- Name: Xxxxxxx X. Xxxxxx Title: Chairman and Chief Executive Officer AMERICAN MEDICAL RESPONSE, INC. HANK'S ACQUISITION CORP. FOUNTAIN AMBULANCE SERVICE, INC. MEDLIFE EMERGENCY MEDICAL SERVICE, INC. AMERICAN MEDICAL RESPONSE NORTHWEST, INC. AMERICAN MEDICAL RESPONSE WEST METROPOLITAN AMBULANCE SERVICE AMERICAN MEDICAL RESPONSE OF INLAND EMPIRE DESERT VALLEY MEDICAL TRANSPORT, INC. SPRINGS AMBULANCE SERVICE, INC. AMERICAN MEDICAL RESPONSE OF COLORADO, INC. INTERNATIONAL LIFE SUPPORT, INC. MEDEVAC MIDAMERICA, INC. MEDEVAC MEDICAL RESPONSE, INC. AMERICAN MEDICAL RESPONSE OF OKLAHOMA, INC. AMERICAN MEDICAL RESPONSE OF TEXAS, INC. XXXX AMBULANCE SERVICE, INC. AMERICAN MEDICAL RESPONSE HOLDINGS, INC. AMERICAN MEDICAL RESPONSE MANAGEMENT, INC. A1 LEASING, INC. FLORIDA EMERGENCY PARTNERS, INC. MOBILE MEDIC AMBULANCE SERVICE, INC. METRO AMBULANCE SERVICE, INC. METRO AMBULANCE SERVICE (RURAL), INC. MEDIC ONE AMBULANCE SERVICES, INC. AMERICAN MEDICAL RESPONSE OF SOUTH CAROLINA, INC. AMERICAN MEDICAL RESPONSE OF NORTH CAROLINA, INC. AMERICAN MEDICAL RESPONSE OF GEORGIA, INC. XXXXX COUNTY EMERGENCY MEDICAL SERVICES, INC. XXXXXX EASTERN AMBULANCE SERVICE, INC. MEDI-CAR SYSTEMS, INC. MEDI-CAR AMBULANCE SERVICE, INC. AMERICAN MEDICAL RESPONSE OF TENNESSEE, INC. PHYSICIANS & SURGEONS AMBULANCE SERVICE, INC. AMERICAN MEDICAL RESPONSE OF ILLINOIS, INC. MIDWEST AMBULANCE MANAGEMENT COMPANY PARAMED, INC. MERCY AMBULANCE OF EVANSVILLE, INC. TIDEWATER AMBULANCE SERVICE, INC. AMERICAN MEDICAL RESPONSE OF CONNECTICUT, INCORPORATED AMERICAN MEDICAL RESPONSE OF MASSACHUSETTS, INC. AMERICAN MEDICAL RESPONSE MID-ATLANTIC, INC. AMBULANCE ACQUISITION, INC. METRO AMBULANCE SERVICES, INC. BROWARD AMBULANCE, INC. ATLANTIC AMBULANCE SERVICES ACQUISITION, INC. ATLANTIC/KEY WEST AMBULANCE, INC. ATLANTIC/PALM BEACH AMBULANCE, INC. SEMINOLE COUNTY AMBULANCE, INC. LIFEFLEET SOUTHEAST, INC. AMERICAN MEDICAL PATHWAYS, INC. XXXX TRANSPORTATION SERVICE, INC. ASSOCIATED AMBULANCE SERVICE, INC. PARK AMBULANCE SERVICE INC. FIVE COUNTIES AMBULANCE SERVICE, INC. SUNRISE HANDICAP TRANSPORT CORP. STAT HEALTHCARE, INC. XXXXXXX MEDICAL TRANSPORTATION, INC. MERCY, INC. AMERICAN INVESTMENT ENTERPRISES, INC. LIFECARE AMBULANCE SERVICE, INC. TEK, INC. MERCY LIFE CARE HEMET VALLEY AMBULANCE SERVICE, INC. AMERICAN MEDICAL RESPONSE OF SOUTHERN CALIFORNIA MEDIC ONE OF XXXX, INC. XXXXXXX AMBULANCE SERVICE, INC. AMERICAN MEDICAL RESPONSE DELAWARE VALLEY, LLC By: American Medical Response Mid-Atlantic, Inc., its sole member REGIONAL EMERGENCY SERVICES, LP By: Florida Emergency Partners, Inc., its general partner PROVIDACARE, L.L.C. By: American Medical Pathways, Inc., its sole member By: /s/ Xxxxxx X. Xxxx _________--------------------------------- Name: Xxxxxx X. Xxxx Title: Vice President EMCARE HOLDINGS INC. EMCARE, INC. EMCARE OF ALABAMA, INC. EMCARE CONTRACT OF ARKANSAS, INC. EMCARE OF ARIZONA, INC. EMCARE OF CALIFORNIA, INC. EMCARE OF COLORADO, INC. EMCARE OF CONNECTICUT, INC. EMCARE OF FLORIDA, INC. EMCARE OF GEORGIA, INC. EMCARE OF HAWAII, INC. EMCARE OF INDIANA, INC. EMCARE OF IOWA, INC. EMCARE OF KENTUCKY, INC. EMCARE OF LOUISIANA, INC. EMCARE OF MAINE, INC. EMCARE OF MICHIGAN, INC. EMCARE OF MINNESOTA, INC. EMCARE OF MISSISSIPPI, INC. EMCARE OF MISSOURI, INC. EMCARE OF NEVADA, INC. EMCARE OF NEW HAMPSHIRE, INC. EMCARE OF NEW JERSEY, INC. EMCARE OF NEW MEXICO, INC. EMCARE OF NEW YORK, INC. EMCARE OF NORTH CAROLINA, INC. EMCARE OF NORTH DAKOTA, INC. EMCARE OF OHIO, INC. EMCARE OF OKLAHOMA, INC. EMCARE OF OREGON, INC. EMCARE OF PENNSYLVANIA, INC. EMCARE OF RHODE ISLAND, INC. EMCARE OF SOUTH CAROLINA, INC. EMCARE OF TENNESSEE, INC. EMCARE OF TEXAS, INC. EMCARE OF VERMONT, INC. EMCARE OF VIRGINIA, INC. EMCARE OF WASHINGTON, INC. EMCARE OF WEST VIRGINIA, INC. EMCARE OF WISCONSIN, INC. EMCARE PHYSICIAN PROVIDERS, INC. EMCARE PHYSICIAN SERVICES, INC. EMCARE SERVICES OF ILLINOIS, INC. EMCARE SERVICES OF MASSACHUSETTS, INC. EMCARE ANESTHESIA SERVICES, INC. ECEP, INC. COORDINATED HEALTH SERVICES, INC. EM-CODE REIMBURSEMENT SOLUTIONS, INC. EMERGENCY MEDICINE EDUCATION SYSTEMS, INC. EMERGENCY SPECIALISTS OF ARKANSAS, INC. II FIRST MEDICAL/EMCARE, INC. HEALTHCARE ADMINISTRATIVE SERVICES, INC. OLD STAT, INC. REIMBURSEMENT TECHNOLOGIES, INC. STAT PHYSICIANS, INC. THE XXXXX GROUP, INC. TIFTON MANAGEMENT SERVICES, INC. XXXXXX EMERGENCY SERVICES, INC. HELIX PHYSICIANS MANAGEMENT, INC. XXXXXX XXXXX XXXXXX, INC. PACIFIC EMERGENCY SPECIALISTS MANAGEMENT, INC. AMERICAN EMERGENCY PHYSICIANS MANAGEMENT, INC. PHYSICIAN ACCOUNT MANAGEMENT, INC. PROVIDER ACCOUNT MANAGEMENT, INC. XXXXXXX X. XXXXXXXX, INC. EMCARE OF MARYLAND LLC, By: EmCare Holdings Inc. and EmCare, Inc., its members EMS MANAGEMENT LLC By: AMR HoldCo, Inc. and EmCare HoldCo, Inc., its members By: /s/ Xxxxxxx X. Xxxxxx ---------------------------------- Name: Xxxxxxx X. Xxxxxx Title: Chief Executive Officer U.S. BANK TRUST NATIONAL ASSOCIATION AS TRUSTEE By: /s/ Xxxxxx Xxxxxx ---------------------------------- (Authorized Signatory) EXHIBIT A (Face of Note) 10% Senior Subordinated Notes due 2015 CUSIP No. _______________ Name: Xxxx X. Xxxx Title: Confirmed and agreed to as Guarantors: 17 WEST MINING, INC., ACECO, INC., XXXXXXXXX MINING, INC., AEI COAL SALES COMPANY, INC., AEI HOLDING COMPANY, INC. AEI RESOURCES HOLDING, INC., AMERICOAL DEVELOPMENT COMPANY, APPALACHIAN REALTY COMPANY, AYRSHIRE LAND COMPANY, BELLAIRE TRUCKING COMPANY, BLUEGRASS COAL DEVELOPMENT COMPANY, BOWIE RESOURCES LIMITED CC COAL COMPANY, COAL VENTURES HOLDING COMPANY, INC., EAST KENTUCKY ENERGY CORPORATION, EMPLOYEE BENEFITS MANAGEMENT, INC., ENCOAL CORPORATION, ENERZ CORPORATION, EVERGREEN MINING COMPANY, FAIRVIEW LAND COMPANY, FRANKLIN COAL SALES COMPANY, GRASSY COVE COAL MINING COMPANY, HERITAGE MINING COMPANY, HIGHLAND COAL, INC., XXXXX-XXXXX CO., INC., XXXXXX COAL COMPANY, XXXXXX RESOURCES, INC., XXXXXX RESOURCES MANAGEMENT, INC., MEADOWLARK, INC., MEGA MINERALS, INC., MIDWEST COAL SALES COMPANY, MID-VOL LEASING, INC. MINING TECHNOLOGIES, INC., MOUNTAIN-CLAY, INCORPORATED (d/b/a Mountain Clay, Inc.), PHOENIX LAND COMPANY, PREMIUM PROCESSING, INC., PREMIUM COAL DEVELOPMENT COMPANY, PRO-LAND, INC. (d/b/a Kem Coal Company) R. & F. COAL COMPANY, RIVER COAL COMPANY, INC., ROARING CREEK COAL COMPANY, SHIPYARD RIVER COAL TERMINAL COMPANY, STRAIGHT CREEK COAL RESOURCES COMPANY, TENNESSEE MINING, INC., TURRIS COAL COMPANY, WYOMING COAL TECHNOLOGY, INC., XXXXXXX COAL HOLDING COMPANY, XXXXXXX ENVIRONMENTAL SERVICES COMPANY, ZENERGY, INC., each as Guarantor By: /s/ Xxxx X. Xxxx ____________________$____________ Name: Xxxx X. Xxxx Title: BEECH COAL COMPANY, CANNELTONAMR HOLDCO, INC., CANNELTON INDUSTRIESa Delaware corporation ("AMR HoldCo") and EMCARE HOLDCO, INC., CANNELTON LAND COMPANYa Delaware corporation ("EmCare HoldCo" and, CANNELTON SALES COMPANYtogether with AMR HoldCo, XXXX COAL the "Issuers", which term includes any successor entity) promises to pay to CEDE & DOCK COMPANY, XXXXXX HOLDINGS, INCCO., KANAWHA CORPORATIONor registered assigns, KINDILL HOLDING, INC., KINDILL MINING, INC., MIDWEST COAL COMPANY , MOUNTAINEER COAL DEVELOPMENT COMPANY, MOUNTAIN COALS CORPORATION, OLD BEN COAL COMPANY, WEST VIRGINIA-INDIANA COAL HOLDING COMPANY, INC., each as Guarantor By: /s/ Xxxxxxx X. Xxxxxxxxx ____________________the principal sum of ___________ NameDollars on February 15, 2015 Interest Payment Dates: Xxxxxxx X. Xxxxxxxxx Title: BENTLEY COAL COMPANY, SKYLINE COAL COMPANY, KENTUCKY PRINCE MINING COMPANY, each as Guarantor By: GRASSY COVE COAL MINING COMPANY, ROARING CREEK COAL COMPANY, each as General Partner of each of the entities listed above By: /s/ Xxxx X. Xxxx _________________________________ Name: Xxxx X. Xxxx Title: NUCOAL, LLC, as Guarantor By: AMERICOAL DEVELOPMENT COMPANY ENCOAL CORPORATION each as Member By: /s/ Xxxx X. Xxxx _________________________________ Name: Xxxx X. Xxxx Title: STATE STREET BANK AND TRUST COMPANY, as Trustee By: /s/ Xxxxx X. Xxxxxx _________________________________ Name: Xxxxx X. Xxxxxx Title: Vice President EXHIBIT A-1 (FACE OF NOTE) ===============================================================================February 15 and August 15.

Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table and Headings of the Articles and Sections of this Senior Discount Indenture have been inserted for convenience of reference only, are not to be considered a part of this Senior Discount Indenture and shall will in no way modify or restrict any of the terms or provisions hereof. SIGNATURES 113 Dated as of December 14September 23, 1998 AEI RESOURCES2004 SIGNATURES VANGUARD HEALTH HOLDING COMPANY I, LLC By: /s/ Xxxxxx X. Xxxxx --------------------------------------- Name: Xxxxxx X. Xxxxx Title: Executive Vice President, Chief Financial Officer & Treasurer VANGUARD HOLDING COMPANY I, INC. By: /s/ Xxxx Xxxxxx X. Xxxx Xxxxx --------------------------------------- Name: Xxxxxx X. Xxxxx Title: Executive Vice President, Chief Financial Officer & Treasurer VANGUARD HEALTH SYSTEMS, INC. By: /s/ Xxxxxx X. Xxxxx --------------------------------------- Name: Xxxxxx X. Xxxxx Title: Executive Vice President, Chief Financial Officer & Treasurer Counterpart Signature Page Senior Discount Notes Indenture Dated as of September 23, 2004 SIGNATURES U.S. Bank National Association By: /s/ Xxxxxxx Xxxxxxxx ---------------------------------------- Authorized Signatory Counterpart Signature Page Senior Discount Notes Indenture EXHIBIT A1 [Face of Senior Discount Note] CUSIP/ISIN 11-1/4% Senior Discount Notes due 2015 No. ____________ Principal Amount at Maturity $_____________ Name: Xxxx X. Xxxx Title: Confirmed THIS NOTE IS ISSUED WITH ORIGINAL ISSUE DISCOUNT FOR PURPOSES OF SECTION 0000 XX XXX. XX XXX XXXXXX XXXXXX INTERNAL REVENUE CODE OF 1986, AS AMENDED. FOR EACH $1,000 PRINCIPAL AMOUNT AT MATURITY OF THIS NOTE, THE ISSUE PRICE IS $577.13 AND THE AMOUNT OF ORIGINAL ISSUE DISCOUNT IS $422.87. THE ISSUE DATE OF THIS NOTE IS SEPTEMBER 23, 2004 AND THE YIELD TO MATURITY (COMPOUNDED SEMI-ANNUALLY) IS 11.25%. VANGUARD HEALTH HOLDING COMPANY I, LLC and agreed to as Guarantors: 17 WEST MINING, INC., ACECO, INC., XXXXXXXXX MINING, INC., AEI COAL SALES COMPANY, INC., AEI VANGUARD HOLDING COMPANYCOMPANY I, INC. AEI RESOURCES HOLDINGpromise to pay to CEDE & CO. or registered assigns, INC., AMERICOAL DEVELOPMENT COMPANY, APPALACHIAN REALTY COMPANY, AYRSHIRE LAND COMPANY, BELLAIRE TRUCKING COMPANY, BLUEGRASS COAL DEVELOPMENT COMPANY, BOWIE RESOURCES LIMITED CC COAL COMPANY, COAL VENTURES HOLDING COMPANY, INC., EAST KENTUCKY ENERGY CORPORATION, EMPLOYEE BENEFITS MANAGEMENT, INC., ENCOAL CORPORATION, ENERZ CORPORATION, EVERGREEN MINING COMPANY, FAIRVIEW LAND COMPANY, FRANKLIN COAL SALES COMPANY, GRASSY COVE COAL MINING COMPANY, HERITAGE MINING COMPANY, HIGHLAND COAL, INC., XXXXX-XXXXX CO., INC., XXXXXX COAL COMPANY, XXXXXX RESOURCES, INC., XXXXXX RESOURCES MANAGEMENT, INC., MEADOWLARK, INC., MEGA MINERALS, INC., MIDWEST COAL SALES COMPANY, MID-VOL LEASING, INC. MINING TECHNOLOGIES, INC., MOUNTAIN-CLAY, INCORPORATED (d/b/a Mountain Clay, Inc.), PHOENIX LAND COMPANY, PREMIUM PROCESSING, INC., PREMIUM COAL DEVELOPMENT COMPANY, PRO-LAND, INC. (d/b/a Kem Coal Company) R. & F. COAL COMPANY, RIVER COAL COMPANY, INC., ROARING CREEK COAL COMPANY, SHIPYARD RIVER COAL TERMINAL COMPANY, STRAIGHT CREEK COAL RESOURCES COMPANY, TENNESSEE MINING, INC., TURRIS COAL COMPANY, WYOMING COAL TECHNOLOGY, INC., XXXXXXX COAL HOLDING COMPANY, XXXXXXX ENVIRONMENTAL SERVICES COMPANY, ZENERGY, INC., each as Guarantor By: /s/ Xxxx X. Xxxx ______________________the principal sum of $__________ Name: Xxxx X. Xxxx Title: BEECH COAL COMPANYDOLLARS on October 1, CANNELTON, INC2015., CANNELTON INDUSTRIES, INC., CANNELTON LAND COMPANY, CANNELTON SALES COMPANY, XXXX COAL & DOCK COMPANY, XXXXXX HOLDINGS, INC., KANAWHA CORPORATION, KINDILL HOLDING, INC., KINDILL MINING, INC., MIDWEST COAL COMPANY , MOUNTAINEER COAL DEVELOPMENT COMPANY, MOUNTAIN COALS CORPORATION, OLD BEN COAL COMPANY, WEST VIRGINIA-INDIANA COAL HOLDING COMPANY, INC., each as Guarantor By: /s/ Xxxxxxx X. Xxxxxxxxx _______________________________ Name: Xxxxxxx X. Xxxxxxxxx Title: BENTLEY COAL COMPANY, SKYLINE COAL COMPANY, KENTUCKY PRINCE MINING COMPANY, each as Guarantor By: GRASSY COVE COAL MINING COMPANY, ROARING CREEK COAL COMPANY, each as General Partner of each of the entities listed above By: /s/ Xxxx X. Xxxx _________________________________ Name: Xxxx X. Xxxx Title: NUCOAL, LLC, as Guarantor By: AMERICOAL DEVELOPMENT COMPANY ENCOAL CORPORATION each as Member By: /s/ Xxxx X. Xxxx _________________________________ Name: Xxxx X. Xxxx Title: STATE STREET BANK AND TRUST COMPANY, as Trustee By: /s/ Xxxxx X. Xxxxxx _________________________________ Name: Xxxxx X. Xxxxxx Title: Vice President EXHIBIT A-1 (FACE OF NOTE) ===============================================================================

Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table 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 of this Indenture and shall will in no way modify or restrict any of the terms or provisions hereof. SIGNATURES TO INDENTURE Dated as of December 14October 4, 1998 AEI RESOURCES2005 Brookstone Company, Inc. By: /s/ XXXXXX X. XXXXXX Name: Xxxxxx X. Xxxxxx Title: Executive Vice President Brookstone, Inc. By: /s/ XXXXXX X. XXXXXX Name: Xxxxxx X. Xxxxxx Title: Executive Vice President Brookstone International Holdings, Inc. By: /s/ XXXXXX X. XXXXXX Name: Xxxxxx X. Xxxxxx Title: Executive Vice President Brookstone Purchasing, Inc. By: /s/ XXXXXX X. XXXXXX Name: Xxxxxx X. Xxxxxx Title: Executive Vice President Brookstone Stores, Inc. By: /s/ XXXXXX X. XXXXXX Name: Xxxxxx X. Xxxxxx Title: Executive Vice President Brookstone Retail Puerto Rico, Inc. By: /s/ XXXXXX X. XXXXXX Name: Xxxxxx X. Xxxxxx Title: Executive Vice President Brookstone Holdings, Inc. By: /s/ XXXXXX X. XXXXXX Name: Xxxxxx X. Xxxxxx Title: Executive Vice President Brookstone Properties, Inc. By: /s/ XXXXXX X. XXXXXX Name: Xxxxxx X. Xxxxxx Title: Executive Vice President Advanced Audio Concepts, Limited By: /s/ XXXXXX X. XXXXXX Name: Xxxxxx X. Xxxxxx Title: Executive Vice President Gardeners Eden, Inc. By: /s/ XXXXXX X. XXXXXX Name: Xxxxxx X. Xxxxxx Title: Executive Vice President Xxxxx Fargo Bank, N.A. Trustee By: /s/ XXXXXX X. X’XXXXXXX Name: Xxxxxx X. X’Xxxxxxx Title: Vice President [Face of Note] CUSIP/CINS 12.00% Second Lien Senior Secured Notes due 2012 No. $ BROOKSTONE COMPANY, INC. promises to pay to [ ] or registered assigns, the principal sum of DOLLARS on October 15, 2012. Interest Payment Dates: April 15 and October 15 Record Dates: April 1 and October 1 Dated: , 200 BROOKSTONE COMPANY, INC. By: /s/ Xxxx X. Xxxx ________________________ Name: Xxxx X. Xxxx Title: Confirmed and agreed to as Guarantors: 17 WEST MINING, INC., ACECO, INC., XXXXXXXXX MINING, INC., AEI COAL SALES COMPANY, INC., AEI HOLDING COMPANY, INC. AEI RESOURCES HOLDING, INC., AMERICOAL DEVELOPMENT COMPANY, APPALACHIAN REALTY COMPANY, AYRSHIRE LAND COMPANY, BELLAIRE TRUCKING COMPANY, BLUEGRASS COAL DEVELOPMENT COMPANY, BOWIE RESOURCES LIMITED CC COAL COMPANY, COAL VENTURES HOLDING COMPANY, INC., EAST KENTUCKY ENERGY CORPORATION, EMPLOYEE BENEFITS MANAGEMENT, INC., ENCOAL CORPORATION, ENERZ CORPORATION, EVERGREEN MINING COMPANY, FAIRVIEW LAND COMPANY, FRANKLIN COAL SALES COMPANY, GRASSY COVE COAL MINING COMPANY, HERITAGE MINING COMPANY, HIGHLAND COAL, INC., XXXXX-XXXXX CO., INC., XXXXXX COAL COMPANY, XXXXXX RESOURCES, INC., XXXXXX RESOURCES MANAGEMENT, INC., MEADOWLARK, INC., MEGA MINERALS, INC., MIDWEST COAL SALES COMPANY, MID-VOL LEASING, INC. MINING TECHNOLOGIES, INC., MOUNTAIN-CLAY, INCORPORATED (d/b/a Mountain Clay, Inc.), PHOENIX LAND COMPANY, PREMIUM PROCESSING, INC., PREMIUM COAL DEVELOPMENT COMPANY, PRO-LAND, INC. (d/b/a Kem Coal Company) R. & F. COAL COMPANY, RIVER COAL COMPANY, INC., ROARING CREEK COAL COMPANY, SHIPYARD RIVER COAL TERMINAL COMPANY, STRAIGHT CREEK COAL RESOURCES COMPANY, TENNESSEE MINING, INC., TURRIS COAL COMPANY, WYOMING COAL TECHNOLOGY, INC., XXXXXXX COAL HOLDING COMPANY, XXXXXXX ENVIRONMENTAL SERVICES COMPANY, ZENERGY, INC., each as Guarantor By: /s/ Xxxx X. Xxxx ________________________________ Name: Xxxx X. Xxxx Title: BEECH COAL COMPANY, CANNELTON, INC., CANNELTON INDUSTRIES, INC., CANNELTON LAND COMPANY, CANNELTON SALES COMPANY, XXXX COAL & DOCK COMPANY, XXXXXX HOLDINGS, INC., KANAWHA CORPORATION, KINDILL HOLDING, INC., KINDILL MINING, INC., MIDWEST COAL COMPANY , MOUNTAINEER COAL DEVELOPMENT COMPANY, MOUNTAIN COALS CORPORATION, OLD BEN COAL COMPANY, WEST VIRGINIA-INDIANA COAL HOLDING COMPANY, INC., each as Guarantor By: /s/ Xxxxxxx X. Xxxxxxxxx _______________________________ Name: Xxxxxxx X. Xxxxxxxxx Title: BENTLEY COAL COMPANY, SKYLINE COAL COMPANY, KENTUCKY PRINCE MINING COMPANY, each as Guarantor By: GRASSY COVE COAL MINING COMPANY, ROARING CREEK COAL COMPANY, each as General Partner of each This is one of the entities listed above ByNotes referred to in the within-mentioned Indenture: /s/ Xxxx X. Xxxx _________________________________ Name: Xxxx X. Xxxx Title: NUCOAL, LLC, as Guarantor By: AMERICOAL DEVELOPMENT COMPANY ENCOAL CORPORATION each as Member By: /s/ Xxxx X. Xxxx _________________________________ Name: Xxxx X. Xxxx Title: STATE STREET BANK AND TRUST COMPANYXXXXX FARGO BANK, as Trustee By: /s/ Xxxxx X. Xxxxxx _________________________________ Name: Xxxxx X. Xxxxxx Title: Vice President EXHIBIT A-1 (FACE OF NOTE) ===============================================================================Authorized Signatory [Back of Note] 12.00% Second Lien Senior Secured Notes due 2012 [Insert the Global Note Legend, if applicable pursuant to the provisions of the Indenture] [Insert the Private Placement Legend, if applicable pursuant to the provisions of the Indenture] Capitalized terms used herein have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table 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 of this Indenture and shall will in no way modify or restrict any of the terms or provisions hereof. 105 SIGNATURES Dated as of December 149, 1998 AEI RESOURCES2005 Ventas Realty, INC. Limited Partnership By: Ventas, Inc., its General Partner By: /s/ Xxxx X. Xxxx ________________________ T. XXXXXXX XXXXX Name: Xxxx X. Xxxx T. Xxxxxxx Xxxxx Title: Confirmed Executive Vice President, General Counsel and agreed to as Guarantors: 17 WEST MINING, INC., ACECO, INC., XXXXXXXXX MINING, INC., AEI COAL SALES COMPANY, INC., AEI HOLDING COMPANY, INC. AEI RESOURCES HOLDING, INC., AMERICOAL DEVELOPMENT COMPANY, APPALACHIAN REALTY COMPANY, AYRSHIRE LAND COMPANY, BELLAIRE TRUCKING COMPANY, BLUEGRASS COAL DEVELOPMENT COMPANY, BOWIE RESOURCES LIMITED CC COAL COMPANY, COAL VENTURES HOLDING COMPANY, INC., EAST KENTUCKY ENERGY CORPORATION, EMPLOYEE BENEFITS MANAGEMENT, INC., ENCOAL CORPORATION, ENERZ CORPORATION, EVERGREEN MINING COMPANY, FAIRVIEW LAND COMPANY, FRANKLIN COAL SALES COMPANY, GRASSY COVE COAL MINING COMPANY, HERITAGE MINING COMPANY, HIGHLAND COAL, INC., XXXXX-XXXXX CO., INC., XXXXXX COAL COMPANY, XXXXXX RESOURCES, INC., XXXXXX RESOURCES MANAGEMENT, INC., MEADOWLARK, INC., MEGA MINERALS, INC., MIDWEST COAL SALES COMPANY, MID-VOL LEASING, INC. MINING TECHNOLOGIES, INC., MOUNTAIN-CLAY, INCORPORATED (d/b/a Mountain Clay, Inc.), PHOENIX LAND COMPANY, PREMIUM PROCESSING, INC., PREMIUM COAL DEVELOPMENT COMPANY, PRO-LAND, INC. (d/b/a Kem Coal Company) R. & F. COAL COMPANY, RIVER COAL COMPANY, INC., ROARING CREEK COAL COMPANY, SHIPYARD RIVER COAL TERMINAL COMPANY, STRAIGHT CREEK COAL RESOURCES COMPANY, TENNESSEE MINING, INC., TURRIS COAL COMPANY, WYOMING COAL TECHNOLOGY, INC., XXXXXXX COAL HOLDING COMPANY, XXXXXXX ENVIRONMENTAL SERVICES COMPANY, ZENERGY, INC., each as Guarantor Corporate Secretary Ventas Capital Corporation By: /s/ Xxxx X. Xxxx ________________________________ T. XXXXXXX XXXXX Name: Xxxx X. Xxxx T. Xxxxxxx Xxxxx Title: BEECH COAL COMPANYExecutive Vice President, CANNELTONGeneral Counsel and Corporate Secretary GUARANTORS: Ventas, INC., CANNELTON INDUSTRIES, INC., CANNELTON LAND COMPANY, CANNELTON SALES COMPANY, XXXX COAL & DOCK COMPANY, XXXXXX HOLDINGS, INC., KANAWHA CORPORATION, KINDILL HOLDING, INC., KINDILL MINING, INC., MIDWEST COAL COMPANY , MOUNTAINEER COAL DEVELOPMENT COMPANY, MOUNTAIN COALS CORPORATION, OLD BEN COAL COMPANY, WEST VIRGINIA-INDIANA COAL HOLDING COMPANY, INC., each as Guarantor Inc. By: /s/ Xxxxxxx X. Xxxxxxxxx _______________________________ T. XXXXXXX XXXXX Name: T. Xxxxxxx X. Xxxxxxxxx Xxxxx Title: BENTLEY COAL COMPANYExecutive Vice President, SKYLINE COAL COMPANYGeneral Counsel and Corporate Secretary 106 Ventas LP Realty, KENTUCKY PRINCE MINING COMPANY, each as Guarantor L.L.C. By: GRASSY COVE COAL MINING COMPANYVentas, ROARING CREEK COAL COMPANYInc., each as General Partner of each of the entities listed above By: /s/ Xxxx X. Xxxx _________________________________ Name: Xxxx X. Xxxx Title: NUCOAL, LLC, as Guarantor By: AMERICOAL DEVELOPMENT COMPANY ENCOAL CORPORATION each as its Sole Member By: /s/ Xxxx X. Xxxx _________________________________ T. XXXXXXX XXXXX Name: Xxxx X. Xxxx T. Xxxxxxx Xxxxx Title: STATE STREET BANK AND TRUST COMPANYExecutive Vice President, as Trustee General Counsel and Corporate Secretary Ventas Healthcare Properties, Inc. By: /s/ Xxxxx X. Xxxxxx _________________________________ T. XXXXXXX XXXXX Name: T. Xxxxxxx Xxxxx Title: Executive Vice President, General Counsel and Corporate Secretary Ventas TRS, LLC By: /s/ T. XXXXXXX XXXXX Name: T. Xxxxxxx Xxxxx Title: Executive Vice President ElderTrust By: /s/ T. XXXXXXX XXXXX Name: T. Xxxxxxx Xxxxx Title: Secretary ElderTrust Operating Limited Partnership By: ElderTrust, its General Partner By: /s/ T. XXXXXXX XXXXX Name: T. Xxxxxxx Xxxxx Title: Secretary ET Capital Corp. By: /s/ T. XXXXXXX XXXXX Name: T. Xxxxxxx Xxxxx Title: Secretary ET Sub-Berkshire Limited Partnership By: ET Berkshire, LLC, its General Partner By: ElderTrust Operating Limited Partnership, its Sole Member By: ElderTrust, its General Partner By: /s/ T. XXXXXXX XXXXX Name: T. Xxxxxxx Xxxxx Title: Secretary ET Berkshire, LLC By: ElderTrust Operating Limited Partnership, its Sole Member By: ElderTrust, its General Partner By: /s/ T. XXXXXXX XXXXX Name: T. Xxxxxxx Xxxxx Title: Secretary 108 Cabot ALF, L.L.C. By: ElderTrust Operating Limited Partnership, its Sole Member By: ElderTrust, its General Partner By: /s/ T. XXXXXXX XXXXX Name: T. Xxxxxxx Xxxxx Title: Secretary Cleveland ALF, L.L.C. By: ElderTrust Operating Limited Partnership, its Sole Member By: ElderTrust, its General Partner By: /s/ T. XXXXXXX XXXXX Name: T. Xxxxxxx Xxxxx Title: Secretary ET Sub-Heritage Xxxxx, L.L.C. By: ElderTrust Operating Limited Partnership, its Sole Member By: ElderTrust, its General Partner By: /s/ T. XXXXXXX XXXXX Name: T. Xxxxxxx Xxxxx Title: Secretary 109 ET Sub-Highgate, L.P. By: ET GENPAR, L.L.C., its General Partner By: ElderTrust Operating Limited Partnership, its Sole Member By: ElderTrust, its General Partner By: /s/ T. XXXXXXX XXXXX Name: T. Xxxxxxx Xxxxx Title: Secretary ET GENPAR, L.L.C. By: ElderTrust Operating Limited Partnership, its Sole Member By: ElderTrust, its General Partner By: /s/ T. XXXXXXX XXXXX Name: T. Xxxxxxx Xxxxx Title: Secretary ET Sub-Lacey I, L.L.C. By: ElderTrust Operating Limited Partnership, its Sole Member By: ElderTrust, its General Partner By: /s/ T. XXXXXXX XXXXX Name: T. Xxxxxxx Xxxxx Title: Secretary 110 ET Sub-Lehigh Limited Partnership By: ET Lehigh, LLC, its General Partner By: ElderTrust Operating Limited Partnership, its Sole Member By: ElderTrust, its General Partner By: /s/ T. XXXXXXX XXXXX Name: T. Xxxxxxx Xxxxx Title: Secretary ET Lehigh, LLC By: ElderTrust Operating Limited Partnership, its Sole Member By: ElderTrust, its General Partner By: /s/ T. XXXXXXX XXXXX Name: T. Xxxxxxx Xxxxx Title: Secretary ET Sub-Lopatcong, L.L.C. By: /s/ T. XXXXXXX XXXXX Name: T. Xxxxxxx Xxxxx Title: Secretary ET Sub-Pennsburg Manor Limited Partnership, L.L.P. By: ET Pennsburg Finance, L.L.C., its General Partner By: /s/ T. XXXXXXX XXXXX Name: T. Xxxxxxx Xxxxx Title: Secretary 111 ET Pennsburg Finance, L.L.C. By: /s/ T. XXXXXXX XXXXX Name: T. Xxxxxxx Xxxxx Title: Secretary ET Sub-Phillipsburg I, L.L.C. By: ElderTrust Operating Limited Partnership, its Sole Member By: ElderTrust, its General Partner By: /s/ T. XXXXXXX XXXXX Name: T. Xxxxxxx Xxxxx Title: Secretary ET Sub-Pleasant View, L.L.C. By: /s/ T. XXXXXXX XXXXX Name: T. Xxxxxxx Xxxxx Title: Secretary ET Sub-Xxxxxxxxxxx Limited Partnership, L.L.P. By: GENPAR, L.L.C., its General Partner By: ElderTrust Operating Limited Partnership, its Sole Member By: ElderTrust, its General Partner By: /s/ T. XXXXXXX XXXXX Name: T. Xxxxxxx Xxxxx Title: Secretary 000 XX Xxx-Xxxxxxxxx Xxxxx Limited Partnership, L.L.P. By: ET GENPAR, L.L.C., its General Partner By: ElderTrust Operating Limited Partnership, its Sole Member By: ElderTrust, its General Partner By: /s/ T. XXXXXXX XXXXX Name: T. Xxxxxxx Xxxxx Title: Secretary ET Sub-Sanatoga Limited Partnership By: ET Sanatoga, LLC, its General Partner By: ElderTrust Operating Limited Partnership, its Sole Member By: ElderTrust, its General Partner By: /s/ T. XXXXXXX XXXXX Name: T. Xxxxxxx Xxxxx Title: Secretary ET Sanatoga, LLC By: ElderTrust Operating Limited Partnership, its Sole Member By: ElderTrust, its General Partner By: /s/ T. XXXXXXX XXXXX Name: T. Xxxxxxx Xxxxx Title: Secretary 113 ET Sub-SMOB, L.L.C. By: /s/ T. XXXXXXX XXXXX Name: T. Xxxxxxx Xxxxx Title: Secretary Xxxxxx XXX, L.L.C. By: ElderTrust Operating Limited Partnership, its Sole Member By: ElderTrust, its General Partner By: /s/ T. XXXXXXX XXXXX Name: T. Xxxxxxx Xxxxx Title: Secretary ET Sub-Willowbrook Limited Partnership, L.L.P. By: GENPAR, L.L.C., its General Partner By: ElderTrust Operating Limited Partnership, its Sole Member By: ElderTrust, its General Partner By: /s/ T. XXXXXXX XXXXX Name: T. Xxxxxxx Xxxxx Title: Secretary ET Sub-Xxxxx I Limited Partnership, L.L.P. By: ET Xxxxx Finance, L.L.C., its General Partner By: /s/ T. XXXXXXX XXXXX Name: T. Xxxxxxx Xxxxx Title: Secretary ET Xxxxx Finance, L.L.C. By: /s/ T. XXXXXXX XXXXX Name: T. Xxxxxxx Xxxxx Title: Secretary ET Xxxxx Finance, Inc. By: /s/ T. XXXXXXX XXXXX Name: T. Xxxxxxx Xxxxx Title: Chairman, Executive Vice President and Secretary Ventas Management, LLC By: /s/ T. XXXXXXX XXXXX Name: T. Xxxxxxx Xxxxx Title: Executive Vice President, General Counsel and Corporate Secretary 115 Ventas Framingham, LLC By: /s/ T. XXXXXXX XXXXX Name: T. Xxxxxxx Xxxxx Title: Executive Vice President, General Counsel and Corporate Secretary Ventas Sun LLC By: /s/ T. XXXXXXX XXXXX Name: T. Xxxxxxx Xxxxx Title: Executive Vice President, General Counsel and Corporate Secretary Ventas Cal Sun LLC By: /s/ T. XXXXXXX XXXXX Name: T. Xxxxxxx Xxxxx Title: Executive Vice President, General Counsel and Corporate Secretary Ventas Provident, LLC By: /s/ T. XXXXXXX XXXXX Name: T. Xxxxxxx Xxxxx Title: Executive Vice President, General Counsel and Corporate Secretary PSLT GP, LLC By: Ventas Provident, LLC, its Sole Member By: /s/ T. XXXXXXX XXXXX Name: T. Xxxxxxx Xxxxx Title: Executive Vice President, General Counsel and Corporate Secretary PSLT OP, L.P. By: PSLT GP, LLC, its General Partner By: Ventas Provident, LLC, its Sole Member By: /s/ T. XXXXXXX XXXXX Name: T. Xxxxxxx Xxxxx Title: Executive Vice President, General Counsel and Corporate Secretary PSLT-BLC Properties Holdings, LLC By: PSLT OP, L.P., its Sole Member By: PSLT GP, LLC, its General Partner By: Ventas Provident, LLC, its Sole Member By: /s/ T. XXXXXXX XXXXX Name: T. Xxxxxxx Xxxxx Title: Executive Vice President, General Counsel and Corporate Secretary 117 Brookdale Living Communities of Arizona-EM, LLC By: PSLT-BLC Properties Holdings, LLC, its Sole Member By: PSLT OP, L.P., its Sole Member By: PSLT GP, LLC, its General Partner By: Ventas Provident, LLC, its Sole Member By: /s/ T. XXXXXXX XXXXX Name: T. Xxxxxxx Xxxxx Title: Executive Vice President, General Counsel and Corporate Secretary Brookdale Living Communities of California, LLC By: PSLT-BLC Properties Holdings, LLC, its Sole Member By: PSLT OP, L.P., its Sole Member By: PSLT GP, LLC, its General Partner By: Ventas Provident, LLC, its Sole Member By: /s/ T. XXXXXXX XXXXX Name: T. Xxxxxxx Xxxxx Title: Executive Vice President, General Counsel and Corporate Secretary 118 Brookdale Living Communities of California-RC, LLC By: PSLT-BLC Properties Holdings, LLC, its Sole Member By: PSLT OP, L.P., its Sole Member By: PSLT GP, LLC, its General Partner By: Ventas Provident, LLC, its Sole Member By: /s/ T. XXXXXXX XXXXX Name: T. Xxxxxxx Xxxxx Title: Executive Vice President, General Counsel and Corporate Secretary Brookdale Living Communities of California-San Marcos, LLC By: PSLT-BLC Properties Holdings, LLC, its Sole Member By: PSLT OP, L.P., its Sole Member By: PSLT GP, LLC, its General Partner By: Ventas Provident, LLC, its Sole Member By: /s/ T. XXXXXXX XXXXX Name: T. Xxxxxxx Xxxxx Title: Executive Vice President, General Counsel and Corporate Secretary 119 Brookdale Living Communities of Illinois- 2960, LLC By: PSLT-BLC Properties Holdings, LLC, its Sole Member By: PSLT OP, L.P., its Sole Member By: PSLT GP, LLC, its General Partner By: Ventas Provident, LLC, its Sole Member By: /s/ T. XXXXXXX XXXXX Name: T. Xxxxxxx Xxxxx Title: Executive Vice President, General Counsel and Corporate Secretary Brookdale Living Communities of Illinois- II, LLC By: PSLT-BLC Properties Holdings, LLC, its Sole Member By: PSLT OP, L.P., its Sole Member By: PSLT GP, LLC, its General Partner By: Ventas Provident, LLC, its Sole Member By: /s/ T. XXXXXXX XXXXX Name: T. Xxxxxxx Xxxxx Title: Executive Vice President, General Counsel and Corporate Secretary 120 BLC of California-San Marcos, L.P. By: Brookdale Living Communities of California-San Marcos, LLC, its General Partner By: PSLT-BLC Properties Holdings, LLC, its Sole Member By: PSLT OP, L.P., its Sole Member By: PSLT GP, LLC, its General Partner By: Ventas Provident, LLC, its Sole Member By: /s/ T. XXXXXXX XXXXX Name: T. Xxxxxxx Xxxxx Title: Executive Vice President, General Counsel and Corporate Secretary Brookdale Holdings, LLC By: PSLT-BLC Properties Holdings, LLC, its Sole Member By: PSLT OP, L.P., its Sole Member By: PSLT GP, LLC, its General Partner By: Ventas Provident, LLC, its Sole Member By: /s/ T. XXXXXXX XXXXX Name: T. Xxxxxxx Xxxxx Title: Executive Vice President, General Counsel and Corporate Secretary 121 Brookdale Living Communities of Indiana- OL, LLC By: PSLT-BLC Properties Holdings, LLC, its Sole Member By: PSLT OP, L.P., its Sole Member By: PSLT GP, LLC, its General Partner By: Ventas Provident, LLC, its Sole Member By: /s/ T. XXXXXXX XXXXX Name: T. Xxxxxxx Xxxxx Title: Executive Vice President, General Counsel and Corporate Secretary Brookdale Living Communities of Massachusetts-RB, LLC By: PSLT-BLC Properties Holdings, LLC, its Sole Member By: PSLT OP, L.P., its Sole Member By: PSLT GP, LLC, its General Partner By: Ventas Provident, LLC, its Sole Member By: /s/ T. XXXXXXX XXXXX Name: T. Xxxxxxx Xxxxx Title: Executive Vice President, General Counsel and Corporate Secretary Brookdale Living Communities of Minnesota, LLC By: PSLT-BLC Properties Holdings, LLC, its Sole Member By: PSLT OP, L.P., its Sole Member By: PSLT GP, LLC, its General Partner By: Ventas Provident, LLC, its Sole Member By: /s/ T. XXXXXXX XXXXX Name: T. Xxxxxxx Xxxxx Title: Executive Vice President, General Counsel and Corporate Secretary Brookdale Living Communities of New York-GB, LLC By: PSLT-BLC Properties Holdings, LLC, its Sole Member By: PSLT OP, L.P., its Sole Member By: PSLT GP, LLC, its General Partner By: Ventas Provident, LLC, its Sole Member By: /s/ T. XXXXXXX XXXXX Name: T. Xxxxxxx Xxxxx Title: Executive Vice President, General Counsel and Corporate Secretary 123 Brookdale Living Communities of Washington-PP, LLC By: PSLT-BLC Properties Holdings, LLC, its Sole Member By: PSLT OP, L.P., its Sole Member By: PSLT GP, LLC, its General Partner By: Ventas Provident, LLC, its Sole Member By: /s/ T. XXXXXXX XXXXX Name: T. Xxxxxxx Xxxxx Title: Executive Vice President, General Counsel and Corporate Secretary The Ponds of Pembroke Limited Partnership By: Brookdale Holdings, LLC, its General Partner By: PSLT-BLC Properties Holdings, LLC, its Sole Member By: PSLT OP, L.P., its Sole Member By: PSLT GP, LLC, its General Partner By: Ventas Provident, LLC, its Sole Member By: /s/ T. XXXXXXX XXXXX Name: T. Xxxxxxx Xxxxx Title: Executive Vice President, General Counsel and Corporate Secretary 124 River Oaks Partners By: Brookdale Holdings, LLC, its General Partner By: PSLT-BLC Properties Holdings, LLC, its Sole Member By: PSLT OP, L.P., its Sole Member By: PSLT GP, LLC, its General Partner By: Ventas Provident, LLC, its Sole Member By: /s/ T. XXXXXXX XXXXX Name: T. Xxxxxxx Xxxxx Title: Executive Vice President, General Counsel and Corporate Secretary PSLT-ALS Properties Holdings, LLC By: PSLT OP, L.P., its Sole Member By: PSLT GP, LLC, its General Partner By: Ventas Provident, LLC, its Sole Member By: /s/ T. XXXXXXX XXXXX Name: T. Xxxxxxx Xxxxx Title: Executive Vice President, General Counsel and Corporate Secretary PSLT-ALS Properties I, LLC By: PSLT-ALS Properties Holdings, LLC, its Sole Member By: PSLT OP, L.P., its Sole Member By: PSLT GP, LLC, its General Partner By: Ventas Provident, LLC, its Sole Member By: /s/ T. XXXXXXX XXXXX Name: T. Xxxxxxx Xxxxx Title: Executive Vice President, General Counsel and Corporate Secretary 125 ET Sub-Woodbridge, L.P. By: GENPAR, L.L.C., its General Partner By: ElderTrust Operating Limited Partnership, its Sole Member By: ElderTrust, its General Partner By: /s/ T. XXXXXXX XXXXX Name: T. Xxxxxxx Xxxxx Title: Secretary 126 TRUSTEE: U.S. Bank National Association By: /s/ XXXXXX X. XXXXX Name: Xxxxxx X. Xxxxx Title: Vice President EXHIBIT A-1 (FACE OF NOTE) ===============================================================================& Trust Officer

Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table 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 of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof. SIGNATURES Dated as of December 14BXXXXXX EXPLORATION COMPANY, 1998 AEI RESOURCES, INC. a Delaware corporation By: /s/ Xxxx Exxxxx X. Xxxx ________________________ Xxxxxxxx, Xx. Name: Xxxx Exxxxx X. Xxxx Xxxxxxxx, Xx. Title: Confirmed Executive Vice President and agreed to as Guarantors: 17 WEST MININGChief Financial Officer BXXXXXX, INC., ACECOa Nevada corporation By: /s/ Exxxxx X. Xxxxxxxx, Xx. Name: Exxxxx X. Xxxxxxxx, Xx. Title: Chief Financial Officer BXXXXXX OIL & GAS, L.P., a Delaware limited partnership By: BXXXXXX, INC., XXXXXXXXX MINING, INC., AEI COAL SALES COMPANY, INC., AEI HOLDING COMPANY, INC. AEI RESOURCES HOLDING, INC., AMERICOAL DEVELOPMENT COMPANY, APPALACHIAN REALTY COMPANY, AYRSHIRE LAND COMPANY, BELLAIRE TRUCKING COMPANY, BLUEGRASS COAL DEVELOPMENT COMPANY, BOWIE RESOURCES LIMITED CC COAL COMPANY, COAL VENTURES HOLDING COMPANY, INC., EAST KENTUCKY ENERGY CORPORATION, EMPLOYEE BENEFITS MANAGEMENT, INC., ENCOAL CORPORATION, ENERZ CORPORATION, EVERGREEN MINING COMPANY, FAIRVIEW LAND COMPANY, FRANKLIN COAL SALES COMPANY, GRASSY COVE COAL MINING COMPANY, HERITAGE MINING COMPANY, HIGHLAND COAL, INC., XXXXX-XXXXX CO., INC., XXXXXX COAL COMPANY, XXXXXX RESOURCES, INC., XXXXXX RESOURCES MANAGEMENT, INC., MEADOWLARK, INC., MEGA MINERALS, INC., MIDWEST COAL SALES COMPANY, MID-VOL LEASING, INC. MINING TECHNOLOGIES, INC., MOUNTAIN-CLAY, INCORPORATED (d/b/a Mountain Clay, Inc.), PHOENIX LAND COMPANY, PREMIUM PROCESSING, INC., PREMIUM COAL DEVELOPMENT COMPANY, PRO-LAND, INC. (d/b/a Kem Coal Company) R. & F. COAL COMPANY, RIVER COAL COMPANY, INC., ROARING CREEK COAL COMPANY, SHIPYARD RIVER COAL TERMINAL COMPANY, STRAIGHT CREEK COAL RESOURCES COMPANY, TENNESSEE MINING, INC., TURRIS COAL COMPANY, WYOMING COAL TECHNOLOGY, INC., XXXXXXX COAL HOLDING COMPANY, XXXXXXX ENVIRONMENTAL SERVICES COMPANY, ZENERGY, INC., each as Guarantor Its managing general partner By: /s/ Xxxx Exxxxx X. Xxxx ________________________________ Xxxxxxxx, Xx. Name: Xxxx Exxxxx X. Xxxx Xxxxxxxx, Xx. Title: BEECH COAL COMPANYChief Financial Officer WXXXX FARGO BANK, CANNELTON, INC., CANNELTON INDUSTRIES, INC., CANNELTON LAND COMPANY, CANNELTON SALES COMPANY, XXXX COAL & DOCK COMPANY, XXXXXX HOLDINGS, INC., KANAWHA CORPORATION, KINDILL HOLDING, INC., KINDILL MINING, INC., MIDWEST COAL COMPANY , MOUNTAINEER COAL DEVELOPMENT COMPANY, MOUNTAIN COALS CORPORATION, OLD BEN COAL COMPANY, WEST VIRGINIA-INDIANA COAL HOLDING COMPANY, INC., each as Guarantor By: /s/ Xxxxxxx X. Xxxxxxxxx _______________________________ Name: Xxxxxxx X. Xxxxxxxxx Title: BENTLEY COAL COMPANY, SKYLINE COAL COMPANY, KENTUCKY PRINCE MINING COMPANY, each as Guarantor By: GRASSY COVE COAL MINING COMPANY, ROARING CREEK COAL COMPANY, each as General Partner of each of the entities listed above By: /s/ Xxxx X. Xxxx _________________________________ Name: Xxxx X. Xxxx Title: NUCOAL, LLC, as Guarantor By: AMERICOAL DEVELOPMENT COMPANY ENCOAL CORPORATION each as Member By: /s/ Xxxx X. Xxxx _________________________________ Name: Xxxx X. Xxxx Title: STATE STREET BANK AND TRUST COMPANYN.A., as Trustee By: /s/ Txxxxxx X. Xxxxx X. Xxxxxx _________________________________ Name: Txxxxxx X. Xxxxx X. Xxxxxx Title: Vice President EXHIBIT A-1 A1 [Face of Note] UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (FACE “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 TO 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. THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) ===============================================================================OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.07 OF THE INDENTURE, (2) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.07(a) OF THE INDENTURE, (3) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.12 OF THE INDENTURE AND (4) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY. THIS NOTE AND THE GUARANTEES ENDORSED HEREON HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. NEITHER THIS NOTE, THE GUARANTEES ENDORSED HEREON, NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON, BY ITS ACCEPTANCE HEREOF, AGREES NOT TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE WHICH IS TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON (OR ANY PREDECESSOR OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON) (THE “RESALE RESTRICTION TERMINATION DATE”), EXCEPT THAT THE NOTES AND GUARANTEES MAY BE TRANSFERRED (A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE A1-1 SECURITIES ACT, (C) FOR SO LONG AS THE NOTES AND THE GUARANTEES ENDORSED THEREON ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY’S AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER (1) PURSUANT TO CLAUSE (D) PRIOR TO THE END OF THE 40-DAY DISTRIBUTION COMPLIANCE PERIOD WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT OR PURSUANT TO CLAUSE (E) PRIOR TO THE RESALE RESTRICTION TERMINATION DATE TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND (2) IN EACH OF THE FOREGOING CASES, TO REQUIRE THAT A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THIS NOTE IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF A HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE. A1-2 CUSIP [ ] No. ___ $ BXXXXXX EXPLORATION COMPANY

Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table 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 of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof. SIGNATURES Dated as of December 144, 1998 AEI RESOURCES2000 XXXXXX XXXXXX XXXST COMPANY OF NEW YORK as Trustee By: /s/ John Xxxxxxxx -------------------------------------- John Xxxxxxxx Vice President GRANT PRIDECO, INC. By: /s/ Xxxx John X. Xxxx ________________________ Name: Xxxx Xxxxx -------------------------------------- John X. Xxxx Title: Confirmed Xxxxx, Xxesident and agreed to as Guarantors: 17 WEST MINING, INC., ACECO, INC., XXXXXXXXX MINING, INC., AEI COAL SALES COMPANY, INC., AEI HOLDING COMPANYChief Executive Officer GP EXPATRIATE SERVICES, INC. AEI RESOURCES By: /s/ John X. Xxxxx -------------------------------------- John X. Xxxxx, Xxesident and Chief Executive Officer GRANT PRIDECO HOLDING, INC.LLC By: /s/ John X. Xxxxx -------------------------------------- John X. Xxxxx, AMERICOAL DEVELOPMENT COMPANYXxesident and Chief Executive Officer GRANT PRIDECO, APPALACHIAN REALTY COMPANYLP By: Grant Prideco Holding, AYRSHIRE LAND COMPANYLLC By: /s/ John X. Xxxxx -------------------------------------- John X. Xxxxx, BELLAIRE TRUCKING COMPANYXxesident and Chief Executive Officer GRANT PRIDECO USA, BLUEGRASS COAL DEVELOPMENT COMPANYLLC By: /s/ Authorized Signatory -------------------------------------- Name: Title: STAR OPERATING COMPANY By: /s/ John X. Xxxxx -------------------------------------- John X. Xxxxx, BOWIE RESOURCES LIMITED CC COAL COMPANY, COAL VENTURES HOLDING COMPANY, INC., EAST KENTUCKY ENERGY CORPORATION, EMPLOYEE BENEFITS MANAGEMENT, INC., ENCOAL CORPORATION, ENERZ CORPORATION, EVERGREEN MINING COMPANY, FAIRVIEW LAND COMPANY, FRANKLIN COAL SALES COMPANY, GRASSY COVE COAL MINING COMPANY, HERITAGE MINING COMPANY, HIGHLAND COAL, INC., XXXXX-XXXXX CO., INC., XXXXXX COAL COMPANY, XXXXXX RESOURCES, INC., XXXXXX RESOURCES MANAGEMENT, INC., MEADOWLARK, INC., MEGA MINERALS, INC., MIDWEST COAL SALES COMPANY, MID-VOL LEASINGXxesident and Chief Executive Officer TA INDUSTRIES, INC. MINING TECHNOLOGIESBy: /s/ John X. Xxxxx -------------------------------------- John X. Xxxxx, INC., MOUNTAIN-CLAY, INCORPORATED (d/b/a Mountain Clay, Inc.), PHOENIX LAND COMPANY, PREMIUM PROCESSING, INC., PREMIUM COAL DEVELOPMENT COMPANY, PRO-LANDXxesident and Chief Executive Officer TEXAS ARAI, INC. (d/b/a Kem Coal Company) R. & F. COAL COMPANY, RIVER COAL COMPANY, INC., ROARING CREEK COAL COMPANY, SHIPYARD RIVER COAL TERMINAL COMPANY, STRAIGHT CREEK COAL RESOURCES COMPANY, TENNESSEE MINING, INC., TURRIS COAL COMPANY, WYOMING COAL TECHNOLOGY, INC., XXXXXXX COAL HOLDING COMPANY, XXXXXXX ENVIRONMENTAL SERVICES COMPANY, ZENERGY, INC., each as Guarantor By: /s/ Xxxx John X. Xxxx ________________________________ Name: Xxxx Xxxxx -------------------------------------- John X. Xxxx Title: BEECH COAL COMPANYXxxxx, CANNELTON, INC., CANNELTON INDUSTRIES, INC., CANNELTON LAND COMPANY, CANNELTON SALES COMPANY, XXXX COAL & DOCK COMPANY, XXXXXX HOLDINGS, INC., KANAWHA CORPORATION, KINDILL HOLDING, INC., KINDILL MINING, INC., MIDWEST COAL COMPANY , MOUNTAINEER COAL DEVELOPMENT COMPANY, MOUNTAIN COALS CORPORATION, OLD BEN COAL COMPANY, WEST VIRGINIA-INDIANA COAL HOLDING COMPANY, INC., each as Guarantor By: /s/ Xxxxxxx X. Xxxxxxxxx _______________________________ Name: Xxxxxxx X. Xxxxxxxxx Title: BENTLEY COAL COMPANY, SKYLINE COAL COMPANY, KENTUCKY PRINCE MINING COMPANY, each as Guarantor By: GRASSY COVE COAL MINING COMPANY, ROARING CREEK COAL COMPANY, each as General Partner of each of the entities listed above By: /s/ Xxxx X. Xxxx _________________________________ Name: Xxxx X. Xxxx Title: NUCOAL, LLC, as Guarantor By: AMERICOAL DEVELOPMENT COMPANY ENCOAL CORPORATION each as Member By: /s/ Xxxx X. Xxxx _________________________________ Name: Xxxx X. Xxxx Title: STATE STREET BANK AND TRUST COMPANY, as Trustee By: /s/ Xxxxx X. Xxxxxx _________________________________ Name: Xxxxx X. Xxxxxx Title: Vice President EXHIBIT A-1 (FACE OF NOTE) ===============================================================================Xxesident and Chief Executive Officer

Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table 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 of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof. [Signatures on following page] SIGNATURES Dated as of December 14March 31, 1998 AEI RESOURCESAMSC ACQUISITION COMPANY, INC. By: /s/ Xxxx X. Xxxx --------------------------------- Name: Title: AMERICAN MOBILE SATELLITE CORPORATION By: --------------------------------- Name: Title: AMERICAN MOBILE SATELLITE SALES CORPORATION By: --------------------------------- Name: Title: AMSC SALES CORPORATION LTD. By: --------------------------------- Name: Title: AMSC SUBSIDIARY CORPORATION By: --------------------------------- Name: Title: Indenture signature page(s) XXXXX COMPANY By: --------------------------------- Name: Title: MOTOROLA XXXXX, INC. By: --------------------------------- Name: Title: MOTOROLA XXXXX ACQUISITION, INC. By: --------------------------------- Name: Title: XXXXX HOLDING COMPANY By: --------------------------------- Name: Title: RADIO DATA NETWORK HOLDING CORPORATION By: --------------------------------- Name: Title: Indenture signature page(s) STATE STREET BANK AND TRUST COMPANY By: --------------------------------- Name: Title: Indenture signature page(s) EXHIBIT A1 (Face of Note) [INSERT THE GLOBAL NOTE LEGEND, IF APPLICABLE PURSUANT TO THE PROVISIONS OF THE INDENTURE] [INSERT THE PRIVATE PLACEMENT LEGEND, IF APPLICABLE PURSUANT TO THE PROVISIONS OF THE INDENTURE] CUSIP/CINS 00000XXX0 12 1/4% [Series A] [Series B] Senior Notes due 2008 No. $ AMSC ACQUISITION COMPANY, INC. promises to pay to ______________ or registered assigns, the principal sum of _______________ Name: Xxxx X. Xxxx Title: Confirmed and agreed to as Guarantors: 17 WEST MININGDollars on April 1, INC2008., ACECO, INC., XXXXXXXXX MINING, INC., AEI COAL SALES COMPANY, INC., AEI HOLDING COMPANY, INC. AEI RESOURCES HOLDING, INC., AMERICOAL DEVELOPMENT COMPANY, APPALACHIAN REALTY COMPANY, AYRSHIRE LAND COMPANY, BELLAIRE TRUCKING COMPANY, BLUEGRASS COAL DEVELOPMENT COMPANY, BOWIE RESOURCES LIMITED CC COAL COMPANY, COAL VENTURES HOLDING COMPANY, INC., EAST KENTUCKY ENERGY CORPORATION, EMPLOYEE BENEFITS MANAGEMENT, INC., ENCOAL CORPORATION, ENERZ CORPORATION, EVERGREEN MINING COMPANY, FAIRVIEW LAND COMPANY, FRANKLIN COAL SALES COMPANY, GRASSY COVE COAL MINING COMPANY, HERITAGE MINING COMPANY, HIGHLAND COAL, INC., XXXXX-XXXXX CO., INC., XXXXXX COAL COMPANY, XXXXXX RESOURCES, INC., XXXXXX RESOURCES MANAGEMENT, INC., MEADOWLARK, INC., MEGA MINERALS, INC., MIDWEST COAL SALES COMPANY, MID-VOL LEASING, INC. MINING TECHNOLOGIES, INC., MOUNTAIN-CLAY, INCORPORATED (d/b/a Mountain Clay, Inc.), PHOENIX LAND COMPANY, PREMIUM PROCESSING, INC., PREMIUM COAL DEVELOPMENT COMPANY, PRO-LAND, INC. (d/b/a Kem Coal Company) R. & F. COAL COMPANY, RIVER COAL COMPANY, INC., ROARING CREEK COAL COMPANY, SHIPYARD RIVER COAL TERMINAL COMPANY, STRAIGHT CREEK COAL RESOURCES COMPANY, TENNESSEE MINING, INC., TURRIS COAL COMPANY, WYOMING COAL TECHNOLOGY, INC., XXXXXXX COAL HOLDING COMPANY, XXXXXXX ENVIRONMENTAL SERVICES COMPANY, ZENERGY, INC., each as Guarantor By: /s/ Xxxx X. Xxxx ________________________________ Name: Xxxx X. Xxxx Title: BEECH COAL COMPANY, CANNELTON, INC., CANNELTON INDUSTRIES, INC., CANNELTON LAND COMPANY, CANNELTON SALES COMPANY, XXXX COAL & DOCK COMPANY, XXXXXX HOLDINGS, INC., KANAWHA CORPORATION, KINDILL HOLDING, INC., KINDILL MINING, INC., MIDWEST COAL COMPANY , MOUNTAINEER COAL DEVELOPMENT COMPANY, MOUNTAIN COALS CORPORATION, OLD BEN COAL COMPANY, WEST VIRGINIA-INDIANA COAL HOLDING COMPANY, INC., each as Guarantor By: /s/ Xxxxxxx X. Xxxxxxxxx _______________________________ Name: Xxxxxxx X. Xxxxxxxxx Title: BENTLEY COAL COMPANY, SKYLINE COAL COMPANY, KENTUCKY PRINCE MINING COMPANY, each as Guarantor By: GRASSY COVE COAL MINING COMPANY, ROARING CREEK COAL COMPANY, each as General Partner of each of the entities listed above By: /s/ Xxxx X. Xxxx _________________________________ Name: Xxxx X. Xxxx Title: NUCOAL, LLC, as Guarantor By: AMERICOAL DEVELOPMENT COMPANY ENCOAL CORPORATION each as Member By: /s/ Xxxx X. Xxxx _________________________________ Name: Xxxx X. Xxxx Title: STATE STREET BANK AND TRUST COMPANY, as Trustee By: /s/ Xxxxx X. Xxxxxx _________________________________ Name: Xxxxx X. Xxxxxx Title: Vice President EXHIBIT A-1 (FACE OF NOTE) ===============================================================================

Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table 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 of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof. SIGNATURES Dated as of December 14May 17, 1998 AEI RESOURCES, INC. 1999 Crown Castle International Corp. By: /s/ Xxxxx Xxxx X. --------------------------------- Name: E. Xxxxx Xxxx ____________Title: Executive Vice President Attest: /s/ Xxxxx Xxxxxxxxx --------------------------------- Name: Xxxxx Xxxxxxxxx Title: Vice President/Secretary United States Trust Company of New York By: /s/ M Ciesmelewski --------------------------------- Name: Xxxxxxxx Xxxxxxxxxxxx Title: Assistant Vice President Attest: /s/ Xxxxx Xxxxxxx --------------------------------- Authorized Signatory Date: [Face of Note] -------------------------------------------------------------------------------- THE FOLLOWING INFORMATION IS PROVIDED SOLELY FOR PURPOSES OF APPLYING THE UNITED STATES FEDERAL INCOME TAX ORIGINAL ISSUE DISCOUNT RULES TO THIS NOTE. THE ISSUE DATE OF THIS NOTE IS MAY 17, 1999. THE ISSUE PRICE OF THIS NOTE IS $603.39 PER $1000.00 OF INITIAL PRINCIPAL AMOUNT AT MATURITY. THIS NOTE IS ISSUED WITH $396.61 OF ORIGINAL ISSUE DISCOUNT PER $1000.00 OF INITIAL PRINCIPAL AMOUNT AT MATURITY. THE YIELD TO MATURITY OF THIS NOTE IS 10-3/8%. CUSIP/CINS ____________ Name: Xxxx X. Xxxx Title: Confirmed and agreed to as Guarantors: 17 WEST MINING, INC., ACECO, INC., XXXXXXXXX MINING, INC., AEI COAL SALES COMPANY, INC., AEI HOLDING COMPANY, INC10-3/8% Senior Discount Notes due 2011 No. AEI RESOURCES HOLDING, INC., AMERICOAL DEVELOPMENT COMPANY, APPALACHIAN REALTY COMPANY, AYRSHIRE LAND COMPANY, BELLAIRE TRUCKING COMPANY, BLUEGRASS COAL DEVELOPMENT COMPANY, BOWIE RESOURCES LIMITED CC COAL COMPANY, COAL VENTURES HOLDING COMPANY, INC., EAST KENTUCKY ENERGY CORPORATION, EMPLOYEE BENEFITS MANAGEMENT, INC., ENCOAL CORPORATION, ENERZ CORPORATION, EVERGREEN MINING COMPANY, FAIRVIEW LAND COMPANY, FRANKLIN COAL SALES COMPANY, GRASSY COVE COAL MINING COMPANY, HERITAGE MINING COMPANY, HIGHLAND COAL, INC., XXXXX-XXXXX CO., INC., XXXXXX COAL COMPANY, XXXXXX RESOURCES, INC., XXXXXX RESOURCES MANAGEMENT, INC., MEADOWLARK, INC., MEGA MINERALS, INC., MIDWEST COAL SALES COMPANY, MID-VOL LEASING, INC. MINING TECHNOLOGIES, INC., MOUNTAIN-CLAY, INCORPORATED (d/b/a Mountain Clay, Inc.), PHOENIX LAND COMPANY, PREMIUM PROCESSING, INC., PREMIUM COAL DEVELOPMENT COMPANY, PRO-LAND, INC. (d/b/a Kem Coal Company) R. & F. COAL COMPANY, RIVER COAL COMPANY, INC., ROARING CREEK COAL COMPANY, SHIPYARD RIVER COAL TERMINAL COMPANY, STRAIGHT CREEK COAL RESOURCES COMPANY, TENNESSEE MINING, INC., TURRIS COAL COMPANY, WYOMING COAL TECHNOLOGY, INC., XXXXXXX COAL HOLDING COMPANY, XXXXXXX ENVIRONMENTAL SERVICES COMPANY, ZENERGY, INC., each as Guarantor By: /s/ Xxxx X. Xxxx _____________________ $____________ CROWN CASTLE INTERNATIONAL CORP. promises to pay to CEDE & CO. or registered assigns, the principal sum of DOLLARS -------------------------------------- on May 15, 2011. Interest Payment Dates: May 15 and November 15 Record Dates: May 1 and November 1 Dated: May 17, 1999 CROWN CASTLE INTERNATIONAL CORP. By: --------------------------------- Name: Xxxx X. Xxxx Title: BEECH COAL COMPANY, CANNELTON, INC., CANNELTON INDUSTRIES, INC., CANNELTON LAND COMPANY, CANNELTON SALES COMPANY, XXXX COAL & DOCK COMPANY, XXXXXX HOLDINGS, INC., KANAWHA CORPORATION, KINDILL HOLDING, INC., KINDILL MINING, INC., MIDWEST COAL COMPANY , MOUNTAINEER COAL DEVELOPMENT COMPANY, MOUNTAIN COALS CORPORATION, OLD BEN COAL COMPANY, WEST VIRGINIA-INDIANA COAL HOLDING COMPANY, INC., each as Guarantor By: /s/ Xxxxxxx X. Xxxxxxxxx _______________________________ --------------------------------- Name: Xxxxxxx X. Xxxxxxxxx Title: BENTLEY COAL COMPANY, SKYLINE COAL COMPANY, KENTUCKY PRINCE MINING COMPANY, each as Guarantor By: GRASSY COVE COAL MINING COMPANY, ROARING CREEK COAL COMPANY, each as General Partner of each of the entities listed above By: /s/ Xxxx X. Xxxx _________________________________ Name: Xxxx X. Xxxx Title: NUCOAL, LLC, as Guarantor By: AMERICOAL DEVELOPMENT COMPANY ENCOAL CORPORATION each as Member By: /s/ Xxxx X. Xxxx _________________________________ Name: Xxxx X. Xxxx Title: STATE STREET BANK AND TRUST COMPANY, as Trustee By: /s/ Xxxxx X. Xxxxxx _________________________________ Name: Xxxxx X. Xxxxxx Title: Vice President EXHIBIT A-1 (FACE OF NOTE) ===============================================================================:

Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table 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 of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof. [Signatures on following pages] SIGNATURES Dated as of December 14May 21, 1998 AEI RESOURCES2003 L-3 COMMUNICATIONS CORPORATION By: ------------------------------ Name: Title: GUARANTORS: AMI INSTRUMENTS, INC. APCOM, INC. BROADCAST SPORTS INC. CELERITY SYSTEMS INCORPORATED EER SYSTEMS, INC. ELECTRODYNAMICS, INC. XXXXXXXX AEROSPACE COMPONENT OVERHAUL & REPAIR, INC. XXXXXXXX AVIONICS SYSTEMS, INC. XXXXXXXX FLIGHTSYSTEMS, INC. XXXXXXXX, INC. HYGIENETICS ENVIRONMENTAL SERVICES, INC. INTERSTATE ELECTRONICS CORPORATION KDI PRECISION PRODUCTS, INC. L-3 COMMUNICATIONS AIS GP CORPORATION L-3 COMMUNICATIONS ANALYTICS CORPORATION L-3 COMMUNICATIONS ATLANTIC SCIENCE & TECHNOLOGY CORPORATION L-3 COMMUNICATIONS AYDIN CORPORATION L-3 COMMUNICATIONS ESSCO, INC. L-3 COMMUNICATIONS ILEX SYSTEMS, INC. X-0 XXXXXXXXXXXXXX XXX CORPORATION L-3 COMMUNICATIONS INTEGRATED SYSTEMS L.P. L-3 COMMUNICATIONS INVESTMENTS, INC. L-3 COMMUNICATIONS SECURITY AND DETECTION SYSTEMS CORPORATION DELAWARE L-3 COMMUNICATIONS SECURITY AND DETECTION SYSTEMS CORPORATION CALIFORNIA L-3 COMMUNICATIONS SPD TECHNOLOGIES, INC. L-3 COMMUNICATIONS STORM CONTROL SYSTEMS, INC. L-3 COMMUNICATIONS TMA CORPORATION L-3 COMMUNICATIONS WESTWOOD CORPORATION MCTI ACQUISITION CORPORATION MICRODYNE COMMUNICATIONS TECHNOLOGY INCORPORATED MICRODYNE CORPORATION MICRODYNE OUTSOURCING INCORPORATED MPRI, INC. PAC ORD, INC. POWER PARAGON, INC. SHIP ANALYTICS, INC. SHIP ANALYTICS INTERNATIONAL, INC. SHIP ANALYTICS USA, INC. SOUTHERN CALIFORNIA MICROWAVE, INC. SPD ELECTRICAL SYSTEMS, INC. SPD HOLDINGS, INC. SPD SWITCHGEAR, INC. SYCOLEMAN CORPORATION TELOS CORPORATION TROLL TECHNOLOGY CORPORATION WESCAM AIR OPS INC. WESCAM AIR OPS LLC WESCAM HOLDINGS (US) INC. WESCAM INCORPORATED WESCAM LLC WESCAM SONOMA INC. WOLF COACH, INC. as Guarantors By: /s/ Xxxx X. Xxxx ________________________ Name: Xxxx X. Xxxx Title: Confirmed and agreed to as Guarantors: 17 WEST MINING, INC., ACECO, INC., XXXXXXXXX MINING, INC., AEI COAL SALES COMPANY, INC., AEI HOLDING COMPANY, INC. AEI RESOURCES HOLDING, INC., AMERICOAL DEVELOPMENT COMPANY, APPALACHIAN REALTY COMPANY, AYRSHIRE LAND COMPANY, BELLAIRE TRUCKING COMPANY, BLUEGRASS COAL DEVELOPMENT COMPANY, BOWIE RESOURCES LIMITED CC COAL COMPANY, COAL VENTURES HOLDING COMPANY, INC., EAST KENTUCKY ENERGY CORPORATION, EMPLOYEE BENEFITS MANAGEMENT, INC., ENCOAL CORPORATION, ENERZ CORPORATION, EVERGREEN MINING COMPANY, FAIRVIEW LAND COMPANY, FRANKLIN COAL SALES COMPANY, GRASSY COVE COAL MINING COMPANY, HERITAGE MINING COMPANY, HIGHLAND COAL, INC., XXXXX-XXXXX CO., INC., XXXXXX COAL COMPANY, XXXXXX RESOURCES, INC., XXXXXX RESOURCES MANAGEMENT, INC., MEADOWLARK, INC., MEGA MINERALS, INC., MIDWEST COAL SALES COMPANY, MID-VOL LEASING, INC. MINING TECHNOLOGIES, INC., MOUNTAIN-CLAY, INCORPORATED (d/b/a Mountain Clay, Inc.), PHOENIX LAND COMPANY, PREMIUM PROCESSING, INC., PREMIUM COAL DEVELOPMENT COMPANY, PRO-LAND, INC. (d/b/a Kem Coal Company) R. & F. COAL COMPANY, RIVER COAL COMPANY, INC., ROARING CREEK COAL COMPANY, SHIPYARD RIVER COAL TERMINAL COMPANY, STRAIGHT CREEK COAL RESOURCES COMPANY, TENNESSEE MINING, INC., TURRIS COAL COMPANY, WYOMING COAL TECHNOLOGY, INC., XXXXXXX COAL HOLDING COMPANY, XXXXXXX ENVIRONMENTAL SERVICES COMPANY, ZENERGY, INC., each as Guarantor By: /s/ Xxxx X. Xxxx ________________________________ Name: Xxxx X. Xxxx Title: BEECH COAL COMPANY, CANNELTON, INC., CANNELTON INDUSTRIES, INC., CANNELTON LAND COMPANY, CANNELTON SALES COMPANY, XXXX COAL & DOCK COMPANY, XXXXXX HOLDINGS, INC., KANAWHA CORPORATION, KINDILL HOLDING, INC., KINDILL MINING, INC., MIDWEST COAL COMPANY , MOUNTAINEER COAL DEVELOPMENT COMPANY, MOUNTAIN COALS CORPORATION, OLD BEN COAL COMPANY, WEST VIRGINIA-INDIANA COAL HOLDING COMPANY, INC., each as Guarantor By: /s/ Xxxxxxx X. Xxxxxxxxx _______________________________ Name: Xxxxxxx X. Xxxxxxxxx Title: BENTLEY COAL COMPANY, SKYLINE COAL COMPANY, KENTUCKY PRINCE MINING COMPANY, each as Guarantor By: GRASSY COVE COAL MINING COMPANY, ROARING CREEK COAL COMPANY, each as General Partner of each of the entities listed above By: /s/ Xxxx X. Xxxx _________________________________ Name: Xxxx Xxxxxxxxxxx X. Xxxx Xxxxxxx Title: NUCOAL, LLC, Vice President and Secretary L-3 COMMUNICATIONS INTEGRATED SYSTEMS L.P. as Guarantor By: AMERICOAL DEVELOPMENT COMPANY ENCOAL CORPORATION each L-3 COMMUNICATIONS AIS GP CORPORATION, as Member General Partner By: /s/ Xxxx X. Xxxx _________________________________ Name: Xxxx X. Xxxx Title: STATE STREET Authorized Person THE BANK AND TRUST COMPANYOF NEW YORK, as Trustee By: /s/ Xxxxx X. Xxxxxx _________________________________ Name: Xxxxx X. Xxxxxx Title: Vice President EXHIBIT A-1 A (FACE OF NOTEFace of Note) ================================================================================ CUSIP _____ 6-1/8% Senior Subordinated Notes due 2013 No. ___ $_________ L-3 COMMUNICATIONS CORPORATION promises to pay to ______________________________________ or registered assigns, the principal sum of ____________________________________ Dollars on July 15, 2013. Interest Payment Dates: January 15 and July 15.

Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table 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 of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof. SIGNATURES Dated as of December 14January 29, 1998 AEI RESOURCES2010 SIGNATURES VANGUARD HEALTH HOLDING COMPANY II, LLC By: /s/ XXXXXX X. XXXXXXX Name: Xxxxxx X. Xxxxxxx Title: Executive Vice President VANGUARD HOLDING COMPANY II, INC. By: /s/ Xxxx XXXXXX X. Xxxx XXXXXXX Name: Xxxxxx X. Xxxxxxx Title: Executive Vice President VANGUARD HEALTH SYSTEMS, INC., as Guarantor By: /s/ XXXXXX X. XXXXXXX Name: Xxxxxx X. Xxxxxxx Title: Executive Vice President [Indenture] VANGUARD HEALTH HOLDING COMPANY I, LLC BHS PHYSICIANS ALLIANCE FOR ACE, LLC HOSPITAL DEVELOPMENT OF WEST PHOENIX, INC. XXXXXXX PHYSICIANS GROUP, LLC VANGUARD HEALTH FINANCIAL COMPANY, LLC VANGUARD HEALTH MANAGEMENT, INC. VHS ACQUISITION CORPORATION VHS ACQUISITION SUBSIDIARY NUMBER 1, INC. VHS ACQUISITION SUBSIDIARY NUMBER 2, INC. VHS ACQUISITION SUBSIDIARY NUMBER 5, INC. VHS ACQUISITION SUBSIDIARY NUMBER 7, INC. VHS ACQUISITION SUBSIDIARY NUMBER 8, INC. VHS ACQUISITION SUBSIDIARY NUMBER 9, INC. VHS ACQUISITION SUBSIDIARY NUMBER 10, INC. VHS ACQUISITION SUBSIDIARY NUMBER 11, INC. VHS ACQUISITION SUBSIDIARY NUMBER 12, INC. VHS CHICAGO MARKET PROCUREMENT, LLC VHS GENESIS LABS, INC. VHS HOLDING COMPANY, INC. VHS IMAGING CENTERS, INC. VHS OF ANAHEIM, INC. VHS OF ARROWHEAD, INC. VHS OF HUNTINGTON BEACH, INC. VHS OF ILLINOIS, INC. VHS OF ORANGE COUNTY, INC. VHS OF PHOENIX, INC. VHS OF SOUTH PHOENIX, INC. VHS OUTPATIENT CLINICS, INC. BAPTIST MEDICAL MANAGEMENT SERVICE ORGANIZATION, LLC HEALTHCARE COMPLIANCE, L.L.C. XXXXXXX HEALTH PROVIDERS, INC. XXXXXXX MANAGEMENT SERVICES, INC. PROS TEMPORARY STAFFING, INC. WATERMARK PHYSICIAN SERVICES, INC., as Guarantors By: /s. XXXXXX X. XXXXXXX Name: Xxxxxx X. Xxxxxxx Title: Executive Vice President VHS SAN ANTONIO PARTNERS, LLC, as Guarantor By: VHS Acquisition Subsidiary Number 5, Inc., its Member By: /s/ XXXXXX X. XXXXXXX Name: Xxxxxx X. Xxxxxxx Title: Executive Vice President THE ANAHEIM VHS LIMITED PARTNERSHIP, as Guarantor By: VHS of Anaheim, Inc., its General Partner By: /s/ XXXXXX X. XXXXXXX Name: Xxxxxx X. Xxxxxxx Title: Executive Vice President THE HUNTINGTON BEACH VHS LIMITED PARTNERSHIP, as Guarantor By: VHS of Huntington Beach, Inc., its General Partner By: /s/ XXXXXX X. XXXXXXX Name: Xxxxxx X. Xxxxxxx Title: Executive Vice President THE VHS ARIZONA IMAGING CENTERS LIMITED PARTNERSHIP, as Guarantor By: VHS Imaging Centers, Inc., its General Partner By: /s/ XXXXXX X. XXXXXXX Name: Xxxxxx X. Xxxxxxx Title: Executive Vice President [Indenture] Dated as of January 29, 2010 U.S. BANK NATIONAL ASSOCIATION By: /s/ XXXXXXX XXXXXXXX Authorized Signatory Indenture Counterpart Signature Page EXHIBIT A1 [Face of Note] CUSIP/ISIN 8% Notes due 2018 No. ________________ $_________ Name: Xxxx X. Xxxx Title: Confirmed VANGUARD HEALTH HOLDING COMPANY II, LLC and agreed to as Guarantors: 17 WEST MINING, INC., ACECO, INC., XXXXXXXXX MINING, INC., AEI COAL SALES COMPANY, INC., AEI VANGUARD HOLDING COMPANYCOMPANY II, INC. AEI RESOURCES HOLDINGpromise to pay to CEDE & CO. or registered assigns, INC.the principal sum of $ DOLLARS on February 1, AMERICOAL DEVELOPMENT COMPANY2018. Interest Payment Dates: February 1 and August 1 Record Dates: January 15 and July 15 Dated: January 29, APPALACHIAN REALTY COMPANY2010 VANGUARD HEALTH HOLDING COMPANY II, AYRSHIRE LAND COMPANY, BELLAIRE TRUCKING COMPANY, BLUEGRASS COAL DEVELOPMENT COMPANY, BOWIE RESOURCES LIMITED CC COAL COMPANY, COAL VENTURES LLC By: Name: Title: VANGUARD HOLDING COMPANY, INC., EAST KENTUCKY ENERGY CORPORATION, EMPLOYEE BENEFITS MANAGEMENT, INC., ENCOAL CORPORATION, ENERZ CORPORATION, EVERGREEN MINING COMPANY, FAIRVIEW LAND COMPANY, FRANKLIN COAL SALES COMPANY, GRASSY COVE COAL MINING COMPANY, HERITAGE MINING COMPANY, HIGHLAND COAL, INC., XXXXX-XXXXX CO., INC., XXXXXX COAL COMPANY, XXXXXX RESOURCES, INC., XXXXXX RESOURCES MANAGEMENT, INC., MEADOWLARK, INC., MEGA MINERALS, INC., MIDWEST COAL SALES COMPANY, MID-VOL LEASINGCOMPANY II, INC. MINING TECHNOLOGIES, INC., MOUNTAIN-CLAY, INCORPORATED (d/b/a Mountain Clay, Inc.), PHOENIX LAND COMPANY, PREMIUM PROCESSING, INC., PREMIUM COAL DEVELOPMENT COMPANY, PRO-LAND, INC. (d/b/a Kem Coal Company) R. & F. COAL COMPANY, RIVER COAL COMPANY, INC., ROARING CREEK COAL COMPANY, SHIPYARD RIVER COAL TERMINAL COMPANY, STRAIGHT CREEK COAL RESOURCES COMPANY, TENNESSEE MINING, INC., TURRIS COAL COMPANY, WYOMING COAL TECHNOLOGY, INC., XXXXXXX COAL HOLDING COMPANY, XXXXXXX ENVIRONMENTAL SERVICES COMPANY, ZENERGY, INC., each as Guarantor By: /s/ Xxxx X. Xxxx ________________________________ Name: Xxxx X. Xxxx Title: BEECH COAL COMPANY, CANNELTON, INC., CANNELTON INDUSTRIES, INC., CANNELTON LAND COMPANY, CANNELTON SALES COMPANY, XXXX COAL & DOCK COMPANY, XXXXXX HOLDINGS, INC., KANAWHA CORPORATION, KINDILL HOLDING, INC., KINDILL MINING, INC., MIDWEST COAL COMPANY , MOUNTAINEER COAL DEVELOPMENT COMPANY, MOUNTAIN COALS CORPORATION, OLD BEN COAL COMPANY, WEST VIRGINIA-INDIANA COAL HOLDING COMPANY, INC., each as Guarantor By: /s/ Xxxxxxx X. Xxxxxxxxx _______________________________ Name: Xxxxxxx X. Xxxxxxxxx Title: BENTLEY COAL COMPANY, SKYLINE COAL COMPANY, KENTUCKY PRINCE MINING COMPANY, each as Guarantor By: GRASSY COVE COAL MINING COMPANY, ROARING CREEK COAL COMPANY, each as General Partner of each This is one of the entities listed above ByNotes referred to in the within-mentioned Indenture: /s/ Xxxx X. Xxxx _________________________________ Name: Xxxx X. Xxxx Title: NUCOAL, LLC, as Guarantor By: AMERICOAL DEVELOPMENT COMPANY ENCOAL CORPORATION each as Member By: /s/ Xxxx X. Xxxx _________________________________ Name: Xxxx X. Xxxx Title: STATE STREET BANK AND TRUST COMPANYU.S. Bank National Association, as Trustee By: /s/ Xxxxx X. Xxxxxx _________________________________ Name: Xxxxx X. Xxxxxx Title: Vice President EXHIBIT A-1 (FACE OF NOTE) ===============================================================================Authorized Signatory [Back of Note] 8% Senior Notes due 2018 [Insert the Global Note Legend, if applicable pursuant to the provisions of the Indenture] [Insert the Private Placement Legend, if applicable pursuant to the provisions of the Indenture] Capitalized terms used herein have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table 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 of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof. SIGNATURES [INDENTURE SIGNATURE PAGES FOLLOW] [INDENTURE SIGNATURE PAGES] Dated as of December 14April 22, 1998 AEI RESOURCES1999 DURA OPERATING CORP. By: /s/ Xxxxx Xxxxx ----------------------------------- Name: Title: DURA AUTOMOTIVE SYSTEMS, INC. By: /s/ Xxxx Xxxxx Xxxxx ----------------------------------- Name: Title: DURA AUTOMOTIVE SYSTEMS INC. COLUMN SHIFTER OPERATIONS UNIVERSAL TOOL & STAMPING COMPANY INC. DURA AUTOMOTIVE SYSTEMS CABLE OPERATIONS, INC. ADWEST ELECTRONICS, INC. ADWEST WESTERN AUTOMOTIVE, INC. X.E. CO. EXCEL OF TENNESSEE, L.P. EXCEL CORPORATION EXCEL INDUSTRIES OF MICHIGAN, INC. XXXXXXXX INDUSTRIES, INC. XXXXXX INDUSTRIES, INC. HYDRO FLAME CORPORATION XXXXXX AUTOMOTIVE INC. MARK I MOLDED PLASTICS, INC. XXXX I MOLDED PLASTICS OF TENNESSEE, INC. By: /s/ Xxxxx Xxxxx ----------------------------------- Name: Title: U.S. BANK TRUST NATIONAL ASSOCIATION By: /s/ X. Xxxx Xxxxxxxx ----------------------------------- Name: Title: EXHIBIT A (FACE OF NOTE) CUSIP__________ ISIN___________ 9% Senior Subordinated Notes due 2009 No. _______ EURO__________ DURA OPERATING CORP. promises to pay to _____________________, or registered assigns, the principal sum of _______________________ Name: Xxxx X. Xxxx Title: Confirmed and agreed to as Guarantors: 17 WEST MINING, INC., ACECO, INC., XXXXXXXXX MINING, INC., AEI COAL SALES COMPANY, INC., AEI HOLDING COMPANY, INC. AEI RESOURCES HOLDING, INC., AMERICOAL DEVELOPMENT COMPANY, APPALACHIAN REALTY COMPANY, AYRSHIRE LAND COMPANY, BELLAIRE TRUCKING COMPANY, BLUEGRASS COAL DEVELOPMENT COMPANY, BOWIE RESOURCES LIMITED CC COAL COMPANY, COAL VENTURES HOLDING COMPANY, INC., EAST KENTUCKY ENERGY CORPORATION, EMPLOYEE BENEFITS MANAGEMENT, INC., ENCOAL CORPORATION, ENERZ CORPORATION, EVERGREEN MINING COMPANY, FAIRVIEW LAND COMPANY, FRANKLIN COAL SALES COMPANY, GRASSY COVE COAL MINING COMPANY, HERITAGE MINING COMPANY, HIGHLAND COAL, INC., XXXXX-XXXXX CO., INC., XXXXXX COAL COMPANY, XXXXXX RESOURCES, INC., XXXXXX RESOURCES MANAGEMENT, INC., MEADOWLARK, INC., MEGA MINERALS, INC., MIDWEST COAL SALES COMPANY, MID-VOL LEASING, INC. MINING TECHNOLOGIES, INC., MOUNTAIN-CLAY, INCORPORATED (d/b/a Mountain Clay, Inc.), PHOENIX LAND COMPANY, PREMIUM PROCESSING, INC., PREMIUM COAL DEVELOPMENT COMPANY, PRO-LAND, INC. (d/b/a Kem Coal Company) R. & F. COAL COMPANY, RIVER COAL COMPANY, INC., ROARING CREEK COAL COMPANY, SHIPYARD RIVER COAL TERMINAL COMPANY, STRAIGHT CREEK COAL RESOURCES COMPANY, TENNESSEE MINING, INC., TURRIS COAL COMPANY, WYOMING COAL TECHNOLOGY, INC., XXXXXXX COAL HOLDING COMPANY, XXXXXXX ENVIRONMENTAL SERVICES COMPANY, ZENERGY, INC., each as Guarantor By: /s/ Xxxx X. Xxxx ________________________________ Name: Xxxx X. Xxxx Title: BEECH COAL COMPANY) on May 1, CANNELTON, INC2009., CANNELTON INDUSTRIES, INC., CANNELTON LAND COMPANY, CANNELTON SALES COMPANY, XXXX COAL & DOCK COMPANY, XXXXXX HOLDINGS, INC., KANAWHA CORPORATION, KINDILL HOLDING, INC., KINDILL MINING, INC., MIDWEST COAL COMPANY , MOUNTAINEER COAL DEVELOPMENT COMPANY, MOUNTAIN COALS CORPORATION, OLD BEN COAL COMPANY, WEST VIRGINIA-INDIANA COAL HOLDING COMPANY, INC., each as Guarantor By: /s/ Xxxxxxx X. Xxxxxxxxx _______________________________ Name: Xxxxxxx X. Xxxxxxxxx Title: BENTLEY COAL COMPANY, SKYLINE COAL COMPANY, KENTUCKY PRINCE MINING COMPANY, each as Guarantor By: GRASSY COVE COAL MINING COMPANY, ROARING CREEK COAL COMPANY, each as General Partner of each of the entities listed above By: /s/ Xxxx X. Xxxx _________________________________ Name: Xxxx X. Xxxx Title: NUCOAL, LLC, as Guarantor By: AMERICOAL DEVELOPMENT COMPANY ENCOAL CORPORATION each as Member By: /s/ Xxxx X. Xxxx _________________________________ Name: Xxxx X. Xxxx Title: STATE STREET BANK AND TRUST COMPANY, as Trustee By: /s/ Xxxxx X. Xxxxxx _________________________________ Name: Xxxxx X. Xxxxxx Title: Vice President EXHIBIT A-1 (FACE OF NOTE) ===============================================================================

Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table 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 of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof. SIGNATURES Dated as of December 14May 21, 1998 AEI RESOURCES, INCONEPOINT COMMUNICATIONS CORP. By: /s/ Xxxx X. Xxxx ________________________ Name: Xxxx X. Xxxx Title: Confirmed and agreed to as Guarantors: 17 WEST MINING, INC., ACECO, INC., XXXXXXXXX MINING, INC., AEI COAL SALES COMPANY, INC., AEI HOLDING COMPANY, INC. AEI RESOURCES HOLDING, INC., AMERICOAL DEVELOPMENT COMPANY, APPALACHIAN REALTY COMPANY, AYRSHIRE LAND COMPANY, BELLAIRE TRUCKING COMPANY, BLUEGRASS COAL DEVELOPMENT COMPANY, BOWIE RESOURCES LIMITED CC COAL COMPANY, COAL VENTURES HOLDING COMPANY, INC., EAST KENTUCKY ENERGY CORPORATION, EMPLOYEE BENEFITS MANAGEMENT, INC., ENCOAL CORPORATION, ENERZ CORPORATION, EVERGREEN MINING COMPANY, FAIRVIEW LAND COMPANY, FRANKLIN COAL SALES COMPANY, GRASSY COVE COAL MINING COMPANY, HERITAGE MINING COMPANY, HIGHLAND COAL, INC., XXXXX-XXXXX CO., INC., XXXXXX COAL COMPANY, XXXXXX RESOURCES, INC., XXXXXX RESOURCES MANAGEMENT, INC., MEADOWLARK, INC., MEGA MINERALS, INC., MIDWEST COAL SALES COMPANY, MID-VOL LEASING, INC. MINING TECHNOLOGIES, INC., MOUNTAIN-CLAY, INCORPORATED (d/b/a Mountain Clay, Inc.), PHOENIX LAND COMPANY, PREMIUM PROCESSING, INC., PREMIUM COAL DEVELOPMENT COMPANY, PRO-LAND, INC. (d/b/a Kem Coal Company) R. & F. COAL COMPANY, RIVER COAL COMPANY, INC., ROARING CREEK COAL COMPANY, SHIPYARD RIVER COAL TERMINAL COMPANY, STRAIGHT CREEK COAL RESOURCES COMPANY, TENNESSEE MINING, INC., TURRIS COAL COMPANY, WYOMING COAL TECHNOLOGY, INC., XXXXXXX COAL HOLDING COMPANY, XXXXXXX ENVIRONMENTAL SERVICES COMPANY, ZENERGY, INC., each as Guarantor By: /s/ Xxxx X. Xxxx ________________________________ Name: Xxxx X. Xxxx Title: BEECH COAL COMPANY, CANNELTON, INC., CANNELTON INDUSTRIES, INC., CANNELTON LAND COMPANY, CANNELTON SALES COMPANY, XXXX COAL & DOCK COMPANY, XXXXXX HOLDINGS, INC., KANAWHA CORPORATION, KINDILL HOLDING, INC., KINDILL MINING, INC., MIDWEST COAL COMPANY , MOUNTAINEER COAL DEVELOPMENT COMPANY, MOUNTAIN COALS CORPORATION, OLD BEN COAL COMPANY, WEST VIRGINIA-INDIANA COAL HOLDING COMPANY, INC., each as Guarantor By: /s/ Xxxxxxx X. Xxxxxxxxx _______________________________ Name: Xxxxxxx X. Xxxxxxxxx Title: BENTLEY COAL COMPANY, SKYLINE COAL COMPANY, KENTUCKY PRINCE MINING COMPANY, each as Guarantor By: GRASSY COVE COAL MINING COMPANY, ROARING CREEK COAL COMPANY, each as General Partner of each of the entities listed above By: /s/ Xxxx X. Xxxx _________________________________ Name: Xxxx X. Xxxx Title: NUCOAL, LLC, as Guarantor By: AMERICOAL DEVELOPMENT COMPANY ENCOAL CORPORATION each as Member By: /s/ Xxxx X. Xxxx _________________________________ Name: Xxxx X. Xxxx Title: STATE STREET BANK AND TRUST COMPANY, as Trustee By: /s/ Xxxxx X. Xxxxxx _________________________________ Xxxxxxxxx --------------------------------- Name: Title: Chairman and Chief Executive Officer ONEPOINT COMMUNICATIONS HOLDINGS, LLC By: ONEPOINT COMMUNICATIONS CORP., its Manager By: /s/ Xxxxx X. Xxxxxx Xxxxxxxxx --------------------------------- Name: Title: Chairman and Chief Executive Officer ONEPOINT COMMUNICATIONS - GEORGIA, LLC By: ONEPOINT COMMUNICATIONS CORP., its Manager By: /s/ Xxxxx X. Xxxxxxxxx --------------------------------- Name: Title: Chairman and Chief Executive Officer ONEPOINT COMMUNICATIONS - ILLINOIS, LLC By: ONEPOINT COMMUNICATIONS CORP., its Manager By: /s/ Xxxxx X. Xxxxxxxxx --------------------------------- Name: Title: Chairman and Chief Executive Officer ONEPOINT COMMUNICATIONS - COLORADO, LLC By: ONEPOINT COMMUNICATIONS CORP., its Manager By: /s/ Xxxxx X. Xxxxxxxxx --------------------------------- Name: Title: Chairman and Chief Executive Officer VIC - RMTS - DC. LLC By: ONEPOINT COMMUNICATIONS HOLDING, LLC, its Manager By: ONEPOINT COMMUNICATIONS CORP., its Manager By: /s/ Xxxxx X. Xxxxxxxxx ---------------------------------- Name: Title: Chairman and Chief Executive Officer XXXXXX TRUST AND SAVINGS BANK By: /s/ X. Xxxxxxxxx --------------------------------- Name: Title: Vice President EXHIBIT A-1 A (FACE OF NOTEFace of Note) ================================================================================ CUSIP/CINS ______________ 14 1/2% [Series A] [Series B] Senior Notes due 2008 No. _____ $____________ ONEPOINT COMMUNICATIONS CORP. promises to pay to _______________________________________________ or registered assigns, the principal sum of _____________________________________________ Dollars on _____________, 2008 Interest Payment Dates: ____________ and_____________ Record Dates: ____________ and ____________ Dated: May 21, 1998 ONEPOINT COMMUNICATIONS CORP. By:________________________________ Name: Title: This is one of the Global Notes referred to in the within-mentioned Indenture: XXXXXX TRUST AND SAVINGS BANK, as Trustee By:_____________________________ ================================================================================ (Back of Note)

Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table Contents 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 of this Indenture and shall will in no way modify or restrict any of the terms or provisions hereof. SIGNATURES 97 Dated as of December 14November 24, 1998 AEI RESOURCES2009 VIASYSTEMS, INC. By: /s/ Xxxx Xxxxx X. Xxxx ________________________ Xxxxxxxx Name: Xxxx Xxxxx X. Xxxx Xxxxxxxx Title: Confirmed and agreed to as Guarantors: 17 WEST MINING, INC., ACECO, INC., XXXXXXXXX MINING, INC., AEI COAL SALES COMPANY, INC., AEI HOLDING COMPANYChief Executive Officer VIASYSTEMS INTERNATIONAL, INC. AEI RESOURCES HOLDING, INCVIASYSTEMS TECHNOLOGIES CORP., AMERICOAL DEVELOPMENT COMPANYLLC By: Viasystems, APPALACHIAN REALTY COMPANY, AYRSHIRE LAND COMPANY, BELLAIRE TRUCKING COMPANY, BLUEGRASS COAL DEVELOPMENT COMPANY, BOWIE RESOURCES LIMITED CC COAL COMPANY, COAL VENTURES HOLDING COMPANY, INC., EAST KENTUCKY ENERGY CORPORATION, EMPLOYEE BENEFITS MANAGEMENT, INC., ENCOAL CORPORATION, ENERZ CORPORATION, EVERGREEN MINING COMPANY, FAIRVIEW LAND COMPANY, FRANKLIN COAL SALES COMPANY, GRASSY COVE COAL MINING COMPANY, HERITAGE MINING COMPANY, HIGHLAND COAL, INC., XXXXX-XXXXX CO., INC., XXXXXX COAL COMPANY, XXXXXX RESOURCES, INC., XXXXXX RESOURCES MANAGEMENT, INC., MEADOWLARK, INC., MEGA MINERALS, INC., MIDWEST COAL SALES COMPANY, MID-VOL LEASING, INC. MINING TECHNOLOGIES, INC., MOUNTAIN-CLAY, INCORPORATED (d/b/a Mountain Clay, Inc.), PHOENIX LAND COMPANY, PREMIUM PROCESSING, INC., PREMIUM COAL DEVELOPMENT COMPANY, PRO-LAND, INC. (d/b/a Kem Coal Company) R. & F. COAL COMPANY, RIVER COAL COMPANY, INC., ROARING CREEK COAL COMPANY, SHIPYARD RIVER COAL TERMINAL COMPANY, STRAIGHT CREEK COAL RESOURCES COMPANY, TENNESSEE MINING, INC., TURRIS COAL COMPANY, WYOMING COAL TECHNOLOGY, INC., XXXXXXX COAL HOLDING COMPANY, XXXXXXX ENVIRONMENTAL SERVICES COMPANY, ZENERGY, INC., each Inc. as Guarantor sole member By: /s/ Xxxx Xxxxx X. Xxxx ________________________________ Xxxxxxxx Name: Xxxx Xxxxx X. Xxxx Xxxxxxxx Title: BEECH COAL COMPANY, CANNELTON, INC., CANNELTON INDUSTRIES, INC., CANNELTON LAND COMPANY, CANNELTON SALES COMPANY, XXXX COAL & DOCK COMPANY, XXXXXX HOLDINGS, INC., KANAWHA CORPORATION, KINDILL HOLDING, INC., KINDILL MINING, INC., MIDWEST COAL COMPANY , MOUNTAINEER COAL DEVELOPMENT COMPANY, MOUNTAIN COALS CORPORATION, OLD BEN COAL COMPANY, WEST VIRGINIA-INDIANA COAL HOLDING COMPANY, INC., each as Guarantor By: /s/ Xxxxxxx X. Xxxxxxxxx _______________________________ Name: Xxxxxxx X. Xxxxxxxxx Title: BENTLEY COAL COMPANY, SKYLINE COAL COMPANY, KENTUCKY PRINCE MINING COMPANY, each as Guarantor By: GRASSY COVE COAL MINING COMPANY, ROARING CREEK COAL COMPANY, each as General Partner of each of the entities listed above By: /s/ Xxxx X. Xxxx _________________________________ Name: Xxxx X. Xxxx Title: NUCOAL, LLC, as Guarantor By: AMERICOAL DEVELOPMENT COMPANY ENCOAL CORPORATION each as Member By: /s/ Xxxx X. Xxxx _________________________________ Name: Xxxx X. Xxxx Title: STATE STREET BANK AND Chief Executive Officer WILMINGTON TRUST COMPANYFSB, as Trustee By: /s/ Xxxxx Xxxxxx X. Xxxxxx _________________________________ X’Xxxxxxx Name: Xxxxx Xxxxxx X. Xxxxxx X’Xxxxxxx Title: Vice President EXHIBIT A-1 (FACE A1 [Face of Note] CUSIP/CINS 12.00% Senior Secured Notes due 2015 No. $ VIASYSTEMS, INC. promises to pay to [ ], or registered assigns, the principal sum of DOLLARS on January 15, 2015. Interest Payment Dates: January 15 and July 15 Record Dates: January 1 and July 1 Dated: , 20 VIASYSTEMS, INC. By: Name: Title: This is one of the Notes referred to in the within-mentioned Indenture: WILMINGTON TRUST FSB, as Trustee By: Authorized Signatory THIS NOTE IS ISSUED WITH ORIGINAL ISSUE DISCOUNT FOR PURPOSES OF NOTE) ===============================================================================SECTION 1271 ET SEQ. OF THE INTERNAL REVENUE CODE. A HOLDER MAY OBTAIN THE ISSUE PRICE, AMOUNT OF ORIGINAL ISSUE DISCOUNT, ISSUE DATE AND YIELD TO MATURITY FOR SUCH NOTES BY SUBMITTING A REQUEST FOR SUCH INFORMATION TO THE ISSUER AT THE FOLLOWING ADDRESS: VIASYSTEMS, INC., 000 XXXXX XXXXXX XXXX, ST. LOUIS, MISSOURI, 63105, ATTENTION: CHIEF FINANCIAL OFFICER. A1-1 [Back of Note] 12.00% Senior Secured Notes due 2015 [Insert the Global Note Legend, if applicable pursuant to the provisions of the Indenture] [Insert the Private Placement Legend, if applicable pursuant to the provisions of the Indenture] Capitalized terms used herein have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table 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 of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof. SIGNATURES Dated as of December 14, 1998 AEI RESOURCES2004 ISSUERS: WYNN LAS VEGAS, INC. LLC, a Nevada limited liability company By: Xxxx Resorts Holdings, LLC, a Nevada limited liability company, its sole member By: Wynn Resorts, Limited, a Nevada corporation, its sole member /s/ Xxxxxx X. Xxxxxx --------------------------------- Name: Xxxxxx X. Xxxxxx Title: President WYNN LAS VEGAS CAPITAL CORP., a Nevada corporation, By: /s/ Xxxx Xxxxxx X. Xxxx ________________________ Xxxxxx --------------------------------- Name: Xxxx Xxxxxx X. Xxxx Xxxxxx Title: Confirmed and agreed to as GuarantorsPresident GUARANTORS: 17 WEST MINING, INC., ACECO, INC., XXXXXXXXX MINING, INC., AEI COAL SALES COMPANY, INC., AEI HOLDING COMPANY, INC. AEI RESOURCES HOLDING, INC., AMERICOAL DEVELOPMENT COMPANY, APPALACHIAN REALTY COMPANY, AYRSHIRE LAND COMPANY, BELLAIRE TRUCKING COMPANY, BLUEGRASS COAL DEVELOPMENT COMPANY, BOWIE RESOURCES LIMITED CC COAL COMPANY, COAL VENTURES HOLDING COMPANY, INC., EAST KENTUCKY ENERGY CORPORATION, EMPLOYEE BENEFITS MANAGEMENT, INC., ENCOAL CORPORATION, ENERZ CORPORATION, EVERGREEN MINING COMPANY, FAIRVIEW LAND COMPANY, FRANKLIN COAL SALES COMPANY, GRASSY COVE COAL MINING COMPANY, HERITAGE MINING COMPANY, HIGHLAND COAL, INC., XXXXX-XXXXX CO., INC., XXXXXX COAL COMPANY, XXXXXX RESOURCES, INC., XXXXXX RESOURCES MANAGEMENT, INC., MEADOWLARK, INC., MEGA MINERALS, INC., MIDWEST COAL SALES COMPANY, MID-VOL LEASING, INC. MINING TECHNOLOGIES, INC., MOUNTAIN-CLAY, INCORPORATED (d/b/a Mountain Clay, Inc.), PHOENIX LAND COMPANY, PREMIUM PROCESSING, INC., PREMIUM COAL DEVELOPMENT COMPANY, PRO-LAND, INC. (d/b/a Kem Coal Company) R. & F. COAL COMPANY, RIVER COAL COMPANY, INC., ROARING CREEK COAL COMPANY, SHIPYARD RIVER COAL TERMINAL COMPANY, STRAIGHT CREEK COAL RESOURCES COMPANY, TENNESSEE MINING, INC., TURRIS COAL COMPANY, WYOMING COAL TECHNOLOGY, INC., XXXXXXX COAL HOLDING COMPANY, XXXXXXX ENVIRONMENTAL SERVICES COMPANY, ZENERGY, INC., each as Guarantor By: /s/ Xxxx X. Xxxx ________________________________ Name: Xxxx X. Xxxx Title: BEECH COAL COMPANY, CANNELTON, INC., CANNELTON INDUSTRIES, INC., CANNELTON LAND COMPANY, CANNELTON SALES COMPANY, XXXX COAL & DOCK COMPANY, XXXXXX HOLDINGS, INC., KANAWHA CORPORATION, KINDILL HOLDING, INC., KINDILL MINING, INC., MIDWEST COAL COMPANY , MOUNTAINEER COAL DEVELOPMENT COMPANY, MOUNTAIN COALS CORPORATION, OLD BEN COAL COMPANY, WEST VIRGINIA-INDIANA COAL HOLDING COMPANY, INC., each as Guarantor By: /s/ Xxxxxxx X. Xxxxxxxxx _______________________________ Name: Xxxxxxx X. Xxxxxxxxx Title: BENTLEY COAL COMPANY, SKYLINE COAL COMPANY, KENTUCKY PRINCE MINING COMPANY, each as Guarantor By: GRASSY COVE COAL MINING COMPANY, ROARING CREEK COAL COMPANY, each as General Partner of each of the entities listed above By: /s/ Xxxx X. Xxxx _________________________________ Name: Xxxx X. Xxxx Title: NUCOALLAS VEGAS JET, LLC, as Guarantor a Nevada limited liability company By: AMERICOAL DEVELOPMENT COMPANY ENCOAL CORPORATION each as Member Wynn Las Vegas, LLC, a Nevada limited liability company, its sole member By: Xxxx Resorts Holdings, LLC, a Nevada limited liability company, its sole member By: Wynn Resorts, Limited, a Nevada corporation, its sole member /s/ Xxxx Xxxxxx X. Xxxx _________________________________ Xxxxxx --------------------------- Name: Xxxx Xxxxxx X. Xxxx Xxxxxx Title: STATE STREET President WORLD TRAVEL, LLC, a Nevada limited liability company By: Xxxx Las Vegas, LLC, a Nevada limited liability company, its sole member By: Xxxx Resorts Holdings, LLC, a Nevada limited liability company,its sole member By: Wynn Resorts, Limited, a Nevada corporation, its sole member /s/ Xxxxxx X. Xxxxxx --------------------------- Name: Xxxxxx X. Xxxxxx Title: President XXXX GOLF, LLC, a Nevada limited liability company By: Wynn Las Vegas, LLC, a Nevada limited liability company, its sole member By: Xxxx Resorts Holdings, LLC, a Nevada limited liability company, its sole member By: Wynn Resorts, Limited, a Nevada corporation, its sole member /s/ Xxxxxx X. Xxxxxx --------------------------- Name: Xxxxxx X. Xxxxxx Title: President XXXX SHOW PERFORMERS, LLC, a Nevada limited liability company By: Xxxx Las Vegas, LLC, a Nevada limited liability company, its sole member By: Xxxx Resorts Holdings, LLC, a Nevada limited liability company, its sole member By: Wynn Resorts, Limited, a Nevada corporation, its sole member /s/ Xxxxxx X. Xxxxxx --------------------------- Name: Xxxxxx X. Xxxxxx Title: President XXXX SUNRISE, LLC, a Nevada limited liability company By: Xxxx Las Vegas, LLC, a Nevada limited liability company, its sole member By: Xxxx Resorts Holdings, LLC, a Nevada limited liability company, its sole member By: Wynn Resorts, Limited, a Nevada corporation, its sole member /s/ Xxxxxx X. Xxxxxx --------------------------- Name: Xxxxxx X. Xxxxxx Title: President U.S. BANK AND TRUST COMPANYNATIONAL ASSOCIATION, as Trustee By: /s/ Xxxxx X. Xxxxxx _________________________________ Xxxx-Xxxx Xxxxxxxxx --------------------------- Name: Xxxxx X. Xxxxxx Xxxx-Xxxx Xxxxxxxxx Title: Vice President EXHIBIT A-1 (FACE OF NOTE) ===============================================================================President

Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table 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 of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof. SIGNATURES Dated as of December 14November 21, 1998 AEI RESOURCES2014 OMNICARE, INC. By: /s/ Xxxx Xxxxxx X. Xxxx ____________Xxxxx Name: Xxxxxx X. Xxxxx Title: Senior Vice President and Chief Financial Officer Attest: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Vice President, Treasurer U.S. BANK NATIONAL ASSOCIATION By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Vice President Attest: /s/ Xxxxx Xxxxxxx Authorized Signatory Exhibit A [Legend if Security is a Global Security] THIS GLOBAL SECURITY IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS SECURITY) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO THE INDENTURE, (II) THIS GLOBAL SECURITY MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.08 OF THE INDENTURE, (III) THIS GLOBAL SECURITY MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.13 OF THE INDENTURE AND (IV) THIS GLOBAL SECURITY MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF OMNICARE, INC. [Face of Security] CUSIP ____________ Name: Xxxx X. Xxxx Title: Confirmed and agreed to as Guarantors: 17 WEST MINING, INC., ACECO, INC., XXXXXXXXX MINING, INC., AEI COAL SALES COMPANY, INC., AEI HOLDING COMPANY[TITLE OF SECURITIES] No. ___ $____________ OMNICARE, INC. AEI RESOURCES HOLDING, INC., AMERICOAL DEVELOPMENT COMPANY, APPALACHIAN REALTY COMPANY, AYRSHIRE LAND COMPANY, BELLAIRE TRUCKING COMPANY, BLUEGRASS COAL DEVELOPMENT COMPANY, BOWIE RESOURCES LIMITED CC COAL COMPANY, COAL VENTURES HOLDING COMPANY, INC., EAST KENTUCKY ENERGY CORPORATION, EMPLOYEE BENEFITS MANAGEMENT, INC., ENCOAL CORPORATION, ENERZ CORPORATION, EVERGREEN MINING COMPANY, FAIRVIEW LAND COMPANY, FRANKLIN COAL SALES COMPANY, GRASSY COVE COAL MINING COMPANY, HERITAGE MINING COMPANY, HIGHLAND COAL, INC., XXXXX-XXXXX CO., INC., XXXXXX COAL COMPANY, XXXXXX RESOURCES, INC., XXXXXX RESOURCES MANAGEMENT, INC., MEADOWLARK, INC., MEGA MINERALS, INC., MIDWEST COAL SALES COMPANY, MID-VOL LEASING, INC. MINING TECHNOLOGIES, INC., MOUNTAIN-CLAY, INCORPORATED (d/b/a Mountain Clay, Inc.), PHOENIX LAND COMPANY, PREMIUM PROCESSING, INC., PREMIUM COAL DEVELOPMENT COMPANY, PRO-LAND, INC. (d/b/a Kem Coal Company) R. & F. COAL COMPANY, RIVER COAL COMPANY, INC., ROARING CREEK COAL COMPANY, SHIPYARD RIVER COAL TERMINAL COMPANY, STRAIGHT CREEK COAL RESOURCES COMPANY, TENNESSEE MINING, INC., TURRIS COAL COMPANY, WYOMING COAL TECHNOLOGY, INC., XXXXXXX COAL HOLDING COMPANY, XXXXXXX ENVIRONMENTAL SERVICES COMPANY, ZENERGY, INC., each as Guarantor By: /s/ Xxxx X. Xxxx promises to pay to ________________________________ Name: Xxxx X. Xxxx Title: BEECH COAL COMPANY________or registered assigns, CANNELTON, INC., CANNELTON INDUSTRIES, INC., CANNELTON LAND COMPANY, CANNELTON SALES COMPANY, XXXX COAL & DOCK COMPANY, XXXXXX HOLDINGS, INC., KANAWHA CORPORATION, KINDILL HOLDING, INC., KINDILL MINING, INC., MIDWEST COAL COMPANY , MOUNTAINEER COAL DEVELOPMENT COMPANY, MOUNTAIN COALS CORPORATION, OLD BEN COAL COMPANY, WEST VIRGINIA-INDIANA COAL HOLDING COMPANY, INC., each as Guarantor By: /s/ Xxxxxxx X. Xxxxxxxxx the principal sum of _______________________________ Name: Xxxxxxx X. Xxxxxxxxx Title: BENTLEY COAL COMPANY, SKYLINE COAL COMPANY, KENTUCKY PRINCE MINING COMPANY, each as Guarantor By: GRASSY COVE COAL MINING COMPANY, ROARING CREEK COAL COMPANY, each as General Partner of each of the entities listed above By: /s/ Xxxx X. Xxxx _________________________________ NameInterest Payment Dates [____________] and [____________], commencing on [______]. Record Dates: Xxxx X. Xxxx Title[______________] and [______________] Dated: NUCOAL, LLC, as Guarantor By: AMERICOAL DEVELOPMENT COMPANY ENCOAL CORPORATION each as Member By: /s/ Xxxx X. Xxxx _______________, ____ OMNICARE, INC. By: Name: Title: By: Name: Title: This is one of the Securities referred to in the within-mentioned Indenture: [__________________ Name: Xxxx X. Xxxx Title: STATE STREET BANK AND TRUST COMPANY], as Trustee By: /s/ Xxxxx X. Xxxxxx _________________________________ Name: Xxxxx X. Xxxxxx Title: Vice President EXHIBIT A-1 (FACE Authorized Signatory [Back of Security] [TITLE OF NOTE) ===============================================================================SECURITIES] [Insert the Global Security Legend, if applicable pursuant to the provisions of this Indenture] [Insert any legend required by the Internal Revenue Code and the regulations thereunder] Capitalized terms used herein shall have the meanings assigned to them in this Indenture referred to below unless otherwise indicated.

Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table Contents and Headings of the Articles and Sections of in this Indenture have been inserted for convenience of reference only, are not to be considered a part of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof. 76 SIGNATURES Dated as of December 14January 29, 1998 AEI RESOURCES2008 Company: CHINA NATURAL GAS, INC. By: /s/ Xxxx X. Xxxx ________________________ Xxxxx Xx Name: Xxxx X. Xxxx Title: Confirmed Trustee and agreed to as GuarantorsCollateral Agent: 17 WEST MINING, INC., ACECO, INC., XXXXXXXXX MINING, INC., AEI COAL SALES COMPANY, INC., AEI HOLDING COMPANY, INC. AEI RESOURCES HOLDING, INC., AMERICOAL DEVELOPMENT COMPANY, APPALACHIAN REALTY COMPANY, AYRSHIRE LAND COMPANY, BELLAIRE TRUCKING COMPANY, BLUEGRASS COAL DEVELOPMENT COMPANY, BOWIE RESOURCES LIMITED CC COAL COMPANY, COAL VENTURES HOLDING COMPANY, INC., EAST KENTUCKY ENERGY CORPORATION, EMPLOYEE BENEFITS MANAGEMENT, INC., ENCOAL CORPORATION, ENERZ CORPORATION, EVERGREEN MINING COMPANY, FAIRVIEW LAND COMPANY, FRANKLIN COAL SALES COMPANY, GRASSY COVE COAL MINING COMPANY, HERITAGE MINING COMPANY, HIGHLAND COAL, INC., XXXXX-XXXXX CO., INC., XXXXXX COAL COMPANY, XXXXXX RESOURCES, INC., XXXXXX RESOURCES MANAGEMENT, INC., MEADOWLARK, INC., MEGA MINERALS, INC., MIDWEST COAL SALES COMPANY, MID-VOL LEASING, INC. MINING TECHNOLOGIES, INC., MOUNTAIN-CLAY, INCORPORATED DB TRUSTEES (d/b/a Mountain Clay, Inc.), PHOENIX LAND COMPANY, PREMIUM PROCESSING, INC., PREMIUM COAL DEVELOPMENT COMPANY, PRO-LAND, INC. (d/b/a Kem Coal CompanyHONG KONG) R. & F. COAL COMPANY, RIVER COAL COMPANY, INC., ROARING CREEK COAL COMPANY, SHIPYARD RIVER COAL TERMINAL COMPANY, STRAIGHT CREEK COAL RESOURCES COMPANY, TENNESSEE MINING, INC., TURRIS COAL COMPANY, WYOMING COAL TECHNOLOGY, INC., XXXXXXX COAL HOLDING COMPANY, XXXXXXX ENVIRONMENTAL SERVICES COMPANY, ZENERGY, INC., each as Guarantor By: /s/ Xxxx X. Xxxx ________________________________ Name: Xxxx X. Xxxx Title: BEECH COAL COMPANY, CANNELTON, INC., CANNELTON INDUSTRIES, INC., CANNELTON LAND COMPANY, CANNELTON SALES COMPANY, XXXX COAL & DOCK COMPANY, XXXXXX HOLDINGS, INC., KANAWHA CORPORATION, KINDILL HOLDING, INC., KINDILL MINING, INC., MIDWEST COAL COMPANY , MOUNTAINEER COAL DEVELOPMENT COMPANY, MOUNTAIN COALS CORPORATION, OLD BEN COAL COMPANY, WEST VIRGINIA-INDIANA COAL HOLDING COMPANY, INC., each as Guarantor By: /s/ Xxxxxxx X. Xxxxxxxxx _______________________________ Name: Xxxxxxx X. Xxxxxxxxx Title: BENTLEY COAL COMPANY, SKYLINE COAL COMPANY, KENTUCKY PRINCE MINING COMPANY, each as Guarantor By: GRASSY COVE COAL MINING COMPANY, ROARING CREEK COAL COMPANY, each as General Partner of each of the entities listed above By: /s/ Xxxx X. Xxxx _________________________________ Name: Xxxx X. Xxxx Title: NUCOAL, LLC, as Guarantor By: AMERICOAL DEVELOPMENT COMPANY ENCOAL CORPORATION each as Member By: /s/ Xxxx X. Xxxx _________________________________ Name: Xxxx X. Xxxx Title: STATE STREET BANK AND TRUST COMPANYLIMITED, as Trustee By: /s/ Xxxxx X. Xxxxxx _________________________________ Xxxx Xxx-Xxxxxxx Name: Xxxxx X. Xxxx Xxx-Xxxxxxx Title: Authorized Signatory By: /s/ Xxxx Xxx Xxxx Xxxxxx Name: Xxxx Xxx Xxxx Xxxxxx Title: Vice President Authorized Signatory Registrar: DEUTSCHE BANK LUXEMBOURG S.A., as Registrar By: /s/ Xxxx Xxx-Xxxxxxx Name: Xxxx Xxx-Xxxxxxx Title: Attorney By: /s/ Xxxx Xxx Xxxx Xxxxxx Name: Xxxx Xxx Xxxx Xxxxxx Title: Attorney Paying Agent: DEUTSCHE BANK AG, HONG KONG BRANCH, as Paying Agent By: /s/ Xxxx Xxx-Xxxxxxx Name: Xxxx Xxx-Xxxxxxx Title: Authorized Signatory By: /s/ Xxxx Xxx Xxxx Xxxxxx Name: Xxxx Xxx Xxxx Xxxxxx Title: Authorized Signatory EXHIBIT A-1 A (FACE Face of Note) [GLOBAL NOTE LEGEND] UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF EUROCLEAR BANK S.A./N.V. (“EUROCLEAR”), OR CLEARSTREAM BANKING, SOCIÉTÉ ANONYME (“CLEARSTREAM”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF ITS AUTHORIZED NOMINEE OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF EUROCLEAR OR CLEARSTREAM (AND ANY PAYMENT IS MADE TO ITS AUTHORIZED NOMINEE, OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF EUROCLEAR OR CLEARSTREAM), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, ITS AUTHORIZED NOMINEE, HAS AN INTEREST HEREIN. TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF EUROCLEAR OR CLEARSTREAM OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE. [REGULATION S LEGEND] UNTIL 40 DAYS AFTER THE LATER OF THE DAY ON WHICH THE NOTES ARE FIRST OFFERED TO PERSONS OTHER THAN DISTRIBUTORS (AS DEFINED IN REGULATION S, AS DEFINED BELOW) AND THE DATE OF THE CLOSING OF THE OFFERING OF THE NOTES, AN OFFER OR SALE OF THE NOTES WITHIN THE UNITED STATES (AS DEFINED IN THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”) MAY VIOLATE THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT IF SUCH OFFER OR SALE IS MADE OTHERWISE THAN IN ACCORDANCE WITH RULE 144A THEREUNDER. THIS NOTE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OR OTHER SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THIS NOTE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION UNLESS THE TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT. THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF (1) REPRESENTS THAT (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE U.S. SECURITIES ACT (“RULE 144A”)) OR (B) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS NOTE IN AN “OFFSHORE TRANSACTION” PURSUANT TO RULE 903 OR RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT (“REGULATION S”), (2) AGREES ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASED SECURITIES THAT IT WILL NOT PRIOR TO (X) THE DATE WHICH IS 40 DAYS AFTER THE LATER OF THE DATE OF THE COMMENCEMENT OF THE OFFERING AND THE DATE OF ORIGINAL ISSUANCE (OR OF ANY PREDECESSOR OF THIS NOTE) ===============================================================================AND (Y) SUCH LATER DATE, IF ANY, AS MAY BE REQUIRED BY APPLICABLE LAW (THE “RESALE RESTRICTION TERMINATION DATE”), OFFER, SELL OR OTHERWISE TRANSFER THIS NOTE EXCEPT (A) TO THE ISSUER, (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE U.S. SECURITIES ACT, (C) FOR SO LONG AS THE NOTES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE U.S. SECURITIES ACT, TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S OR (E) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT, AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS NOTE IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND; PROVIDED THAT THE ISSUER, THE TRUSTEE, THE REGISTRAR AND THE TRANSFER AGENT SHALL HAVE THE RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (D) PRIOR TO THE END OF THE 40-DAY DISTRIBUTION COMPLIANCE PERIOD WITHIN THE MEANING OF REGULATION S OR PURSUANT TO CLAUSE (E) PRIOR TO THE RESALE RESTRICTION TERMINATION DATE TO REQUIRE THAT AN OPINION OF COUNSEL, CERTIFICATIONS AND/OR OTHER INFORMATION SATISFACTORY TO THE ISSUER, THE TRUSTEE, THE REGISTRAR AND THE TRANSFER AGENT IS COMPLETED AND DELIVERED BY THE TRANSFEROR. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE. AS USED HEREIN, THE TERMS “OFFSHORE TRANSACTION,” “UNITED STATES” AND “U.S. PERSON” HAVE THE MEANINGS GIVEN TO THEM BY REGULATION S. THIS NOTE MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS (I) AS PART OF THEIR DISTRIBUTION AT ANY TIME OR (II) OTHERWISE UNTIL 40 DAYS AFTER THE LATER OF THE DATE OF THE COMMENCEMENT OF THE OFFERING AND THE DATE OF ORIGINAL ISSUANCE, EXCEPT IN EITHER CASE IN ACCORDANCE WITH REGULATION S (OR RULE 144A, IF AVAILABLE) UNDER THE SECURITIES ACT. 5.0% GUARANTEED SENIOR NOTES DUE 2014 ISIN: XS0331534494 Common Code:033153449 No. 1 RMB145,000,000 CHINA NATURAL GAS, INC. promises to pay to BT GLOBENET NOMINEES LIMITED, or registered assigns, as nominee of the Common Depositary for Clearstream Banking, société anonyme (“Clearstream”) and/or Euroclear Bank S.A./N.V. (“Euroclear”), or registered assigns, the Dollar Equivalent of the principal sum of RMB145,000,000 (one hundred forty five million) on January 30, 2014, or such greater or lesser principal amount at the Stated Maturity hereof as is indicated in the records of the Trustee and the Common Depositary. Interest Payment Dates: January 30 and July 30, commencing July 30, 2008. Record Dates: January 15 and July 15. Registrar: Deutsche Bank Luxembourg S.A. Dated: January 29, 2008.

Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table 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 of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof. SIGNATURES Dated as of December 14[Indenture signature page] DATED AS OF OCTOBER 08, 1998 AEI RESOURCES2003 THE SCOTTS COMPANY By: /s/ Rebecca J. Bruening ------------------------------ Name: Rebecca J. Bruening Xxxxx: Xxxx Xxxxxxent and Treasurer SCOTTS MANUFACTURING COMPANY By: /s/ Rebecca J. Bruening ------------------------------------ Name: Rebecca J. Bruening Title: Xxxx Xxxxxxxxx xxd Treasurer SCOTTS PROFESSIONAL PRODUCTS CO. By: /s/ Rebecca J. Bruening ------------------------------------ Name: Rebecca J. Bruening Title: Xxxx Xxxxxxxxx xxd Treasurer SCOTTS PRODUCTS CO. By: /s/ Rebecca J. Bruening ------------------------------------ Name: Rebecca J. Bruening Title: Xxxx Xxxxxxxxx xxd Treasurer SCOTTS-SIERRA HORTICULTURAL PRODUCTS COMPANY By: /s/ Rebecca J. Bruening ------------------------------------ Name: Rebecca J. Bruening Title: Xxxx Xxxxxxxxx xxd Treasurer OMS INVESTMENTS, INC. By: /s/ Rebecca J. Bruening ------------------------------------ Name: Rebecca J. Bruening Title: Xxxx X. Xxxxxxxxx xxd Treasurer HYPONEX CORPORATION By: /s/ Rebecca J. Bruening ------------------------------------ Name: Rebecca J. Bruening Titlx: Xxxx Xxxxxxxxx xnd Treasurer SWISS FARMS PRODUCTS, INC. By: /s/ Rebecca J. Bruening ------------------------------------ Name: Rebecca J. Bruening Titlx: Xxxx Xxxxxxxxx xnd Treasurer SCOTTS TEMECULA OPERATIONS, LLC By: /s/ Rebecca J. Bruening ------------------------------------ Name: Rebecca J. Bruening Titlx: Xxxx Xxxxxxxxx xnd Treasurer SCOTTS-SIERRA INVESTMENTS, INC. By: /s/ Rebecca J. Bruening ------------------------------------ Name: Rebecca J. Bruening Titlx: Xxxx Xxxxxxxxx xnd Treasurer SCOTTS-SIERRA CROP PROTECTION COMPANY By: /s/ Rebecca J. Bruening ------------------------------------ Name: Rebecca J. Bruening Titlx: Xxxx Xxxxxxxxx xnd Treasurer MIRACLE-GRO LAWN PRODUCTS, INC. By: /s/ Rebecca J. Bruening ------------------------------------ Name: Rebecca J. Bruening Titlx: Xxxx Xxxxxxxxx xnd Treasurer 95 EG SYSTEMS, INC. (D/B/A SCOTTS LAWNSERVICE) By: /s/ Rebecca J. Bruening ------------------------------------ Name: Rebecca J. Bruening Titlx: Xxxx Xxxxxxxxx xnd Treasurer U.S. BANK NATIONAL ASSOCIATION, AS TRUSTEE By: /s/ Philip G. Kane, Jr. ------------------------------------ Name: Philip G. Kane, Jr. Title: Vixx Xxxxxxxxx EXHIBIT A (Face of Note) -------------------------------------------------------------------------------- CUSIP:___________ ISIN:________________________ Name: Xxxx X. Xxxx Title: Confirmed and agreed to as Guarantors: 17 WEST MINING, INC., ACECO, INC., XXXXXXXXX MINING, INC., AEI COAL SALES COMPANY, INC., AEI HOLDING COMPANY, INC. AEI RESOURCES HOLDING, INC., AMERICOAL DEVELOPMENT COMPANY, APPALACHIAN REALTY COMPANY, AYRSHIRE LAND COMPANY, BELLAIRE TRUCKING COMPANY, BLUEGRASS COAL DEVELOPMENT COMPANY, BOWIE RESOURCES LIMITED CC COAL COMPANY, COAL VENTURES HOLDING COMPANY, INC., EAST KENTUCKY ENERGY CORPORATION, EMPLOYEE BENEFITS MANAGEMENT, INC., ENCOAL CORPORATION, ENERZ CORPORATION, EVERGREEN MINING COMPANY, FAIRVIEW LAND COMPANY, FRANKLIN COAL SALES COMPANY, GRASSY COVE COAL MINING COMPANY, HERITAGE MINING COMPANY, HIGHLAND COAL, INC., XXXXX-XXXXX CO., INC., XXXXXX COAL COMPANY, XXXXXX RESOURCES, INC., XXXXXX RESOURCES MANAGEMENT, INC., MEADOWLARK, INC., MEGA MINERALS, INC., MIDWEST COAL SALES COMPANY, MID-VOL LEASING, INC. MINING TECHNOLOGIES, INC., MOUNTAIN-CLAY, INCORPORATED (d/b/a Mountain Clay, Inc.), PHOENIX LAND COMPANY, PREMIUM PROCESSING, INC., PREMIUM COAL DEVELOPMENT COMPANY, PRO-LAND, INC. (d/b/a Kem Coal Company) R. & F. COAL COMPANY, RIVER COAL COMPANY, INC., ROARING CREEK COAL COMPANY, SHIPYARD RIVER COAL TERMINAL COMPANY, STRAIGHT CREEK COAL RESOURCES COMPANY, TENNESSEE MINING, INC., TURRIS COAL COMPANY, WYOMING COAL TECHNOLOGY, INC., XXXXXXX COAL HOLDING COMPANY, XXXXXXX ENVIRONMENTAL SERVICES COMPANY, ZENERGY, INC., each as Guarantor By: /s/ Xxxx X. Xxxx ________________________________ Name: Xxxx X. Xxxx Title: BEECH COAL COMPANY, CANNELTON, INC., CANNELTON INDUSTRIES, INC., CANNELTON LAND COMPANY, CANNELTON SALES COMPANY, XXXX COAL & DOCK COMPANY, XXXXXX HOLDINGS, INC., KANAWHA CORPORATION, KINDILL HOLDING, INC., KINDILL MINING, INC., MIDWEST COAL COMPANY , MOUNTAINEER COAL DEVELOPMENT COMPANY, MOUNTAIN COALS CORPORATION, OLD BEN COAL COMPANY, WEST VIRGINIA-INDIANA COAL HOLDING COMPANY, INC., each as Guarantor By: /s/ Xxxxxxx X. Xxxxxxxxx _______________________________ Name: Xxxxxxx X. Xxxxxxxxx Title: BENTLEY COAL COMPANY, SKYLINE COAL COMPANY, KENTUCKY PRINCE MINING COMPANY, each as Guarantor By: GRASSY COVE COAL MINING COMPANY, ROARING CREEK COAL COMPANY, each as General Partner of each of the entities listed above By: /s/ Xxxx X. Xxxx _________________________________ Name: Xxxx X. Xxxx Title: NUCOAL, LLC, as Guarantor By: AMERICOAL DEVELOPMENT COMPANY ENCOAL CORPORATION each as Member By: /s/ Xxxx X. Xxxx _________________________________ Name: Xxxx X. Xxxx Title: STATE STREET BANK AND TRUST COMPANY, as Trustee By: /s/ Xxxxx X. Xxxxxx _________________________________ Name: Xxxxx X. Xxxxxx Title: Vice President EXHIBIT A-1 (FACE OF NOTE) ===============================================================================

Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table 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 of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof. SIGNATURES Dated as Executed this day of December 14April, 1998 AEI RESOURCES2001. XXXXXXX ENTERPRISES, INC. By: /s/ Xxxx X. Xxxx ________________________ Xxxxxxxx Xxxxxxxxxxxxx, Xx. --------------------------------------------- Name: Xxxx X. Xxxx Xxxxxxxx Xxxxxxxxxxxxx, Xx. Title: Confirmed Senior Vice President and agreed to as Guarantors: 17 WEST MINING, INC., ACECO, INC., XXXXXXXXX MINING, INC., AEI COAL SALES COMPANY, INC., AEI HOLDING COMPANY, INC. AEI RESOURCES HOLDING, INC., AMERICOAL DEVELOPMENT COMPANY, APPALACHIAN REALTY COMPANY, AYRSHIRE LAND COMPANY, BELLAIRE TRUCKING COMPANY, BLUEGRASS COAL DEVELOPMENT COMPANY, BOWIE RESOURCES LIMITED CC COAL COMPANY, COAL VENTURES HOLDING COMPANY, INC., EAST KENTUCKY ENERGY CORPORATION, EMPLOYEE BENEFITS MANAGEMENT, INC., ENCOAL CORPORATION, ENERZ CORPORATION, EVERGREEN MINING COMPANY, FAIRVIEW LAND COMPANY, FRANKLIN COAL SALES COMPANY, GRASSY COVE COAL MINING COMPANY, HERITAGE MINING COMPANY, HIGHLAND COAL, INC., XXXXX-XXXXX CO., INC., XXXXXX COAL COMPANY, XXXXXX RESOURCES, INC., XXXXXX RESOURCES MANAGEMENT, INC., MEADOWLARK, INC., MEGA MINERALS, INC., MIDWEST COAL SALES COMPANY, MID-VOL LEASING, INC. MINING TECHNOLOGIES, INC., MOUNTAIN-CLAY, INCORPORATED (d/b/a Mountain Clay, Inc.), PHOENIX LAND COMPANY, PREMIUM PROCESSING, INC., PREMIUM COAL DEVELOPMENT COMPANY, PRO-LAND, INC. (d/b/a Kem Coal Company) R. & F. COAL COMPANY, RIVER COAL COMPANY, INC., ROARING CREEK COAL COMPANY, SHIPYARD RIVER COAL TERMINAL COMPANY, STRAIGHT CREEK COAL RESOURCES COMPANY, TENNESSEE MINING, INC., TURRIS COAL COMPANY, WYOMING COAL TECHNOLOGY, INC., XXXXXXX COAL HOLDING COMPANY, XXXXXXX ENVIRONMENTAL SERVICES COMPANY, ZENERGY, INC., each as Guarantor By: /s/ Xxxx X. Xxxx ________________________________ Name: Xxxx X. Xxxx Title: BEECH COAL COMPANY, CANNELTON, INC., CANNELTON INDUSTRIES, INC., CANNELTON LAND COMPANY, CANNELTON SALES COMPANY, XXXX COAL & DOCK COMPANY, XXXXXX HOLDINGS, INC., KANAWHA CORPORATION, KINDILL HOLDING, INC., KINDILL MINING, INC., MIDWEST COAL COMPANY , MOUNTAINEER COAL DEVELOPMENT COMPANY, MOUNTAIN COALS CORPORATION, OLD BEN COAL COMPANY, WEST VIRGINIA-INDIANA COAL HOLDING COMPANY, INC., each as Guarantor By: /s/ Xxxxxxx X. Xxxxxxxxx _______________________________ Name: Xxxxxxx X. Xxxxxxxxx Title: BENTLEY COAL COMPANY, SKYLINE COAL COMPANY, KENTUCKY PRINCE MINING COMPANY, each as Guarantor By: GRASSY COVE COAL MINING COMPANY, ROARING CREEK COAL COMPANY, each as General Partner of each of the entities listed above By: /s/ Xxxx X. Xxxx _________________________________ Name: Xxxx X. Xxxx Title: NUCOAL, LLC, as Guarantor By: AMERICOAL DEVELOPMENT COMPANY ENCOAL CORPORATION each as Member By: /s/ Xxxx X. Xxxx _________________________________ Name: Xxxx X. Xxxx Title: STATE STREET Treasurer THE BANK AND TRUST COMPANYOF NEW YORK, as Trustee By: /s/ Xxxxx Xxxxxx X. Xxxxxx _________________________________ Massimilo --------------------------------------------- Name: Xxxxx Xxxxxx X. Xxxxxx Massimilo Title: Assistant Vice President GUARANTORS LISTED ON SCHEDULE I HERETO By: /s/ Xxxx X. XxxXxxxxx --------------------------------------------- Name: Xxxx X. XxxXxxxxx Title: Vice President EXHIBIT A-1 and Secretary of each Guarantor SCHEDULE I GUARANTORS Employer State of Corporation ID Number Incorporation ----------- --------- ------------- AEGIS Therapies, Inc. (FACE OF NOTEf/k/a Xxxxxxx Rehabilitation, Inc.) ===============================================================================00-0000000 Delaware AGI-Camelot, Inc. 00-0000000 Missouri Arborland Management Company, Inc. 00-0000000 South Carolina Associated Physical Therapy Practitioners, Inc. 00-0000000 Pennsylvania Xxxxxxx Assisted Living, Inc. 00-0000000 Delaware Xxxxxxx - Xxxxx Vista Holding, Inc. 00-0000000 Delaware Xxxxxxx - Xxxxxxx Holdings, Inc. 00-0000000 Delaware Xxxxxxx-Indianapolis, LLC 00-0000000 Indiana Xxxxxxx - Missouri Valley Holding, Inc. 00-0000000 Delaware Xxxxxxx - Plant City Holdings, Inc. 00-0000000 Delaware Xxxxxxx - Rapid City Holding, Inc. 00-0000000 Delaware Xxxxxxx - Tamarac Holdings, Inc. 00-0000000 Delaware Xxxxxxx - Tampa Holdings, Inc. 00-0000000 Delaware Xxxxxxx Clinical, Inc. 00-0000000 Delaware Xxxxxxx Enterprises International Limited 00-0000000 California Xxxxxxx Enterprises - Alabama, Inc. 00-0000000 California Xxxxxxx Enterprises - Arizona, Inc. 00-0000000 California Xxxxxxx Enterprises - Arkansas, Inc. 00-0000000 California Xxxxxxx Enterprises - California, Inc. 00-0000000 California

Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table 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 of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof. SIGNATURES Dated as of December 14October 1, 1998 AEI RESOURCES1996 IRON MOUNTAIN INCORPORATED By: /s/ C. Xxxxxxx Xxxxx ------------------------------------------ Name: C. Xxxxxxx Xxxxx Title: Chairman of the Board and Chief Executive Officer Dated as of October 1, 1996 IRON MOUNTAIN RECORDS MANAGEMENT, INC. By: /s/ Xxxx X. Xxxx ______________C. Xxxxxxx Xxxxx ------------------------------------------ Name: C. Xxxxxxx Xxxxx Title: Chairman of the Board and Chief Executive Officer Dated as of October 1, 1996 CRITERION PROPERTY, INC. By: /s/ C. Xxxxxxx Xxxxx ------------------------------------------ Name: C. Xxxxxxx Xxxxx Title: Chairman of the Board and Chief Executive Officer Dated as of October 1, 1996 CRITERION ATLANTIC PROPERTY, INC. By: /s/ C. Xxxxxxx Xxxxx ------------------------------------------ Name: C. Xxxxxxx Xxxxx Title: Chairman of the Board and Chief Executive Officer Dated as of October 1, 1996 HOLLYWOOD PROPERTY, INC. By: /s/ C. Xxxxxxx Xxxxx ------------------------------------------ Name: C. Xxxxxxx Xxxxx Title: Chairman of the Board and Chief Executive Officer Dated as of October 1, 1996 IRON MOUNTAIN DATA PROTECTION SERVICES, INC. By: /s/ C. Xxxxxxx Xxxxx ------------------------------------------ Name: C. Xxxxxxx Xxxxx Title: Chairman of the Board and Chief Executive Officer Dated as of October 1, 1996 IRON MOUNTAIN INFORMATION PARTNERS, INC. By: /s/ C. Xxxxxxx Xxxxx ------------------------------------------ Name: C. Xxxxxxx Xxxxx Title: Chairman of the Board and Chief Executive Officer Dated as of October 1, 1996 IRON MOUNTAIN RECORDS MANAGEMENT OF OHIO, INC. By: /s/ C. Xxxxxxx Xxxxx ------------------------------------------ Name: C. Xxxxxxx Xxxxx Title: Chairman of the Board and Chief Executive Officer Dated as of October 1, 1996 METRO BUSINESS ARCHIVES, INC. By: /s/ C. Xxxxxxx Xxxxx ------------------------------------------ Name: C. Xxxxxxx Xxxxx Title: Chairman of the Board and Chief Executive Officer Dated as of October 1, 1996 IM SAN DIEGO, INC. By: /s/ C. Xxxxxxx Xxxxx ------------------------------------------ Name: C. Xxxxxxx Xxxxx Title: Chairman of the Board and Chief Executive Officer Dated as of October 1, 1996 IRON MOUNTAIN RECORDS MANAGEMENT OF MARYLAND, INC. By: /s/ C. Xxxxxxx Xxxxx ------------------------------------------ Name: C. Xxxxxxx Xxxxx Title: Chairman of the Board and Chief Executive Officer Dated as of October 1, 1996 DATA STORAGE SYSTEMS, INC. By: /s/ C. Xxxxxxx Xxxxx ------------------------------------------ Name: C. Xxxxxxx Xxxxx Title: Chairman of the Board and Chief Executive Officer Dated as of October 1, 1996 DATA ARCHIVE SERVICES, INC. By: /s/ C. Xxxxxxx Xxxxx ------------------------------------------ Name: C. Xxxxxxx Xxxxx Title: Chairman of the Board and Chief Executive Officer Dated as of October 1, 1996 IRON MOUNTAIN RECORDS MANAGEMENT OF MISSOURI LLC By: /s/ C. Xxxxxxx Xxxxx ------------------------------------------ Name: C. Xxxxxxx Xxxxx Title: Chairman of the Board and Chief Executive Officer Dated as of October 1, 1996 IRON MOUNTAIN RECORDS MANAGEMENT OF BOSTON, INC. By: /s/ C. Xxxxxxx Xxxxx ------------------------------------------ Name: C. Xxxxxxx Xxxxx Title: Chairman of the Board and Chief Executive Officer Dated as of October 1, 1996 IRON MOUNTAIN WILMINGTON, INC. By: /s/ C. Xxxxxxx Xxxxx ------------------------------------------ Name: C. Xxxxxxx Xxxxx Title: Chairman of the Board and Chief Executive Officer Dated as of October 1, 1996 FIRST BANK NATIONAL ASSOCIATION, as Trustee By: /s/ Xxxxxxx Xxxxxxxx ------------------------------------------ Name: Xxxxxxx Xxxxxxxx Title: Trust Officer of Corporate Finance EXHIBIT A (Face of Note) 10-1/8% Senior Subordinated Notes due 2006 No. $__________ Name: Xxxx X. Xxxx Title: Confirmed and agreed IRON MOUNTAIN INCORPORATED promises to as Guarantors: 17 WEST MINING, INC., ACECO, INC., XXXXXXXXX MINING, INC., AEI COAL SALES COMPANY, INC., AEI HOLDING COMPANY, INC. AEI RESOURCES HOLDING, INC., AMERICOAL DEVELOPMENT COMPANY, APPALACHIAN REALTY COMPANY, AYRSHIRE LAND COMPANY, BELLAIRE TRUCKING COMPANY, BLUEGRASS COAL DEVELOPMENT COMPANY, BOWIE RESOURCES LIMITED CC COAL COMPANY, COAL VENTURES HOLDING COMPANY, INC., EAST KENTUCKY ENERGY CORPORATION, EMPLOYEE BENEFITS MANAGEMENT, INC., ENCOAL CORPORATION, ENERZ CORPORATION, EVERGREEN MINING COMPANY, FAIRVIEW LAND COMPANY, FRANKLIN COAL SALES COMPANY, GRASSY COVE COAL MINING COMPANY, HERITAGE MINING COMPANY, HIGHLAND COAL, INC., XXXXX-XXXXX CO., INC., XXXXXX COAL COMPANY, XXXXXX RESOURCES, INC., XXXXXX RESOURCES MANAGEMENT, INC., MEADOWLARK, INC., MEGA MINERALS, INC., MIDWEST COAL SALES COMPANY, MID-VOL LEASING, INC. MINING TECHNOLOGIES, INC., MOUNTAIN-CLAY, INCORPORATED (d/b/a Mountain Clay, Inc.), PHOENIX LAND COMPANY, PREMIUM PROCESSING, INC., PREMIUM COAL DEVELOPMENT COMPANY, PRO-LAND, INC. (d/b/a Kem Coal Company) R. & F. COAL COMPANY, RIVER COAL COMPANY, INC., ROARING CREEK COAL COMPANY, SHIPYARD RIVER COAL TERMINAL COMPANY, STRAIGHT CREEK COAL RESOURCES COMPANY, TENNESSEE MINING, INC., TURRIS COAL COMPANY, WYOMING COAL TECHNOLOGY, INC., XXXXXXX COAL HOLDING COMPANY, XXXXXXX ENVIRONMENTAL SERVICES COMPANY, ZENERGY, INC., each as Guarantor By: /s/ Xxxx X. Xxxx pay to ________________________________ Name: Xxxx X. Xxxx Title: BEECH COAL COMPANY, CANNELTON, INC., CANNELTON INDUSTRIES, INC., CANNELTON LAND COMPANY, CANNELTON SALES COMPANY, XXXX COAL & DOCK COMPANY, XXXXXX HOLDINGS, INC., KANAWHA CORPORATION, KINDILL HOLDING, INC., KINDILL MINING, INC., MIDWEST COAL COMPANY , MOUNTAINEER COAL DEVELOPMENT COMPANY, MOUNTAIN COALS CORPORATION, OLD BEN COAL COMPANY, WEST VIRGINIA-INDIANA COAL HOLDING COMPANY, INC., each as Guarantor By: /s/ Xxxxxxx X. Xxxxxxxxx _______________________________ Name: Xxxxxxx X. Xxxxxxxxx Title: BENTLEY COAL COMPANY, SKYLINE COAL COMPANY, KENTUCKY PRINCE MINING COMPANY, each as Guarantor By: GRASSY COVE COAL MINING COMPANY, ROARING CREEK COAL COMPANY, each as General Partner of each of the entities listed above By: /s/ Xxxx X. Xxxx _________________________________ Name: Xxxx X. Xxxx Title: NUCOALor registered assigns, LLC, as Guarantor By: AMERICOAL DEVELOPMENT COMPANY ENCOAL CORPORATION each as Member By: /s/ Xxxx X. Xxxx ____the principal sum of _____________________________ Name: Xxxx X. Xxxx Title: STATE STREET BANK AND TRUST COMPANYDollars on October 1, as Trustee By: /s/ Xxxxx X. Xxxxxx _________________________________ Name: Xxxxx X. Xxxxxx Title: Vice President EXHIBIT A-1 (FACE OF NOTE) ===============================================================================2006.

Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table and Headings of the Articles and Sections of this Senior Subordinated Indenture have been inserted for convenience of reference only, are not to be considered a part of this Senior Subordinated Indenture and shall will in no way modify or restrict any of the terms or provisions hereof. SIGNATURES 130 131 Dated as of December 14September 23, 1998 AEI RESOURCES2004 SIGNATURES VANGUARD HEALTH HOLDING COMPANY II, LLC By: /s/ Xxxxxx X. Xxxxx -------------------------------------- Name: Xxxxxx X. Xxxxx Title: Executive Vice President, Chief Financial Officer & Treasurer VANGUARD HOLDING COMPANY II, INC. By: /s/ Xxxx Xxxxxx X. Xxxx ________________________ Xxxxx -------------------------------------- Name: Xxxx Xxxxxx X. Xxxx Xxxxx Title: Confirmed and agreed to as GuarantorsExecutive Vice President, Chief Financial Officer & Treasurer VANGUARD HEALTH HOLDING COMPANY I, LLC By: 17 WEST MINING/s/ Xxxxxx X. Xxxxx -------------------------------------- Name: Xxxxxx X. Xxxxx Title: Executive Vice President, Chief Financial Officer & Treasurer VANGUARD HEALTH SYSTEMS, INC.. By: /s/ Xxxxxx X. Xxxxx -------------------------------------- Name: Xxxxxx X. Xxxxx Title: Executive Vice President, ACECOChief Financial Officer & Treasurer Counterpart Signature Page Senior Subordinated Notes Indenture SUBSIDIARY GUARANTORS: HOSPITAL DEVELOPMENT OF WEST PHOENIX, INC., XXXXXXXXX MINING. XXXXXXX HEALTH PROVIDERS, INC.. XXXXXXX MANAGEMENT SERVICES, AEI COAL SALES INC. XXXXXXX MEDICAL RECORDS, INC. MIDWEST CLAIMS PROCESSING, INC. PROS TEMPORARY STAFFING, INC. VANGUARD HEALTH FINANCIAL COMPANY, INC.. VANGUARD HEALTH MANAGEMENT, AEI INC. VHS ACQUISITION CORPORATION VHS ACQUISITION SUBSIDIARY NUMBER 1, INC. VHS ACQUISITION SUBSIDIARY NUMBER 2, INC. VHS ACQUISITION SUBSIDIARY NUMBER 4, INC. VHS ACQUISITION SUBSIDIARY NUMBER 5, INC. VHS ACQUISITION SUBSIDIARY NUMBER 8, INC. VHS GENESIS LABS, INC. VHS HOLDING COMPANY, INC. AEI RESOURCES HOLDING, INC., AMERICOAL DEVELOPMENT COMPANY, APPALACHIAN REALTY COMPANY, AYRSHIRE LAND COMPANY, BELLAIRE TRUCKING COMPANY, BLUEGRASS COAL DEVELOPMENT COMPANY, BOWIE RESOURCES LIMITED CC COAL COMPANY, COAL VENTURES HOLDING COMPANY, INC., EAST KENTUCKY ENERGY CORPORATION, EMPLOYEE BENEFITS MANAGEMENT, INC., ENCOAL CORPORATION, ENERZ CORPORATION, EVERGREEN MINING COMPANY, FAIRVIEW LAND COMPANY, FRANKLIN COAL SALES COMPANY, GRASSY COVE COAL MINING COMPANY, HERITAGE MINING COMPANY, HIGHLAND COAL, INC., XXXXX-XXXXX CO., INC., XXXXXX COAL COMPANY, XXXXXX RESOURCES, INC., XXXXXX RESOURCES MANAGEMENT, INC., MEADOWLARK, INC., MEGA MINERALS, INC., MIDWEST COAL SALES COMPANY, MID-VOL LEASINGVHS IMAGING CENTERS, INC. MINING TECHNOLOGIES, INC., MOUNTAIN-CLAY, INCORPORATED (d/b/a Mountain Clay, Inc.), PHOENIX LAND COMPANY, PREMIUM PROCESSING, INC., PREMIUM COAL DEVELOPMENT COMPANY, PRO-LANDVHS OF ANAHEIM, INC. (d/b/a Kem Coal Company) R. & F. COAL COMPANY, RIVER COAL COMPANYVHS OF ARROWHEAD, INC., ROARING CREEK COAL COMPANY, SHIPYARD RIVER COAL TERMINAL COMPANY, STRAIGHT CREEK COAL RESOURCES COMPANY, TENNESSEE MINING. VHS OF HUNTINGTON BEACH, INC., TURRIS COAL COMPANY, WYOMING COAL TECHNOLOGY. VHS OF ILLINOIS, INC., XXXXXXX COAL HOLDING COMPANY, XXXXXXX ENVIRONMENTAL SERVICES COMPANY, ZENERGY. VHS OF ORANGE COUNTY, INC.. VHS OF PHOENIX, each as Guarantor INC. VHS OF SOUTH PHOENIX, INC. VHS OUTPATIENT CLINICS, INC. WATERMARK PHYSICIAN SERVICES, INC. By: /s/ Xxxx Xxxxxx X. Xxxx Xxxxx --------------------------------------- Name: Xxxxxx X. Xxxxx Title: Executive Vice President, Chief Financial Officer & Treasurer Duly authorized to sign on behalf of each of the foregoing entities THE ANAHEIM VHS LIMITED PARTNERSHIP By: VHS of Anaheim, Inc., its General Partner By: /s/ Xxxxxx X. Xxxxx --------------------------------------- Name: Xxxxxx X. Xxxxx Title: Executive Vice President, Chief Financial Officer & Treasurer Counterpart Signature Page Senior Subordinated Notes Indenture THE HUNTINGTON BEACH VHS LIMITED PARTNERSHIP By: VHS of Huntington Beach, Inc., its General Partner By: /s/ Xxxxxx X. Xxxxx --------------------------------------- Name: Xxxxxx X. Xxxxx Title: Executive Vice President, Chief Financial Officer & Treasurer HEALTHCARE COMPLIANCE, L.L.C. By: Vanguard Health Management, Inc., its Member By: /s/ Xxxxxx X. Xxxxx --------------------------------------- Name: Xxxxxx X. Xxxxx Title: Executive Vice President, Chief Financial Officer & Treasurer THE VHS ARIZONA IMAGING CENTERS LIMITED PARTNERSHIP By: VHS Imaging Centers, Inc., its General Partner By: /s/ Xxxxxx X. Xxxxx --------------------------------------- Name: Xxxxxx X. Xxxxx Title: Executive Vice President, Chief Financial Officer & Treasurer VHS SAN ANTONIO PARTNERS, L.P. By: VHS Acquisition Subsidiary Number 5, Inc., its General Partner By: /s/ Xxxxxx X. Xxxxx --------------------------------------- Name: Xxxxxx X. Xxxxx Title: Executive Vice President, Chief Financial Officer & Treasurer Counterpart Signature Page Senior Subordinated Notes Indenture Dated as of September 23, 2004 SIGNATURES U.S. Bank National Association By: /s/ Xxxxxxx Xxxxxxxx -------------------------------- Authorized Signatory Counterpart Signature Page Senior Subordinated Notes Indenture EXHIBIT A1 [Face of Senior Subordinated Note] ________________________________ Name: Xxxx X. Xxxx Title: BEECH COAL COMPANY, CANNELTON, INC., CANNELTON INDUSTRIES, INC., CANNELTON LAND COMPANY, CANNELTON SALES COMPANY, XXXX COAL & DOCK COMPANY, XXXXXX HOLDINGS, INC., KANAWHA CORPORATION, KINDILL HOLDING, INC., KINDILL MINING, INC., MIDWEST COAL COMPANY , MOUNTAINEER COAL DEVELOPMENT COMPANY, MOUNTAIN COALS CORPORATION, OLD BEN COAL COMPANY, WEST VIRGINIA-INDIANA COAL HOLDING COMPANY, INC., each as Guarantor By: /s/ Xxxxxxx X. Xxxxxxxxx _______________________________ Name: Xxxxxxx X. Xxxxxxxxx Title: BENTLEY COAL COMPANY, SKYLINE COAL COMPANY, KENTUCKY PRINCE MINING COMPANY, each as Guarantor By: GRASSY COVE COAL MINING COMPANY, ROARING CREEK COAL COMPANY, each as General Partner of each of the entities listed above By: /s/ Xxxx X. Xxxx _________________________________ Name: Xxxx X. Xxxx Title: NUCOAL, LLC, as Guarantor By: AMERICOAL DEVELOPMENT COMPANY ENCOAL CORPORATION each as Member By: /s/ Xxxx X. Xxxx CUSIP/ISIN 9% Senior Subordinated Notes due 2014 No. _____________________ $_____________ Name: Xxxx X. Xxxx Title: STATE STREET BANK AND TRUST COMPANYVANGUARD HEALTH HOLDING COMPANY II, as Trustee By: /s/ Xxxxx X. Xxxxxx _______________________LLC and VANGUARD HOLDING COMPANY II, INC. promise to pay to CEDE & CO. or registered assigns, the principal sum of $__________ Name: Xxxxx X. Xxxxxx Title: Vice President EXHIBIT A-1 (FACE OF NOTE) ===============================================================================DOLLARS on October 1, 2014.

Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table 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 of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof. SIGNATURES Dated as of December 14May 5, 1998 AEI RESOURCES, INC. By: /s/ Xxxx X. Xxxx ________________________ Name: Xxxx X. Xxxx Title: Confirmed and agreed to as Guarantors: 17 WEST MINING1999 NCI BUILDING SYSTEMS, INC., ACECO, INCa Delaware corporation By: /s/ Xxxxxx X. Xxxxxxx ----------------------------------- Name: Xxxxxx X. Xxxxxxx Title: Executive Vice President NCI OPERATING CORP., XXXXXXXXX MINING, INCa Nevada corporation By: /s/ Xxxxxx X. Xxxxxxx ----------------------------------- Name: Xxxxxx X. Xxxxxxx Title: Executive Vice President NCI HOLDING CORP., AEI COAL SALES COMPANYa Delaware corporation By: /s/ Xxxxxx X. Xxxxxxx ----------------------------------- Name: Xxxxxx X. Xxxxxxx Title: Executive Vice President A&S BUILDING SYSTEMS, INC.L.P., AEI HOLDING COMPANYa Texas limited partnership By: NCI Operating Corp., INC. AEI RESOURCES a Nevada corporation, its General Partner By: /s/ Xxxxxx X. Xxxxxxx ----------------------------------- Name: Xxxxxx X. Xxxxxxx Title: Executive Vice President NCI BUILDING SYSTEMS, L.P., a Texas limited partnership By: NCI Operating Corp., a Nevada corporation, its General Partner By: /s/ Xxxxxx X. Xxxxxxx ----------------------------------- Name: Xxxxxx X. Xxxxxxx Title: Executive Vice President METAL BUILDING COMPONENTS, L.P., a Texas limited partnership By: NCI Operating Corp., a Nevada corporation, its General Partner By: /s/ Xxxxxx X. Xxxxxxx ----------------------------------- Name: Xxxxxx X. Xxxxxxx Title: Executive Vice President METAL COATERS OPERATING, L.P., a Texas limited partnership By: NCI Operating Corp., a Nevada corporation, its General Partner By: /s/ Xxxxxx X. Xxxxxxx ----------------------------------- Name: Xxxxxx X. Xxxxxxx Title: Executive Vice President METAL BUILDING COMPONENTS HOLDING, INC., AMERICOAL DEVELOPMENT COMPANY, APPALACHIAN REALTY COMPANY, AYRSHIRE LAND COMPANY, BELLAIRE TRUCKING COMPANY, BLUEGRASS COAL DEVELOPMENT COMPANY, BOWIE RESOURCES LIMITED CC COAL COMPANY, COAL VENTURES HOLDING COMPANY, INC., EAST KENTUCKY ENERGY CORPORATION, EMPLOYEE BENEFITS MANAGEMENT, INC., ENCOAL CORPORATION, ENERZ CORPORATION, EVERGREEN MINING COMPANY, FAIRVIEW LAND COMPANY, FRANKLIN COAL SALES COMPANY, GRASSY COVE COAL MINING COMPANY, HERITAGE MINING COMPANY, HIGHLAND COAL, INC., XXXXX-XXXXX CO., INC., XXXXXX COAL COMPANY, XXXXXX RESOURCES, INC., XXXXXX RESOURCES MANAGEMENT, INC., MEADOWLARK, INC., MEGA MINERALS, INC., MIDWEST COAL SALES COMPANY, MID-VOL LEASING, INC. MINING TECHNOLOGIES, INC., MOUNTAIN-CLAY, INCORPORATED (d/b/a Mountain Clay, Inc.), PHOENIX LAND COMPANY, PREMIUM PROCESSING, INC., PREMIUM COAL DEVELOPMENT COMPANY, PRO-LAND, INC. (d/b/a Kem Coal Company) R. & F. COAL COMPANY, RIVER COAL COMPANY, INC., ROARING CREEK COAL COMPANY, SHIPYARD RIVER COAL TERMINAL COMPANY, STRAIGHT CREEK COAL RESOURCES COMPANY, TENNESSEE MINING, INC., TURRIS COAL COMPANY, WYOMING COAL TECHNOLOGY, INC., XXXXXXX COAL HOLDING COMPANY, XXXXXXX ENVIRONMENTAL SERVICES COMPANY, ZENERGY, INC., each as Guarantor Delaware corporation By: /s/ Xxxx Xxxxxx X. Xxxx ________________________________ Xxxxxxx ----------------------------------- Name: Xxxx Xxxxxx X. Xxxx Xxxxxxx Title: BEECH COAL COMPANY, CANNELTON, INC., CANNELTON INDUSTRIES, INC., CANNELTON LAND COMPANY, CANNELTON SALES COMPANY, XXXX COAL & DOCK COMPANY, XXXXXX HOLDINGS, INC., KANAWHA CORPORATION, KINDILL Executive Vice President METAL COATERS HOLDING, INC., KINDILL MININGa Delaware corporation By: /s/ Xxxxxx X. Xxxxxxx ----------------------------------- Name: Xxxxxx X. Xxxxxxx Title: Executive Vice President METAL COATERS OF CALIFORNIA, INC., MIDWEST COAL COMPANY , MOUNTAINEER COAL DEVELOPMENT COMPANY, MOUNTAIN COALS CORPORATION, OLD BEN COAL COMPANY, WEST VIRGINIA-INDIANA COAL HOLDING COMPANY, INC., each as Guarantor a Texas corporation By: /s/ Xxxxxx X. Xxxxxxx X. Xxxxxxxxx _______________________________ ----------------------------------- Name: Xxxxxx X. Xxxxxxx X. Xxxxxxxxx Title: BENTLEY COAL COMPANY, SKYLINE COAL COMPANY, KENTUCKY PRINCE MINING COMPANY, each as Guarantor By: GRASSY COVE COAL MINING COMPANY, ROARING CREEK COAL COMPANY, each as General Partner of each of the entities listed above Vice President XXXXXX TRUST COMPANY OF NEW YORK By: /s/ Xxxx X. Xxxx _________________________________ Xxx Xxxxxxx ----------------------------------- Name: Xxxx X. Xxxx Title: NUCOAL, LLC, as Guarantor By: AMERICOAL DEVELOPMENT COMPANY ENCOAL CORPORATION each as Member By: /s/ Xxxx X. Xxxx _________________________________ Name: Xxxx X. Xxxx Title: STATE STREET BANK AND TRUST COMPANY, as Trustee By: /s/ Xxxxx X. Xxxxxx _________________________________ Name: Xxxxx X. Xxxxxx Xxx Xxxxxxx Title: Vice President EXHIBIT A-1 (FACE OF NOTE) ================================================================================ CUSIP/CINS ________________ 9-1/4% Series Senior Subordinated Notes due 2009 No. ____ $_______________ NCI BUILDING SYSTEMS, INC. promises to pay to _________________, or registered assigns, the principal sum of $_____________, or such other amount as is set forth on the Schedule of Exchanges of Interests on the reverse side of this Security, on ______________, 2009. Interest Payment Dates: and Record Dates: and Dated: , 1999 NCI BUILDING SYSTEMS, INC. By: ----------------------------------- Name: Title: By: ----------------------------------- Name: Title:

Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table 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 of this Indenture and shall will in no way modify or restrict any of the terms or provisions hereof. SIGNATURES Dated as of December 14May 7, 1998 AEI RESOURCES2003 CORRECTIONS CORPORATION XX XXXXXXX Xx /x/ Xxxx X. Xxxxxxxx ------------------------------- Name: John D. Ferguson Title: Chief Xxxxxxxxx Xxxxxxr GUARANTORS: CCA OF TENNESSEE, INC. By: /s/ Xxxx X. Xxxx ________________________ Name: Xxxx X. Xxxx Title: Confirmed and agreed to as Guarantors: 17 WEST MINING, INC., ACECO, INC., XXXXXXXXX MINING, INC., AEI COAL SALES COMPANY, INC., AEI HOLDING COMPANYPRISON REALTY MANAGEMENT, INC. AEI RESOURCES HOLDING, INC., AMERICOAL DEVELOPMENT COMPANY, APPALACHIAN REALTY COMPANY, AYRSHIRE LAND COMPANY, BELLAIRE TRUCKING COMPANY, BLUEGRASS COAL DEVELOPMENT COMPANY, BOWIE RESOURCES LIMITED CC COAL COMPANY, COAL VENTURES HOLDING COMPANY, INC., EAST KENTUCKY ENERGY CORPORATION, EMPLOYEE BENEFITS MANAGEMENT, INC., ENCOAL CORPORATION, ENERZ CORPORATION, EVERGREEN MINING COMPANY, FAIRVIEW LAND COMPANY, FRANKLIN COAL SALES COMPANY, GRASSY COVE COAL MINING COMPANY, HERITAGE MINING COMPANY, HIGHLAND COAL, INC., XXXXX-XXXXX CO., INC., XXXXXX COAL COMPANY, XXXXXX RESOURCES, INC., XXXXXX RESOURCES MANAGEMENT, INC., MEADOWLARK, INC., MEGA MINERALS, INC., MIDWEST COAL SALES COMPANY, MID-VOL LEASINGTECHNICAL AND BUSINESS INSTITUTE OF AMERICA, INC. MINING TECHNOLOGIES, INC., MOUNTAIN-CLAY, INCORPORATED (d/b/a Mountain Clay, Inc.), PHOENIX LAND COMPANY, PREMIUM PROCESSING, INC., PREMIUM COAL DEVELOPMENT COMPANY, PRO-LANDCCA INTERNATIONAL, INC. (d/b/a Kem Coal Company) R. & F. COAL COMPANYCCA PROPERTIES OF AMERICA, RIVER COAL COMPANYLLC CCA PROPERTIES OF ARIZONA, INC.LLC CCA PROPERTIES OF TENNESSEE, ROARING CREEK COAL COMPANY, SHIPYARD RIVER COAL TERMINAL COMPANY, STRAIGHT CREEK COAL RESOURCES COMPANY, TENNESSEE MINING, INC., TURRIS COAL COMPANY, WYOMING COAL TECHNOLOGY, INC., XXXXXXX COAL HOLDING COMPANY, XXXXXXX ENVIRONMENTAL SERVICES COMPANY, ZENERGY, INC., each as Guarantor By: LLC By /s/ Xxxx X. Xxxx ________________________________ John D. Ferguson ------------------------------ Name: Xxxx X. Xxxx John D. Ferguson Title: BEECH COAL COMPANYChief Xxxxxxxxx Xxxxxxr CCA PROPERTIES OF TEXAS, CANNELTON, INC., CANNELTON INDUSTRIES, INC., CANNELTON LAND COMPANY, CANNELTON SALES COMPANY, XXXX COAL & DOCK COMPANY, XXXXXX HOLDINGS, INC., KANAWHA CORPORATION, KINDILL HOLDING, INC., KINDILL MINING, INC., MIDWEST COAL COMPANY , MOUNTAINEER COAL DEVELOPMENT COMPANY, MOUNTAIN COALS CORPORATION, OLD BEN COAL COMPANY, WEST VIRGINIA-INDIANA COAL HOLDING COMPANY, INC., each as Guarantor By: L.P. By /s/ Xxxxxxx X. Xxxxxxxxx _______________________________ John D. Ferguson ------------------------------- Name: Xxxxxxx X. Xxxxxxxxx John D. Ferguson Title: BENTLEY COAL COMPANYChief Xxxxxxxxx Xxxxxxr, SKYLINE COAL COMPANY, KENTUCKY PRINCE MINING COMPANY, each as Guarantor By: GRASSY COVE COAL MINING COMPANY, ROARING CREEK COAL COMPANY, each as General Partner CCA Properties of each of the entities listed above By: /s/ Xxxx X. Xxxx _________________________________ Name: Xxxx X. Xxxx Title: NUCOALAmerica, LLC, as Guarantor By: AMERICOAL DEVELOPMENT COMPANY ENCOAL CORPORATION each as Member By: General Partner Transcor America LLC By /s/ Xxxx X. Xxxx _________________________________ Todd J. Mullenger ------------------------------ Name: Xxxx X. Xxxx Title: STATE STREET BANK AND TRUST COMPANY, as Trustee By: /s/ Xxxxx X. Xxxxxx _________________________________ Name: Xxxxx X. Xxxxxx Todd J. Mullenger Title: Vice President Xxxxxxxxx, Xxxxxxrer RONALD LEE SUTTLES TRI-COUNTY XXXXXXXXXXX, XXX. By /s/ Todd J. Mullenger ----------------------------- Name: Todd J. Mullenger Title: Vice Xxxxxxxxx, Xxxxxxrer each as a Guarantor Indenture Signature page TRUSTEE: U.S. BANK NATIONAL ASSOCIATION By /s/ Patrick E. Thebado ------------------------------- Name: Patrick E. Thebado Title: Vice Xxxxxxxxx EXHIBIT A-1 (FACE OF NOTE) ===============================================================================A Face of Note CUSIP 22025YAD2

Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table 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 of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof. SIGNATURES Dated as of December 14February 11, 1998 AEI RESOURCESSFX ENTERTAINMENT, INC. By: /s/ Xxxx Xxxxxx X. Xxxx ________________________ Xxxxx ------------------------------------- Name: Xxxx Xxxxxx X. Xxxx Xxxxx Title: Confirmed General Counsel, Executive Vice President and agreed to as GuarantorsSecretary ATLANTA CONCERTS, INC. By: 17 WEST MINING/s/ Xxxxxx X. Xxxxx ------------------------------------- Name: Xxxxxx X. Xxxxx Title: Executive Vice President and Secretary ARDEE FESTIVALS N.J., INC. By: /s/ Xxxxxx X. Xxxxx ------------------------------------- Name: Xxxxxx X. Xxxxx Title: Executive Vice President and Secretary ARDEE PRODUCTIONS, LTD. By: /s/ Xxxxxx X. Xxxxx ------------------------------------- Name: Xxxxxx X. Xxxxx Title: Executive Vice President and Secretary BEACH CONCERTS, INC. By: /s/ Xxxxxx X. Xxxxx ------------------------------------- Name: Xxxxxx X. Xxxxx Title: Executive Vice President and Secretary BGP ACQUISITION, LLC By: SFX ENTERTAINMENT, INC., ACECOits managing member. By: /s/ Xxxxxx X. Xxxxx ------------------------------------- Name: Xxxxxx X. Xxxxx Title: General Counsel, Executive Vice President and Secretary BROADWAY CONCERTS, INC. By: /s/ Xxxxxx X. Xxxxx ------------------------------------- Name: Xxxxxx X. Xxxxx Title: Executive Vice President and Secretary CONNECTICUT AMPHITHEATER DEVELOPMENT CORP. By: /s/ Xxxxxx X. Xxxxx ------------------------------------- Name: Xxxxxx X. Xxxxx Title: Executive Vice President and Secretary CONNECTICUT CONCERTS, INCORPORATED By: /s/ Xxxxxx X. Xxxxx ------------------------------------- Name: Xxxxxx X. Xxxxx Title: Executive Vice President and Secretary CONNECTICUT PERFORMING ARTS, INC. By: /s/ Xxxxxx X. Xxxxx ------------------------------------- Name: Xxxxxx X. Xxxxx Title: Executive Vice President and Secretary CONNECTICUT PERFORMING ARTS PARTNERS By: NOC, INC. its general partner. By: /s/ Xxxxxx X. Xxxxx ------------------------------------- Name: Xxxxxx X. Xxxxx Title: Executive Vice President and Secretary CONN TICKETING COMPANY By: NORTHEAST TICKETING COMPANY, its general partner. By: /s/ Xxxxxx X. Xxxxx ------------------------------------- Name: Xxxxxx X. Xxxxx Title: Executive Vice President and Secretary CONTEMPORARY GROUP ACQUISITION CORP. By: /s/ Xxxxxx X. Xxxxx ------------------------------------- Name: Xxxxxx X. Xxxxx Title: Executive Vice President and Secretary DEER CREEK AMPHITHEATER CONCERTS, INC. By: /s/ Xxxxxx X. Xxxxx ------------------------------------- Name: Xxxxxx X. Xxxxx Title: Executive Vice President and Secretary DEER CREEK AMPHITHEATER CONCERTS, LP By: DEER CREEK AMPHITHEATER CONCERTS, INC., XXXXXXXXX MININGits general partner. By: /s/ Xxxxxx X. Xxxxx ------------------------------------- Name: Xxxxxx X. Xxxxx Title: Executive Vice President and Secretary DELSENER/XXXXXX ENTERPRISES, LTD. By: /s/ Xxxxxx X. Xxxxx ------------------------------------- Name: Xxxxxx X. Xxxxx Title: Executive Vice President and Secretary DUMB DEAL, INC. By: /s/ Xxxxxx X. Xxxxx ------------------------------------- Name: Xxxxxx X. Xxxxx Title: Executive Vice President and Secretary EXIT 116 REVISITED, INC. By: /s/ Xxxxxx X. Xxxxx ------------------------------------- Name: Xxxxxx X. Xxxxx Title: Executive Vice President and Secretary FPI CONCERTS, INC. By: /s/ Xxxxxx X. Xxxxx ------------------------------------- Name: Xxxxxx X. Xxxxx Title: Executive Vice President and Secretary IN HOUSE TICKETS, INC. By: /s/ Xxxxxx X. Xxxxx ------------------------------------- Name: Xxxxxx X. Xxxxx Title: Executive Vice President and Secretary IRVING PLAZA CONCERTS, INC. By: /s/ Xxxxxx X. Xxxxx ------------------------------------- Name: Xxxxxx X. Xxxxx Title: Agent MURAT CENTER CONCERTS, INC. By: /s/ Xxxxxx X. Xxxxx ------------------------------------- Name: Xxxxxx X. Xxxxx Title: Executive Vice President and Secretary MURAT CENTER CONCERTS, LP By: MURAT CENTER CONCERTS, INC., AEI COAL SALES COMPANYits managing partner. By: /s/ Xxxxxx X. Xxxxx ------------------------------------- Name: Xxxxxx X. Xxxxx Title: Executive Vice President and Secretary NOC, INC. By: /s/ Xxxxxx X. Xxxxx ------------------------------------- Name: Xxxxxx X. Xxxxx Title: Executive Vice President and Secretary NORTHEAST TICKETING COMPANY By: /s/ Xxxxxx X. Xxxxx ------------------------------------- Name: Xxxxxx X. Xxxxx Title: Executive Vice President and Secretary POLARIS AMPHITHEATER CONCERTS, INC. By: /s/ Xxxxxx X. Xxxxx ------------------------------------- Name: Xxxxxx X. Xxxxx Title: Executive Vice President and Secretary QN CORP. By: /s/ Xxxxxx X. Xxxxx ------------------------------------- Name: Xxxxxx X. Xxxxx Title: Executive Vice President and Secretary SFX BROADCASTING OF THE MIDWEST, INC. By: /s/ Xxxxxx X. Xxxxx ------------------------------------- Name: Xxxxxx X. Xxxxx Title: Executive Vice President and Secretary SFX CONCERTS, INC. By: /s/ Xxxxxx X. Xxxxx ------------------------------------- Name: Xxxxxx X. Xxxxx Title: Executive Vice President and Secretary SFX NETWORK GROUP, LLC By: SFX ENTERTAINMENT, INC., AEI HOLDING COMPANYits managing member. By: /s/ Xxxxxx X. Xxxxx ------------------------------------- Name: Xxxxxx X. Xxxxx Title: General Counsel, INC. AEI RESOURCES HOLDINGExecutive Vice President and Secretary SOUTHEAST TICKETING COMPANY By: /s/ Xxxxxx X. Xxxxx ------------------------------------- Name: Xxxxxx X. Xxxxx Title: Executive Vice President and Secretary SUNSHINE CONCERTS, LLC By: SFX BROADCASTING OF THE MIDWEST, INC., AMERICOAL DEVELOPMENT COMPANYits managing member. By: /s/ Xxxxxx X. Xxxxx ------------------------------------- Name: Xxxxxx X. Xxxxx Title: Executive Vice President and Secretary SUNSHINE DESIGNS, APPALACHIAN REALTY COMPANYINC. By: /s/ Xxxxxx X. Xxxxx ------------------------------------- Name: Xxxxxx X. Xxxxx Title: Executive Vice President and Secretary SUNSHINE DESIGNS, AYRSHIRE LAND COMPANY, BELLAIRE TRUCKING COMPANY, BLUEGRASS COAL DEVELOPMENT COMPANY, BOWIE RESOURCES LIMITED CC COAL COMPANY, COAL VENTURES HOLDING COMPANYLP By: SUNSHINE DESIGNS, INC., EAST KENTUCKY ENERGY CORPORATIONits general partner. By: /s/ Xxxxxx X. Xxxxx ------------------------------------- Name: Xxxxxx X. Xxxxx Title: Executive Vice President and Secretary SUNTEX ACQUISITION, EMPLOYEE BENEFITS MANAGEMENTINC. By: /s/ Xxxxxx X. Xxxxx ------------------------------------- Name: Xxxxxx X. Xxxxx Title: Executive Vice President and Secretary SUNTEX ACQUISITION, LP By: SUNTEX ACQUISITION, INC., ENCOAL CORPORATIONits general partner. By: /s/ Xxxxxx X. Xxxxx ------------------------------------- Name: Xxxxxx X. Xxxxx Title: Executive Vice President and Secretary WESTBURY MUSIC FAIR, ENERZ CORPORATION, EVERGREEN MINING COMPANY, FAIRVIEW LAND COMPANY, FRANKLIN COAL SALES COMPANY, GRASSY COVE COAL MINING COMPANY, HERITAGE MINING COMPANY, HIGHLAND COALLLC By: SFX ENTERTAINMENT, INC., XXXXX-XXXXX CO., INC., XXXXXX COAL COMPANY, XXXXXX RESOURCES, INC., XXXXXX RESOURCES MANAGEMENT, INC., MEADOWLARK, INC., MEGA MINERALS, INC., MIDWEST COAL SALES COMPANY, MID-VOL LEASING, INCits managing member. MINING TECHNOLOGIES, INC., MOUNTAIN-CLAY, INCORPORATED (d/b/a Mountain Clay, Inc.), PHOENIX LAND COMPANY, PREMIUM PROCESSING, INC., PREMIUM COAL DEVELOPMENT COMPANY, PRO-LAND, INC. (d/b/a Kem Coal Company) R. & F. COAL COMPANY, RIVER COAL COMPANY, INC., ROARING CREEK COAL COMPANY, SHIPYARD RIVER COAL TERMINAL COMPANY, STRAIGHT CREEK COAL RESOURCES COMPANY, TENNESSEE MINING, INC., TURRIS COAL COMPANY, WYOMING COAL TECHNOLOGY, INC., XXXXXXX COAL HOLDING COMPANY, XXXXXXX ENVIRONMENTAL SERVICES COMPANY, ZENERGY, INC., each as Guarantor By: /s/ Xxxx Xxxxxx X. Xxxx ________________________________ Xxxxx ------------------------------------- Name: Xxxx Xxxxxx X. Xxxx Xxxxx Title: BEECH COAL COMPANYGeneral Counsel, CANNELTON, INC., CANNELTON INDUSTRIES, INC., CANNELTON LAND COMPANY, CANNELTON SALES COMPANY, XXXX COAL & DOCK COMPANY, XXXXXX HOLDINGS, INC., KANAWHA CORPORATION, KINDILL HOLDING, INC., KINDILL MINING, INC., MIDWEST COAL COMPANY , MOUNTAINEER COAL DEVELOPMENT COMPANY, MOUNTAIN COALS CORPORATION, OLD BEN COAL COMPANY, WEST VIRGINIA-INDIANA COAL HOLDING COMPANY, INC., each as Guarantor Executive Vice President and Secretary THE CHASE MANHATTAN BANK By: /s/ Xxxxxxx X. Xxxxxxxxx _______________________________ Xxxxxxxx Xxxxxxxx ------------------------------------- Name: Xxxxxxx X. Xxxxxxxxx Xxxxxxxx Xxxxxxxx Title: BENTLEY COAL COMPANY, SKYLINE COAL COMPANY, KENTUCKY PRINCE MINING COMPANY, each as Guarantor By: GRASSY COVE COAL MINING COMPANY, ROARING CREEK COAL COMPANY, each as General Partner of each of the entities listed above By: /s/ Xxxx X. Xxxx _________________________________ Name: Xxxx X. Xxxx Title: NUCOAL, LLC, as Guarantor By: AMERICOAL DEVELOPMENT COMPANY ENCOAL CORPORATION each as Member By: /s/ Xxxx X. Xxxx _________________________________ Name: Xxxx X. Xxxx Title: STATE STREET BANK AND TRUST COMPANY, as Trustee By: /s/ Xxxxx X. Xxxxxx _________________________________ Name: Xxxxx X. Xxxxxx Title: Assistant Vice President EXHIBIT A-1 A1 (FACE OF Face of Note) [THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) ===============================================================================OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.07 OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY.]1 [THE NOTE (OR ITS PREDECESSOR) EVIDENCED HEREBY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS, AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF, THE HOLDER: REPRESENTS THAT (1) IT IS (A) A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) OR (B) NOT A U.S. PERSON AND IS ACQUIRING THE NOTE EVIDENCED HEREBY IN AN OFFSHORE TRANSACTION; (2) AGREES THAT IT WILL NOT RESELL OR OTHERWISE TRANSFER THE NOTE EVIDENCED HEREBY EXCEPT TO (A) THE COMPANY OR ANY SUBSIDIARY THEREOF, (B) A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (C) AN INSTITUTIONAL ACCREDITED INVESTOR THAT, PRIOR TO SUCH TRANSFER, FURNISHES TO THE CHASE MANHATTAN BANK, AS TRUSTEE (OR A SUCCESSOR TRUSTEE, AS APPLICABLE), A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE RESTRICTIONS ON TRANSFER OF THE NOTE EVIDENCED HEREBY (THE FORM OF WHICH LETTER CAN BE OBTAINED FROM SUCH TRUSTEE OR A SUCCESSOR TRUSTEE, AS APPLICABLE), (D) OUTSIDE THE UNITED STATES 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 IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR (F) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, AND, IN EACH CASE, IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR ANY OTHER APPLICABLE JURISDICTION; AND (3) AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THE NOTE EVIDENCED HEREBY IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. IF THE PROPOSED TRANSFER IS PURSUANT TO CLAUSE (C), (D) OR (E) ABOVE, THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE CHASE MANHATTAN BANK, AS TRUSTEE (OR A SUCCESSOR TRUSTEE, AS APPLICABLE), SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS IT 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 REQUIREMENTS OF THE SECURITIES ACT. AS USED -------- 1 This paragraph should be included only if Note is issues in global form. A1-1

Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table and Headings of the Articles and Sections of in this Indenture have been inserted for convenience of reference only, are not to be considered a part of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof. SIGNATURE PAGE TO INDENTURE SIGNATURE PAGE TO INDENTURE SIGNATURES Dated as of December 14June 28, 1998 AEI RESOURCES2002 ISSUER: EXTENDICARE HEALTH SERVICES, INC. By: /s/ Xxxx X. Xxxx ________________________ Mark W. Durishan ---------------------------------------- Name: Xxxx X. Xxxx Mark W. Durishan Title: Confirmed Vice Prxxxxxxx, Xxxxx Xinancial Officer and agreed to as GuarantorsTreasurer GUARANTORS: 17 WEST MININGEXTENDICARE HEALTH FACILITY HOLDINGS, INC. EXTENDICARE HEALTH FACILITIES, INC. COVENTRY CARE, INC. NORTHERN HEALTH FACILITIES, INC. EXTENDICARE HOMES, INC. EXTENDICARE HEALTH NETWORK, INC. THE PROGRESSIVE STEP CORPORATION EXTENDICARE OF INDIANA, INC. EDGEWOOD NURSING CENTER, INC. ELDER CREST, INC. HAVEN CREST, INC. MEADOW CREST, INC. OAK HILL HOME OF REST AND CARE, INC. EXTENDICARE GREAT TRAIL, INC. FIR LANE TERRACE CONVALESCENT CENTER, INC. ADULT SERVICES UNLIMITED, INC. ARBORS EAST, INC. ARBORS AT TOLEDO, INC. HEALTH POCONOS, INC. MARSHALL PROPERTIES, INC. COVENTRY CARE HOLXXXXX, XNC. UNITED PROFESSIONAL SERVICES, INC. By: /s/ Mark W. Durishan -------------------------------------------------- Name: Mark W. Durishan Title: Vice President, Cxxxx Xxxxxxxxx Xfficer and Treasurer INDIANA HEALTH AND REHABILITATION PARTNERSHIP BY: EXTENDICARE HOMES, INC., ACECOAS GENERAL PARTNER By: /s/ Mark W. Durishan -------------------------------------------------- Name: Mark W. Durishan Title: Vice President, Cxxxx Xxxxxxxxx Xfficer and Treasurer BY: EXTENDICARE OF INDIANA, INC., XXXXXXXXX MININGAS GENERAL PARTNER By: /s/ Mark W. Durishan -------------------------------------------------- Name: Mark W. Durishan Title: Vice President, Cxxxx Xxxxxxxxx Xfficer and Treasurer CONCORDIA MANOR, LLC FIRST COAST HEALTH AND REHABILITATION CENTER, LLC JACKSON HEIGHTS REHABILITATION CENTER, LLC XXXXXXXE ISLE CARE CENTER, LLC BY: EXTENDICARE HOMES, INC., AEI COAL SALES COMPANYAS SOLE MEMBER By: /s/ Mark W. Durishan -------------------------------------------------- Name: Mark W. Durishan Title: Vice President, Cxxxx Xxxxxxxxx Xfficer and Treasurer KAUFMAN STREET, WV, LLC NEW CASTLE CARE, LLX BY: FIR LANE TERRACE CONVALESCENT CENTER, INC., AEI HOLDING COMPANYAS SOLE MEMBER By: /s/ Mark W. Durishan -------------------------------------------------- Name: Mark W. Durishan Title: Vice President, INC. AEI RESOURCES HOLDINGCxxxx Xxxxxxxxx Xfficer and Treasurer ALPINE HEALTH AND REHABILITATION CENTER, LLC COLONIAL CARE, LLC GREENBRIAR CARE, LLC GREENBROOK CARE, LLC HERITAGE CARE, LLC LADY LAKE CARE, LLC NEW HORIZON CARE, LLC NORTH REHABILITATION CARE, LLC PALM COURT CARE, LLC RICHEY MANOR, LLC ROCKLEDGE CARE, LLC SOUTH HERITAGE HEALTH AND REHABILITATION CENTER, LLC THE OAKS RESIDENTIAL AND REHABILITATION CENTER, LLC WINTER HAVEN HEALTH AND REHABILITATION CENTER, LLC BY: EXTENDICARE HEALTH FACILITIES, INC., AMERICOAL DEVELOPMENT COMPANYAS SOLE MEMBER By: /s/ Mark W. Durishan -------------------------------------------------- Name: Mark W. Durishan Title: Vice President, APPALACHIAN Cxxxx Xxxxxxxxx Xfficer and Treasurer ARBORS AT TAMPA, LLC ARBORS AT BAYONET POINT, LLC ARBORS AT FAIRLAWN CARE, LLC ARBORS AT FAIRLAWN REALTY COMPANYOH, AYRSHIRE LAND COMPANYLLC ARBORS AT SYLVANIA CARE, BELLAIRE TRUCKING COMPANYLLC ARBORS AT SYLVANIA REALTY OH, BLUEGRASS COAL DEVELOPMENT COMPANYLLC ARBORS WEST CARE, BOWIE RESOURCES LIMITED CC COAL COMPANYLLC ARBORS WEST REALTY OH, COAL VENTURES HOLDING COMPANYLLC COLUMBUS REHABILITATION REALTY OH, LLC JACKSONVILLE CARE, LLC SAFETY HARBOR CARE, LLC KISSIMMEE CARE, LLC ORANGE PARK CARE, LLC OREGON CARE, LLC PORT CHARLOTTE CARE, LLC SARASOTA CARE, LLC SEMINOLE CARE, LLC WINTER HAVEN CARE, LLC BLANCHESTER CARE, LLC CANTON CARE, LLC COLUMBUS REHABILITATION CARE, LLC DAYTON CARE, LLC DELAWARE CARE, LLC GALLIPOLIS CARE, LLC HILLIARD CARE, LLC LONDON CARE, LLC MARIETTA CARE, LLC ROCKMILL CARE, LLC ROCKSPRINGS CARE, LLC WATERVILLE CARE, LLC WOODSFIELD CARE, LLC BY: NORTHERN HEALTH FACILITIES, INC., EAST KENTUCKY ENERGY CORPORATION, EMPLOYEE BENEFITS MANAGEMENT, INC., ENCOAL CORPORATION, ENERZ CORPORATION, EVERGREEN MINING COMPANY, FAIRVIEW LAND COMPANY, FRANKLIN COAL SALES COMPANY, GRASSY COVE COAL MINING COMPANY, HERITAGE MINING COMPANY, HIGHLAND COAL, INC., XXXXX-XXXXX CO., INC., XXXXXX COAL COMPANY, XXXXXX RESOURCES, INC., XXXXXX RESOURCES MANAGEMENT, INC., MEADOWLARK, INC., MEGA MINERALS, INC., MIDWEST COAL SALES COMPANY, MID-VOL LEASING, INC. MINING TECHNOLOGIES, INC., MOUNTAIN-CLAY, INCORPORATED (d/b/a Mountain Clay, Inc.), PHOENIX LAND COMPANY, PREMIUM PROCESSING, INC., PREMIUM COAL DEVELOPMENT COMPANY, PRO-LAND, INC. (d/b/a Kem Coal Company) R. & F. COAL COMPANY, RIVER COAL COMPANY, INC., ROARING CREEK COAL COMPANY, SHIPYARD RIVER COAL TERMINAL COMPANY, STRAIGHT CREEK COAL RESOURCES COMPANY, TENNESSEE MINING, INC., TURRIS COAL COMPANY, WYOMING COAL TECHNOLOGY, INC., XXXXXXX COAL HOLDING COMPANY, XXXXXXX ENVIRONMENTAL SERVICES COMPANY, ZENERGY, INC., each as Guarantor AS SOLE MEMBER By: /s/ Xxxx X. Xxxx ________________________________ Mark W. Durishan -------------------------------------------------- Name: Xxxx X. Xxxx Mark W. Durishan Title: BEECH COAL COMPANYVice President, CANNELTONCxxxx Xxxxxxxxx Xfficer and Treasurer STONEBRIDGE CARE, INC.LP EDGEWOOD CARE, CANNELTON INDUSTRIESLP ELDERCREST CARE, INC.LP HAVEN CARE, CANNELTON LAND COMPANYLP MEADOW CARE, CANNELTON SALES COMPANYLP OAK HILL CARE, XXXX COAL & DOCK COMPANY, XXXXXX LP BY: COVENTRY CARE HOLDINGS, INC., KANAWHA CORPORATIONAS GENERAL PARTNER By: /s/ Mark W. Durishan -------------------------------------------------- Name: Mark W. Durishan Title: Vice President, KINDILL HOLDINGCxxxx Xxxxxxxxx Xfficer and Treasurer GREAT TRAIL CARE, LLC BY: EXTENDICARE GREAT TRAIL, INC., KINDILL MININGAS SOLE MEMBER By: /s/ Richard Bertrand -------------------------------------------------- Name: Richard Bertrand Title: Senior Vice Presixxxx - Xxxxxxxxxnt FISCAL SERVICES GROUP, LLC PARTNERS HEALTH GROUP, LLC BY: EXTENDICARE HEALTH NETWORK, INC., MIDWEST COAL COMPANY AS SOLE MEMBER By: /s/ Richard Bertrand -------------------------------------------------- Name: Richard Bertrand Title: Senior Vice Presixxxx - Xxxxxxxxxnt MILFORD CARE, MOUNTAINEER COAL DEVELOPMENT COMPANY, MOUNTAIN COALS CORPORATION, OLD BEN COAL COMPANY, WEST VIRGINIA-INDIANA COAL HOLDING COMPANYLLC BY: MARSHALL PROPERTIES, INC., each as Guarantor AS SOLE MEMBER Xx: /x/ Richard Bertrand -------------------------------------------------- Name: Richard Bertrand Title: Senior Vice Presixxxx - Xxxxxxxxxnt PARTNERS HEALTH GROUP - FLORIDA, LLC PARTNERS HEALTH GROUP - LOUISIANA, LLC PARTNERS HEALTH GROUP - TEXAS, LLC BY: PARTNERS HEALTH GROUP, LLC BY: EXTENDICARE HEALTH NETWORK, INC., AS SOLE MEMBER By: /s/ Xxxxxxx X. Xxxxxxxxx _______________________________ Richard Bertrand -------------------------------------------------- Name: Xxxxxxx X. Xxxxxxxxx Richard Bertrand Title: BENTLEY COAL COMPANYSenior Vice Presixxxx - Xxxxxxxxxnt TRUSTEE: U.S. BANK, SKYLINE COAL COMPANY, KENTUCKY PRINCE MINING COMPANY, each as Guarantor By: GRASSY COVE COAL MINING COMPANY, ROARING CREEK COAL COMPANY, each as General Partner of each of the entities listed above N.A. By: /s/ Xxxx X. Xxxx _________________________________ Steven J. Peterson ---------------------------------------- Name: Xxxx X. Xxxx Steven J. Peterson Title: NUCOAL, LLC, as Guarantor By: AMERICOAL DEVELOPMENT COMPANY ENCOAL CORPORATION each as Member By: /s/ Xxxx X. Xxxx _________________________________ Name: Xxxx X. Xxxx Title: STATE STREET BANK AND TRUST COMPANY, as Trustee By: /s/ Xxxxx X. Xxxxxx _________________________________ Name: Xxxxx X. Xxxxxx Title: Vice President Trust Xxxxxxx EXHIBIT A-1 A (FACE OF NOTE) ===============================================================================Face of Note)

Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table 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 of this Indenture and shall will in no way modify or restrict any of the terms or provisions hereof. SIGNATURES Dated as of December 14March 7, 1998 AEI RESOURCES2011 COMPANY ISLE OF CAPRI CASINOS, INC. By: /s/ Xxxx Xxxxxxxx X. Xxxx ________________________ XxXxxxxx Name: Xxxx Xxxxxxxx X. Xxxx XxXxxxxx Title: Confirmed President and agreed to as GuarantorsChief Operating Officer [Signatures continue on following page] GUARANTORS: 17 WEST MININGBLACK HAWK HOLDINGS, L.L.C. CASINO AMERICA OF COLORADO, INC., ACECO. CCSC/BLACKHAWK, INC., XXXXXXXXX MINING. GRAND PALAIS RIVERBOAT, INC.. IC HOLDINGS COLORADO, AEI COAL SALES INC. IOC-BLACK HAWK DISTRIBUTION COMPANY, LLC IOC-BOONVILLE, INC.. IOC-CAPE GIRARDEAU LLC IOC-CARUTHERSVILLE, AEI HOLDING L.L.C. IOC XXXXXXXXX, INC. IOC-KANSAS CITY, INC. IOC-XXXX, INC. IOC-NATCHEZ, INC. IOC BLACK HAWK COUNTY, INC. IOC HOLDINGS, L.L.C. IOC SERVICES, L.L.C. IOC-VICKSBURG, INC. IOC-VICKSBURG, L.L.C. ISLE OF CAPRI XXXXXXXXXX XXXXXX CORPORATION ISLE OF CAPRI XXXXXXXXXX, X.X. ISLE OF CAPRI BLACK HAWK CAPITAL CORP. ISLE OF CAPRI BLACK HAWK, L.L.C. ISLE OF CAPRI MARQUETTE, INC. PPI, INC. RAINBOW CASINO-VICKSBURG PARTNERSHIP, L.P. RIVERBOAT CORPORATION OF MISSISSIPPI RIVERBOAT SERVICES, INC. ST. XXXXXXX GAMING COMPANY, INC. AEI RESOURCES HOLDING, INC., AMERICOAL DEVELOPMENT COMPANY, APPALACHIAN REALTY COMPANY, AYRSHIRE LAND COMPANY, BELLAIRE TRUCKING COMPANY, BLUEGRASS COAL DEVELOPMENT COMPANY, BOWIE RESOURCES LIMITED CC COAL COMPANY, COAL VENTURES HOLDING COMPANY, INC., EAST KENTUCKY ENERGY CORPORATION, EMPLOYEE BENEFITS MANAGEMENT, INC., ENCOAL CORPORATION, ENERZ CORPORATION, EVERGREEN MINING COMPANY, FAIRVIEW LAND COMPANY, FRANKLIN COAL SALES COMPANY, GRASSY COVE COAL MINING COMPANY, HERITAGE MINING COMPANY, HIGHLAND COAL, INC., XXXXX-XXXXX CO., INC., XXXXXX COAL COMPANY, XXXXXX RESOURCES, INC., XXXXXX RESOURCES MANAGEMENT, INC., MEADOWLARK, INC., MEGA MINERALS, INC., MIDWEST COAL SALES COMPANY, MID-VOL LEASING, INC. MINING TECHNOLOGIES, INC., MOUNTAIN-CLAY, INCORPORATED (d/b/a Mountain Clay, Inc.), PHOENIX LAND COMPANY, PREMIUM PROCESSING, INC., PREMIUM COAL DEVELOPMENT COMPANY, PRO-LAND, INC. (d/b/a Kem Coal Company) R. & F. COAL COMPANY, RIVER COAL COMPANY, INC., ROARING CREEK COAL COMPANY, SHIPYARD RIVER COAL TERMINAL COMPANY, STRAIGHT CREEK COAL RESOURCES COMPANY, TENNESSEE MINING, INC., TURRIS COAL COMPANY, WYOMING COAL TECHNOLOGY, INC., XXXXXXX COAL HOLDING COMPANY, XXXXXXX ENVIRONMENTAL SERVICES COMPANY, ZENERGY, INC., each as Guarantor [Signature page for the Guarantors follows] By: /s/ Xxxx Xxxxxxxx X. Xxxx ________________________________ XxXxxxxx Name: Xxxx Xxxxxxxx X. Xxxx XxXxxxxx Title: BEECH COAL COMPANY, CANNELTON, INC., CANNELTON INDUSTRIES, INC., CANNELTON LAND COMPANY, CANNELTON SALES COMPANY, XXXX COAL & DOCK COMPANY, XXXXXX HOLDINGS, INC., KANAWHA CORPORATION, KINDILL HOLDING, INC., KINDILL MINING, INC., MIDWEST COAL COMPANY , MOUNTAINEER COAL DEVELOPMENT COMPANY, MOUNTAIN COALS CORPORATION, OLD BEN COAL COMPANY, WEST VIRGINIA-INDIANA COAL HOLDING COMPANY, INC., each as Guarantor By: /s/ Xxxxxxx X. Xxxxxxxxx _______________________________ Name: Xxxxxxx X. Xxxxxxxxx Title: BENTLEY COAL COMPANY, SKYLINE COAL COMPANY, KENTUCKY PRINCE MINING COMPANY, each as Guarantor By: GRASSY COVE COAL MINING COMPANY, ROARING CREEK COAL COMPANY, each as General Partner President and Chief Operating Officer of each of the foregoing entities listed above TRUSTEE U.S. BANK NATIONAL ASSOCIATION By: /s/ Xxxx Cauna X. Xxxx _________________________________ Xxxxx Name: Xxxx Cauna X. Xxxx Title: NUCOAL, LLC, as Guarantor By: AMERICOAL DEVELOPMENT COMPANY ENCOAL CORPORATION each as Member By: /s/ Xxxx X. Xxxx _________________________________ Name: Xxxx X. Xxxx Title: STATE STREET BANK AND TRUST COMPANY, as Trustee By: /s/ Xxxxx X. Xxxxxx _________________________________ Name: Xxxxx X. Xxxxxx Title: Vice President EXHIBIT A-1 (FACE OF NOTE) ===============================================================================A [Face of Note] CUSIP/ISIN

Table of Contents, Headings, etc. The Table of Contents, Cross-Cross Reference Table 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 of this Indenture and shall will in no way modify or restrict any of the terms or provisions hereof. SIGNATURES Dated as of December 14May 1, 1998 AEI RESOURCES2013 CST BRANDS, INC. By: /s/ Xxxx Xxxxxxx X. Xxxx ________________________ NameXxxxxxxxx Xxxxxxx X. Xxxxxxxxx Senior Vice President and Chief Financial Officer CST DIAMOND, L.P. By: Xxxx X. Xxxx Title: Confirmed and agreed to as Guarantors: 17 WEST MINING, INC., ACECO, INC., XXXXXXXXX MINING, INC., AEI COAL SALES COMPANY, INC., AEI HOLDING COMPANY, INC. AEI RESOURCES HOLDING, INC., AMERICOAL DEVELOPMENT COMPANY, APPALACHIAN REALTY COMPANY, AYRSHIRE LAND COMPANY, BELLAIRE TRUCKING COMPANY, BLUEGRASS COAL DEVELOPMENT COMPANY, BOWIE RESOURCES LIMITED CC COAL COMPANY, COAL VENTURES HOLDING COMPANY, INC., EAST KENTUCKY ENERGY CORPORATION, EMPLOYEE BENEFITS MANAGEMENT, INC., ENCOAL CORPORATION, ENERZ CORPORATION, EVERGREEN MINING COMPANY, FAIRVIEW LAND COMPANY, FRANKLIN COAL SALES COMPANY, GRASSY COVE COAL MINING COMPANY, HERITAGE MINING COMPANY, HIGHLAND COAL, INC., XXXXX-XXXXX CO., INC., XXXXXX COAL COMPANY, XXXXXX RESOURCES, INC., XXXXXX RESOURCES MANAGEMENT, INC., MEADOWLARK, INC., MEGA MINERALS, INC., MIDWEST COAL SALES COMPANY, MID-VOL LEASING, INC. MINING TECHNOLOGIES, INC., MOUNTAIN-CLAY, INCORPORATED (d/b/a Mountain ClayEmerald Marketing, Inc.), PHOENIX LAND COMPANY, PREMIUM PROCESSING, INC., PREMIUM COAL DEVELOPMENT COMPANY, PRO-LAND, INC. (d/b/a Kem Coal Company) R. & F. COAL COMPANY, RIVER COAL COMPANY, INC., ROARING CREEK COAL COMPANY, SHIPYARD RIVER COAL TERMINAL COMPANY, STRAIGHT CREEK COAL RESOURCES COMPANY, TENNESSEE MINING, INC., TURRIS COAL COMPANY, WYOMING COAL TECHNOLOGY, INC., XXXXXXX COAL HOLDING COMPANY, XXXXXXX ENVIRONMENTAL SERVICES COMPANY, ZENERGY, INC., each as Guarantor By: /s/ Xxxx X. Xxxx ________________________________ Name: Xxxx X. Xxxx Title: BEECH COAL COMPANY, CANNELTON, INC., CANNELTON INDUSTRIES, INC., CANNELTON LAND COMPANY, CANNELTON SALES COMPANY, XXXX COAL & DOCK COMPANY, XXXXXX HOLDINGS, INC., KANAWHA CORPORATION, KINDILL HOLDING, INC., KINDILL MINING, INC., MIDWEST COAL COMPANY , MOUNTAINEER COAL DEVELOPMENT COMPANY, MOUNTAIN COALS CORPORATION, OLD BEN COAL COMPANY, WEST VIRGINIA-INDIANA COAL HOLDING COMPANY, INC., each as Guarantor its General Partner By: /s/ Xxxxxxx X. Xxxxxxxxx _______________________________ Name: Xxxxxxx X. Xxxxxxxxx Title: BENTLEY COAL COMPANYSenior Vice President and Chief Financial Officer CST SECURITY SERVICES, SKYLINE COAL COMPANY, KENTUCKY PRINCE MINING COMPANY, each as Guarantor By: GRASSY COVE COAL MINING COMPANY, ROARING CREEK COAL COMPANY, each as General Partner of each of the entities listed above INC. By: /s/ Xxxx Xxxxxxx X. Xxxx _________________________________ Name: Xxxx Xxxxxxxxx Xxxxxxx X. Xxxx Title: NUCOALXxxxxxxxx Senior Vice President and Treasurer Indenture AUTOTRONIC SYSTEMS, LLCINC. BIG DIAMOND, as Guarantor By: AMERICOAL DEVELOPMENT LLC BIG DIAMOND NUMBER 1, LLC CST ARKANSAS STATIONS, LLC CST CALIFORNIA STATIONS, INC. CST MARKETING AND SUPPLY COMPANY ENCOAL CORPORATION each as Member CST SERVICES LLC CST USA INC. DIAMOND SHAMROCK ARIZONA, INC. DIAMOND SHAMROCK STATIONS, INC. EMERALD MARKETING, INC. NATIONAL CONVENIENCE STORES INCORPORATED SIGMOR BEVERAGE, INC. SIGMOR COMPANY, LLC By: /s/ Xxxx Xxxxxxx X. Xxxx _________________________________ Xxxxxxxxx Xxxxxxx X. Xxxxxxxxx Senior Vice President and Chief Financial Officer Indenture SIGMOR NUMBER 5, INC. SIGMOR NUMBER 43, INC. SIGMOR NUMBER 79, INC. SIGMOR NUMBER 80, INC. SIGMOR NUMBER 103, INC. SIGMOR NUMBER 105, INC. SIGMOR NUMBER 119, INC. SIGMOR NUMBER 178, INC. SIGMOR NUMBER 196, INC. SIGMOR NUMBER 238, INC. SIGMOR NUMBER 259, INC. SIGMOR NUMBER 422, INC. SKIPPER BEVERAGE COMPANY, LLC SUNSHINE BEVERAGE CO. TOC-DS COMPANY CST METRO LLC VALLEY SHAMROCK, INC. VRG DIAMOND HOLDINGS, LLC By: /s/ Xxxxxxx X. Xxxxxxxxx Xxxxxxx X. Xxxxxxxxx Senior Vice President and Chief Financial Officer Signature Page Indenture U.S. Bank National Association By: /s/ Xxxxxx Xxxxxxx Name: Xxxx X. Xxxx Xxxxxx Xxxxxxx Title: STATE STREET Vice President Indenture EXHIBIT A [Face of Note] CUSIP/CINS 5.0% Senior Notes due 2023 No. $ CST BRANDS, INC. promises to pay to , or its registered assigns, the principal sum of DOLLARS* on May 1, 2023 [or such greater or lesser amount as may be indicated on the Schedule of Exchanges of Interests in the Global Note attached hereto].1 Interest Payment Dates: May 1 and November 1 Record Dates: April 15 and October 15 Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been duly executed by the Trustee referred to on the reverse hereof by manual signature, this Note shall not be entitled to any benefit of the Indenture or be valid or obligatory for any purpose. Dated: CST BRANDS, INC. By: Name: Title: Certificate of Authentication: This is one of the Notes referred to in the within-mentioned Indenture: U.S. BANK AND TRUST COMPANYNATIONAL ASSOCIATION, as Trustee By: /s/ Xxxxx X. Xxxxxx _________________________________ Name: Xxxxx X. Xxxxxx Title: Vice President EXHIBIT A-1 (FACE OF NOTE) ===============================================================================Authorized Signatory 1 If this Note is a Global Note, add this provision. [Back of Note] 5.0% Senior Notes due 2023 [Insert the Global Note Legend, if applicable pursuant to the provisions of the Indenture] [Insert the Private Placement Legend, if applicable pursuant to the provisions of the Indenture] Capitalized terms used but not defined herein have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table 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 of this Indenture and shall will in no way modify or restrict any of the terms or provisions hereof. 91 SIGNATURES Dated as of December 14October 11, 1998 AEI RESOURCES2005 DYCOM INVESTMENTS, INC. By: /s/ Xxxx X. Xxxx ________________________ Name: Xxxx X. Xxxx Title: Confirmed and agreed to as Guarantors: 17 WEST MINING, INC., ACECO, INC., XXXXXXXXX MINING, INC., AEI COAL SALES COMPANY, INC., AEI HOLDING COMPANY, INC. AEI RESOURCES HOLDING, INC., AMERICOAL DEVELOPMENT COMPANY, APPALACHIAN REALTY COMPANY, AYRSHIRE LAND COMPANY, BELLAIRE TRUCKING COMPANY, BLUEGRASS COAL DEVELOPMENT COMPANY, BOWIE RESOURCES LIMITED CC COAL COMPANY, COAL VENTURES HOLDING COMPANY, INC., EAST KENTUCKY ENERGY CORPORATION, EMPLOYEE BENEFITS MANAGEMENT, INC., ENCOAL CORPORATION, ENERZ CORPORATION, EVERGREEN MINING COMPANY, FAIRVIEW LAND COMPANY, FRANKLIN COAL SALES COMPANY, GRASSY COVE COAL MINING COMPANY, HERITAGE MINING COMPANY, HIGHLAND COAL, INC., XXXXX-XXXXX CO., INC., XXXXXX COAL COMPANY, XXXXXX RESOURCES, INC., XXXXXX RESOURCES MANAGEMENT, INC., MEADOWLARK, INC., MEGA MINERALS, INC., MIDWEST COAL SALES COMPANY, MID-VOL LEASING, INC. MINING TECHNOLOGIES, INC., MOUNTAIN-CLAY, INCORPORATED (d/b/a Mountain Clay, Inc.), PHOENIX LAND COMPANY, PREMIUM PROCESSING, INC., PREMIUM COAL DEVELOPMENT COMPANY, PRO-LAND, INC. (d/b/a Kem Coal Company) R. & F. COAL COMPANY, RIVER COAL COMPANY, INC., ROARING CREEK COAL COMPANY, SHIPYARD RIVER COAL TERMINAL COMPANY, STRAIGHT CREEK COAL RESOURCES COMPANY, TENNESSEE MINING, INC., TURRIS COAL COMPANY, WYOMING COAL TECHNOLOGY, INC., XXXXXXX COAL HOLDING COMPANY, XXXXXXX ENVIRONMENTAL SERVICES COMPANY, ZENERGY, INC., each as Guarantor By: /s/ Xxxx X. Xxxx ________________________________ Name: Xxxx X. Xxxx Title: BEECH COAL COMPANY, CANNELTON, INC., CANNELTON INDUSTRIES, INC., CANNELTON LAND COMPANY, CANNELTON SALES COMPANY, XXXX COAL & DOCK COMPANY, XXXXXX HOLDINGS, INC., KANAWHA CORPORATION, KINDILL HOLDING, INC., KINDILL MINING, INC., MIDWEST COAL COMPANY , MOUNTAINEER COAL DEVELOPMENT COMPANY, MOUNTAIN COALS CORPORATION, OLD BEN COAL COMPANY, WEST VIRGINIA-INDIANA COAL HOLDING COMPANY, INC., each as Guarantor By: /s/ Xxxxxxx X. Xxxxxxxxx _______________________________ Name: Xxxxxxx X. Xxxxxxxxx Xxxx Title: BENTLEY COAL Treasurer ANSCO & ASSOCIATES, LLC APEX DIGITAL, LLC C-2 UTILITY CONTRACTORS, LLC CABLECOM, LLC CAN-AM COMMUNICATIONS, INC. COMMUNICATIONS CONSTRUCTION GROUP, LLC DYCOM CAPITAL MANAGEMENT, INC. DYCOM IDENTITY, LLC XXXXX CABLE CONSTRUCTION, LLC GLOBE COMMUNICATIONS, LLC INSTALLATION TECHNICIANS, LLC XXX X. XXXXX COMPANY, SKYLINE COAL LLC LAMBERTS CABLE SPLICING COMPANY, KENTUCKY PRINCE MINING LLC LOCATING, INC. XXXXXXX CONSTRUCTION, LLC XXXXX XXXXX SONS COMPANY, each as Guarantor LLC POINT TO POINT COMMUNICATIONS, INC. PRECISION VALLEY COMMUNICATIONS OF VERMONT, LLC RJE TELECOM, LLC XXXXXXX COMMUNICATIONS LIMITED PARTNERSHIP STAR CONSTRUCTION, LLC XXXXXXX COMMUNICATIONS, LLC S.T.S., LLC TCS COMMUNICATIONS, LLC TESINC, LLC UNDERGROUND SPECIALTIES, LLC US COMMUNICATIONS CONTRACTORS, LLC UTILIQUEST, LLC WHITE MOUNTAIN CABLE CONSTRUCTION, LLC By: GRASSY COVE COAL MINING COMPANY, ROARING CREEK COAL COMPANY, each as General Partner of each of the entities listed above By: /s/ Xxxx X. Xxxx ______________________________________ Name: Xxxx Xxxxxxx X. Xxxx Title: NUCOALTreasurer DYCOM INDUSTRIES, LLC, as Guarantor INC. By: AMERICOAL DEVELOPMENT COMPANY ENCOAL CORPORATION each as Member By: /s/ Xxxx X. Xxxx ______________________________________ Name: Xxxx Xxxxxxx X. Xxxx Title: STATE STREET BANK AND TRUST COMPANYSenior Vice President and Chief Financial Officer WACHOVIA BANK, as Trustee NATIONAL ASSOCIATION By: /s/ Xxxxx X. Xxxxxx ______________________________________ Name: Xxxxx X. Xxxxxx Title: Vice President EXHIBIT A-1 (FACE OF NOTE) ===============================================================================[Face of Note] CUSIP/CINS ___________ 8-1/8% Senior Subordinated Notes due 2015 No. ___ $____________ DYCOM INVESTMENTS, INC. promises to pay to [_________] or registered assigns, the principal sum of ________________________________________________ DOLLARS on _____________, 20___. Interest Payment Dates: April 15 and October 15 Record Dates: March 31 and September 30 Dated: _______________, 2005 DYCOM INVESTMENTS, INC. By: ______________________________________ Name: Title: This is one of the Notes referred to in the within-mentioned Indenture: WACHOVIA BANK, NATIONAL ASSOCIATION, as Trustee By: ______________________________ Authorized Signatory [Back of Note] 8-1/8% Senior Subordinated Notes due 2015 [Insert the Global Note Legend, if applicable pursuant to the provisions of the Indenture] [Insert the Private Placement Legend, if applicable pursuant to the provisions of the Indenture] Capitalized terms used herein have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table and Headings headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part of this Indenture and shall will in no way modify or restrict any of the terms or provisions hereof. SIGNATURES Dated as of December 14May 7, 1998 AEI RESOURCES2010 SUSSER HOLDINGS, L.L.C. By: /s/ X.X. Xxxxxx, Xx. Name: X.X. Xxxxxx, Xx. Title: Executive Vice President, General Counsel and Secretary SUSSER FINANCE CORPORATION By: /s/ X.X. Xxxxxx, Xx. Name: X.X. Xxxxxx, Xx. Title: Executive Vice President, General Counsel and Secretary [INDENTURE] GUARANTORS: APPLIED PETROLEUM TECHNOLOGIES, LTD. By: APT Management Company, L.L.C., its general partner By: /s/ X.X. Xxxxxx, Xx. Name: X.X. Xxxxxx, Xx. Title: Executive Vice President, General Counsel and Secretary APT MANAGEMENT COMPANY, L.L.C. By: /s/ X.X. Xxxxxx, Xx. Name: X.X. Xxxxxx, Xx. Title: Executive Vice President, General Counsel and Secretary C&G INVESTMENTS, LLC By: /s/ X.X. Xxxxxx, Xx. Name: X.X. Xxxxxx, Xx. Title: Executive Vice President CORPUS CHRISTI REIMCO, LLC By: /s/ X.X. Xxxxxx, Xx. Name: X.X. Xxxxxx, Xx. Title: Executive Vice President, General Counsel and Secretary STRIPES LLC By: /s/ X.X. Xxxxxx, Xx. Name: X.X. Xxxxxx, Xx. Title: Executive Vice President, General Counsel and Secretary STRIPES ACQUISITION LLC By: /s/ X.X. Xxxxxx, Xx. Name: X.X. Xxxxxx, Xx. Title: Executive Vice President, General Counsel and Secretary STRIPES HOLDINGS LLC By: /s/ X.X. Xxxxxx, Xx. Name: X.X. Xxxxxx, Xx. Title: Executive Vice President, General Counsel and Secretary SUSSER FINANCIAL SERVICES LLC By: /s/ X.X. Xxxxxx, Xx. Name: X.X. Xxxxxx, Xx. Title: Executive Vice President, General Counsel and Secretary SUSSER HOLDINGS CORPORATION By: /s/ X.X. Xxxxxx, Xx. Name: X.X. Xxxxxx, Xx. Title: Executive Vice President, General Counsel and Secretary [INDENTURE] SUSSER PETROLEUM COMPANY LLC By: /s/ X.X. Xxxxxx, Xx. Name: X.X. Xxxxxx, Xx. Title: Executive Vice President and Secretary TCFS HOLDINGS, INC. By: /s/ Xxxx X. Xxxx ________________________ X.X. Xxxxxx, Xx. Name: Xxxx X. Xxxx X.X. Xxxxxx, Xx. Title: Confirmed Executive Vice President, General Counsel and agreed to as Guarantors: 17 WEST MINING, INC., ACECO, INC., XXXXXXXXX MINING, INC., AEI COAL SALES COMPANY, INC., AEI HOLDING COMPANYSecretary TOWN & COUNTRY FOOD STORES, INC. AEI RESOURCES HOLDINGBy: /s/ X.X. Xxxxxx, INC.Xx. Name: X.X. Xxxxxx, AMERICOAL DEVELOPMENT COMPANYXx. Title: Executive Vice President, APPALACHIAN REALTY COMPANY, AYRSHIRE LAND COMPANY, BELLAIRE TRUCKING COMPANY, BLUEGRASS COAL DEVELOPMENT COMPANY, BOWIE RESOURCES LIMITED CC COAL COMPANY, COAL VENTURES HOLDING COMPANY, INC., EAST KENTUCKY ENERGY CORPORATION, EMPLOYEE BENEFITS MANAGEMENT, INC., ENCOAL CORPORATION, ENERZ CORPORATION, EVERGREEN MINING COMPANY, FAIRVIEW LAND COMPANY, FRANKLIN COAL SALES COMPANY, GRASSY COVE COAL MINING COMPANY, HERITAGE MINING COMPANY, HIGHLAND COAL, INC., XXXXX-XXXXX CO., INC., XXXXXX COAL COMPANY, XXXXXX RESOURCES, INC., XXXXXX RESOURCES MANAGEMENT, INC., MEADOWLARK, INC., MEGA MINERALS, INC., MIDWEST COAL SALES COMPANY, MID-VOL LEASINGGeneral Counsel and Secretary T&C WHOLESALE, INC. MINING TECHNOLOGIES, INC., MOUNTAIN-CLAY, INCORPORATED (d/b/a Mountain Clay, Inc.), PHOENIX LAND COMPANY, PREMIUM PROCESSING, INC., PREMIUM COAL DEVELOPMENT COMPANY, PRO-LAND, INC. (d/b/a Kem Coal Company) R. & F. COAL COMPANY, RIVER COAL COMPANY, INC., ROARING CREEK COAL COMPANY, SHIPYARD RIVER COAL TERMINAL COMPANY, STRAIGHT CREEK COAL RESOURCES COMPANY, TENNESSEE MINING, INC., TURRIS COAL COMPANY, WYOMING COAL TECHNOLOGY, INC., XXXXXXX COAL HOLDING COMPANY, XXXXXXX ENVIRONMENTAL SERVICES COMPANY, ZENERGY, INC., each as Guarantor By: /s/ Xxxx X. Xxxx ________________________________ X.X. Xxxxxx, Xx. Name: Xxxx X. Xxxx X.X. Xxxxxx, Xx. Title: BEECH COAL COMPANYExecutive Vice President, CANNELTON, INC., CANNELTON INDUSTRIES, INC., CANNELTON LAND COMPANY, CANNELTON SALES COMPANY, XXXX COAL & DOCK COMPANY, XXXXXX HOLDINGS, INC., KANAWHA CORPORATION, KINDILL HOLDING, INC., KINDILL MINING, INC., MIDWEST COAL COMPANY , MOUNTAINEER COAL DEVELOPMENT COMPANY, MOUNTAIN COALS CORPORATION, OLD BEN COAL COMPANY, WEST VIRGINIA-INDIANA COAL HOLDING COMPANY, INC., each as Guarantor General Counsel and Secretary GOPETRO TRANSPORT LLC By: /s/ Xxxxxxx X. Xxxxxxxxx _______________________________ X.X. Xxxxxx, Xx. Name: Xxxxxxx X. Xxxxxxxxx X.X. Xxxxxx, Xx. Title: BENTLEY COAL COMPANYExecutive Vice President, SKYLINE COAL COMPANYGeneral Counsel and Secretary [INDENTURE] XXXXX FARGO BANK, KENTUCKY PRINCE MINING COMPANY, each as Guarantor By: GRASSY COVE COAL MINING COMPANY, ROARING CREEK COAL COMPANY, each as General Partner of each of the entities listed above By: /s/ Xxxx X. Xxxx _________________________________ Name: Xxxx X. Xxxx Title: NUCOAL, LLC, as Guarantor By: AMERICOAL DEVELOPMENT COMPANY ENCOAL CORPORATION each as Member By: /s/ Xxxx X. Xxxx _________________________________ Name: Xxxx X. Xxxx Title: STATE STREET BANK AND TRUST COMPANYN.A., as Trustee By: /s/ Xxxxx Xxxx X. Xxxxxx _________________________________ Xxxxxxxxx Name: Xxxxx Xxxx X. Xxxxxx Xxxxxxxxx Title: Vice President EXHIBIT A-1 A1 [Face of Note] [Global Note Legend] THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (FACE OF AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) ===============================================================================OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.06 OF THE INDENTURE, (2) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (3) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (4) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 XXXXX XXXXXX, XXX XXXX, XXX XXXX) (“DTC”), TO THE ISSUERS OR THEIR AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE 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. [Private Placement Legend] THE NOTE (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER XXXXXXX 0 XX XXX XXXXXX XXXXXX SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND THE NOTE EVIDENCED HEREBY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THE NOTE EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER. THE HOLDER OF THE NOTE EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) SUCH SECURITY MAY BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (1)(a) INSIDE THE UNITED STATES TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A UNDER THE SECURITIES ACT, (b) OUTSIDE THE UNITED STATES TO A FOREIGN PERSON IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (c) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF APPLICABLE) OR (d) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY IF THE COMPANY SO REQUESTS), (2) TO THE COMPANY OR (3) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT AND, IN EACH CASE, IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THE SECURITY EVIDENCED HEREBY OF THE RESALE RESTRICTIONS SET FORTH IN CLAUSE (A) ABOVE. NO REPRESENTATION CAN BE MADE AS TO THE AVAILABILITY OF THE EXEMPTION PROVIDED BY RULE 144 FOR RESALE OF THE SECURITY EVIDENCED HEREBY. CUSIP/ISIN 8.50% Senior Notes due 2016 No. $ SUSSER HOLDINGS, L.L.C. SUSSER FINANCE CORPORATION promises to pay to CEDE & CO. or registered assigns, the principal sum of DOLLARS on May 15, 2016. Interest Payment Dates: May 15 and November 15 Record Dates: May 1 and November 1 Dated: , 2010 SUSSER HOLDINGS, L.L.C. By: Name: Title: SUSSER FINANCE CORPORATION By: Name: Title: This is one of the Notes referred to in the within-mentioned Indenture: XXXXX FARGO BANK, N.A., as Trustee By: Authorized Signatory [Back of Note] 8.50% Senior Notes due 2016 Capitalized terms used herein have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table 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 of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof. SIGNATURES Dated as of December 14, 1998 AEI RESOURCESXXXXXXX ENTERPRISES, INC. By: /s/ Xxxxxxxx X. Xxxxxx Name: Xxxxxxxx X. Xxxxxx Title: Vice President, Treasurer and Secretary GUARANTORS: XXXXXXX-XXXXX FUNERAL HOME, INC. S.E. CEMETERIES OF ALABAMA, INC. S.E. COMBINED SERVICES OF ALABAMA, INC. S.E. FUNERAL HOMES OF ALABAMA, INC. FOREST HILLS CEMETERY, INC. XXXXXXX-XXXXXXX INSURANCE AGENCY, INC. XXXXXXX-XXXXXXX, INC. GROSS FUNERAL HOME, INC. REST HILLS MEMORIAL PARK, INC. S.E. FUNERAL HOMES OF ARKANSAS, INC. ALL SOULS MORTUARY, INC. ASHES TO ASHES, INC. ASSUMPTION MORTUARY, INC. BARSTOW FUNERAL HOMES, INC. XXXXXXXX FAMILY, INC. CALVARY MORTUARY OF LOS ANGELES, CALIFORNIA, INC. CATALINA CHANNEL CREMATION SOCIETY CATHOLIC MORTUARY SERVICES, INC. XxXXXXX MEMORIAL CHAPEL, INC. XXXXXX BROTHERS HUNTINGTON VALLEY MORTUARY HOLY CROSS MORTUARY OF CULVER CITY, CALIFORNIA, INC. HOLY CROSS MORTUARY OF POMONA, CALIFORNIA, INC. XXXXXX MORTUARY, INC. XXXXXXX FUNERAL CHAPELS, INC. LOMBARD & CO. N.D. XXXXX & ASSOCIATES, INC. QUEEN OF HEAVEN MORTUARY, INC. RESURRECTION MORTUARY, INC. RIVER CITIES FUNERAL CHAPEL, INC. S.E. ACQUISITION OF CALIFORNIA, INC. S.E. ACQUISITION OF DELANO, CALIFORNIA, INC. S.E. ACQUISITION OF GLENDALE,CALIFORNIA, INC. X.X. XXXXXXXXXXX XX XXXXXXXXX, XXXXXXXXXX, INC. S.E. ACQUISITION OF LOS OSOS MORTUARY AND MEMORIAL PARK, INC. S.E. ACQUISITION OF OAKHURST, CALIFORNIA, INC. S.E. ACQUISITION OF OROVILLE, CALIFORNIA, INC. SAN DIEGO CEMETERY ASSOCIATION SAN XXXXXXXX MISSION MORTUARY, INC. SANTA XXXXXXX FUNERAL SERVICES, INC. SANTA XXXXX MORTUARY, INC. XXXXXXX MORTUARY, A CALIFORNIA CORPORATION SDCA HOLDINGS, INC. SIMPLICITY PLAN OF CALIFORNIA, INC. XXXXXXX PRE-NEED SERVICES, INC. XXXXXXXXX/XXXXXXX MORTUARY XXXXXX X. XXXXXXXXX, INC. XXXXXXX X. XXXXX & XXXXXX X. XXXXXXXX, INC. SENTINEL CREMATION SOCIETIES, INC. X.X. XXXX FUNERAL HOME, INC. ALL FAITHS MEMORIAL PARK, INC. ARLINGTON MEMORIAL PARK CEMETERY AND FUNERAL HOME, INC. XXXXXXX-XXXXXXXXX FUNERAL HOMES, INC. BAY AREA CREMATORY, INC. XXXX XXXXX MEMORIAL CHAPEL, INC. XXXXX OCALA FUNERAL HOME, INC. CEMETERY MANAGEMENT, INC. CHAPEL HILL CEMETERY, INC. XXXXX & SON FUNERAL HOME, INC. XXXXX X. XXXXX FUNERAL HOME, INC. FLORIDA HILLS MEMORIAL GARDENS, INC. GARDEN OF MEMORIES, INC. XXXX HAVEN MEMORIAL PARK, INC. GOOD SHEPHERD MEMORIAL GARDENS, INC. HIGHLAND MEMORY GARDENS, INC. XXXXXXX FUNERAL HOME AND CREMATORY, INC. XXXX X. XXXXXX, INC. KICLITER FUNERAL HOME, INC. MADCEM OF FLORIDA, INC. MEMORIAL PARK CEMETERY, INC. MEMORIAL SUNSET PARK, INC. OAKLAWN PARK CEMETERY AND FUNERAL HOME, INC. XXXXXXX FUNERAL HOME, INC. ROYAL PALM MEMORIAL GARDENS, INC. SEMORAN FUNERAL HOME, INC. SOUTH DADE-PALMS MEMORIAL PARK, INC. XXXXXX XXXXX MEMORIAL PARK, INC. THE SIMPLICITY PLAN, INC. TRINITY MEMORIAL GARDENS OF LAKELAND, INC. XXXXXX CREMATORY, INC. 71 XXXXXX FUNERAL HOMES, INC. XXXXX & XXXX FUNERAL HOME, INC. WOODLAWN MEMORY GARDENS, INC. WOODLAWN PARK CEMETERY COMPANY XXXXXXXX HILL MEMORIAL PARK, INC. EASTLAWN CORPORATION XXXXXX FAMILY FUNERAL HOME, INC. XXXXXXX FUNERAL HOME OF XXXXX COUNTY, INC. XXXXXXX FUNERAL HOMES, INC. XXXXXXX AND SON FUNERAL HOME, INC. XXXXX HILL MEMORIAL PARK, INC. ROSEHAVEN FUNERAL HOME & CEMETERY, INC. S.E. ACQUISITION OF LITHONIA, GEORGIA, INC. S.E. ACQUISITION OF BLUE ISLAND, ILLINOIS, INC. S.E. ACQUISITION OF OAK LAWN AND ORLAND PARK, ILLINOIS, INC. XXXXXX X. XXXXXX & SON FUNERAL HOME, INC. S.E. FUNERAL HOMES OF ILLINOIS, INC. XXXXXXX FUNERAL HOMES, INC. XXXXXX FUNERAL HOME, INC. XXXXXX XXXXXXX, INC. ACME MAUSOLEUM CORPORATION EMPRESAS XXXXXXX - CEMENTERIOS, INC. EMPRESAS XXXXXXX - FUNERARIAS, INC. LAKE LAWN METAIRIE FUNERAL HOME (JOINT VENTURE) LAKE LAWN PARK, INC. S.E. AUSTRALIA, INC. S.E. CEMETERIES OF LOUISIANA, INC. S.E. FUNERAL HOMES OF LOUISIANA, INC. S.E.SOUTH-CENTRAL, INC. XXXXXXX ENTERPRISES (EUROPE) INC. XXXXXXX RESOURCE CENTER, INC. XXXXXXX SERVICES, INC. BOUNDS FUNERAL HOME, INC. CEDAR HILL CEMETERY COMPANY, INC. CREST LAWN MEMORIAL GARDENS, INC. DRUID RIDGE CEMETERY COMPANY FORT LINCOLN CEMETERY, INC. FORT LINCOLN FUNERAL HOME, INC. GALLERY GRANITE CORPORATION HILLCREST MEMORIAL CEMETERY, INC. XXXXX-XXXXXXX FUNERAL HOME, INC. XXXX X. XXXXXX FUNERAL HOME, INC. LOUDON PARK CEMETERY COMPANY LOUDON PARK FUNERAL HOME, INC. NATIONAL HARMONY MEMORIAL PARK, INC. PARKLAWN, INC. PARKWOOD MANAGEMENT COMPANY 72 S.E. MID-ATLANTIC, INC. SIMPLE TRIBUTE OF MARYLAND, INC. THE PARKWOOD CEMETERY COMPANY XXXXXXX X. XXXXXXXX, INC. LAKEWOOD MEMORIAL PARK, INC. X.X. XXXXXXXX'X SONS, INC. DWN PROPERTIES, INC. FUNERAL SECURITY PLANS, INC. NEPTUNE SOCIETY OF NEVADA, INC. RENO MEMORIAL, INC. S.E. ACQUISITION OF NEVADA, INC. S.E. ACQUISITION OF RENO, NEVADA, INC. XXXXX & XXXXX XXXXXXXX-XXXXXXX MORTUARY S.E. ACQUISITION OF CLIFTON, NEW JERSEY, INC. S.E. ACQUISITION OF SANTA FE, NEWMEXICO, INC. X.X. XXXXXXXXX AND SONS, INC. CORNELL & XXXXXXX, INC. XXXXXXXXX XXXXXXXX MEMORIAL HOME, INC. XXXXXX FUNERAL SERVICE, INC. XXXX XXXXXX FUNERAL HOME, INC. S.E. ACQUISITION OF FREDONIA, NEW YORK, INC. STRONG & XXXXX FUNERAL HOME, INC. CATAWBA MEMORIAL PARK, INC. XXXXX FUNERAL HOME, INC. XXXXXXX - HILLCREST, INC. XXXXXXXX'X FUNERAL HOME, INC. MONTLAWN MEMORIAL PARK, INC. S.E. CEMETERIES OF NORTH CAROLINA, INC. S.E. FUNERAL HOMES OF NORTH CAROLINA, INC. XXXXXX/XXXXXXXXX FUNERAL SERVICE, INC. CASCADE CREMATORY, INC. CHAPEL OF THE ROSES, INC. CHAPEL OF THE VALLEY FUNERAL HOME, INC. XXXXXX, INC. X.X. XXXXXXXXX, INC. X.X. XXXXXX AND SON MORTUARY, INC. S.E. BEND NR, INC. X.X. XXXXXXXXXXX XX XXXXXX XXXXX, XXXXXX, INC. S.E. ACQUISITION OF OREGON, INC. S.E. ACQUISITION OF REEDSPORT, OREGON, INC. SUNSET HILLS MEMORIAL PARK S.E. BEND TDHM, INC. XXXXXXXX XXXXXXXX P. M., INC. XXXXXX XXXXXXXXXX MEMORIAL PARK, INC. XXXX & NICE SUBURBAN CHAPEL, INC. XXXX & NICE, INC. PET HAVEN, INC. X.X. XXXXXXXXXXX XX XXXXXXXXXXXX, INC. SUNSET MEMORIAL PARK COMPANY XXXXXX FUNERAL HOME S.E. CEMETERIES OF SOUTH CAROLINA, INC. S.E. COMBINED SERVICES OF SOUTH CAROLINA, INC. S.E. FUNERAL HOMES OF SOUTH CAROLINA, INC. MONTE VISTA BURIAL PARK, INC. MT. JULIET MEMORIAL GARDENS, INC. XXXX FUNERAL HOME OF LEBANON, INC. S.E. COMBINED SERVICES OF TENNESSEE, INC. S.E. FUNERAL HOMES OF TENNESSEE, INC. THE NASHVILLE HISTORIC CEMETERY ASSOCIATION, INC. ABBEY PLAN OF TEXAS, INC. XXXXX FUNERAL HOME, INC. EMERALD HILLS FUNERAL CORPORATION GUARDIAN CREMATION SOCIETY, INC. XXXXX FUNERAL HOME, INC. PASADENA FUNERAL HOME, INC. S.E. FUNERAL HOMES OF TEXAS, INC. S.E. CEMETERIES OF TEXAS, INC. SIMPLICITY PLAN OF TEXAS, INC. CLINCH VALLEY MEMORIAL CEMETERY, INC. XXXXXX FUNERAL HOMES, INCORPORATED XXXXXX PFP, INC. MONTICELLO MEMORY GARDENS, INC. S.E. CEMETERIES OF VIRGINIA, INC. S.E. FUNERAL HOMES OF VIRGINIA, INC. CREMATION SOCIETY NORTHWEST, INC. X.X. XXXXXXXXXXX & SONS S.E.E.S. OF VANCOUVER, INC. S.E. ACQUISITION OF WASHINGTON, INC. XXXXXXXX-XXXXXXXX-XXX FUNERAL HOME, INC. XXXXXXXX & XXXXX FUNERAL HOME, INC. EASTERN CEMETERY ASSOCIATES, INC. KANAWHA PLAZA PARTNERSHIP XXXXXXX-XXXXXXXXX MORTUARY, INC. LOI CHARLESTON, INC. NATIONAL EXCHANGE TRUST, LTD. NATIONAL FUNERAL SERVICES, INCORPORATED S.E. ACQUISITION OF MALDEN, WEST VIRGINIA, INC. S.E. CEMETERIES OF WEST VIRGINIA, INC. S.E. FUNERAL HOMES OF WEST VIRGINIA, INC. CEMETERY SERVICES, INC. WISCONSIN MEMORIAL PARK COMPANY, INC. XXXXXX FUNERAL HOME, INC. S.E. CEMETERIES OF WISCONSIN, INC. By: /s/ Xxxxxxxx X. Xxxxxx Name: Xxxxxxxx X. Xxxxxx Title: Authorized Signatory U.S. Bank National Association as Trustee By: /s/ Xxxx-Xxxx X. Xxxxxxxxx Name: Xxxx-Xxxx Xxxxxxxxx Title: Vice President 75 EXHIBIT A1 [Face of Note] CUSIP 000000XX0 No. _______ **$[________________________ Name: Xxxx X. Xxxx Title: Confirmed and agreed to as Guarantors: 17 WEST MINING]** XXXXXXX ENTERPRISES, INC., ACECO, INC., XXXXXXXXX MINING, INC., AEI COAL SALES COMPANY, INC., AEI HOLDING COMPANY, INC. AEI RESOURCES HOLDING, INC., AMERICOAL DEVELOPMENT COMPANY, APPALACHIAN REALTY COMPANY, AYRSHIRE LAND COMPANY, BELLAIRE TRUCKING COMPANY, BLUEGRASS COAL DEVELOPMENT COMPANY, BOWIE RESOURCES LIMITED CC COAL COMPANY, COAL VENTURES HOLDING COMPANY, INC., EAST KENTUCKY ENERGY CORPORATION, EMPLOYEE BENEFITS MANAGEMENT, INC., ENCOAL CORPORATION, ENERZ CORPORATION, EVERGREEN MINING COMPANY, FAIRVIEW LAND COMPANY, FRANKLIN COAL SALES COMPANY, GRASSY COVE COAL MINING COMPANY, HERITAGE MINING COMPANY, HIGHLAND COAL, INC., XXXXX-XXXXX CO., INC., XXXXXX COAL COMPANY, XXXXXX RESOURCES, INC., XXXXXX RESOURCES MANAGEMENT, INC., MEADOWLARK, INC., MEGA MINERALS, INC., MIDWEST COAL SALES COMPANY, MID-VOL LEASING, INC. MINING TECHNOLOGIES, INC., MOUNTAIN-CLAY, INCORPORATED (d/b/a Mountain Clay, Inc.), PHOENIX LAND COMPANY, PREMIUM PROCESSING, INC., PREMIUM COAL DEVELOPMENT COMPANY, PRO-LAND, INC. (d/b/a Kem Coal Company) R. & F. COAL COMPANY, RIVER COAL COMPANY, INC., ROARING CREEK COAL COMPANY, SHIPYARD RIVER COAL TERMINAL COMPANY, STRAIGHT CREEK COAL RESOURCES COMPANY, TENNESSEE MINING, INC., TURRIS COAL COMPANY, WYOMING COAL TECHNOLOGY, INC., XXXXXXX COAL HOLDING COMPANY, XXXXXXX ENVIRONMENTAL SERVICES COMPANY, ZENERGY, INC., each as Guarantor By: /s/ Xxxx X. Xxxx ________________________________ Name: Xxxx X. Xxxx Title: BEECH COAL COMPANY, CANNELTON, INC., CANNELTON INDUSTRIES, INC., CANNELTON LAND COMPANY, CANNELTON SALES COMPANY, XXXX COAL & DOCK COMPANY, XXXXXX HOLDINGS, INC., KANAWHA CORPORATION, KINDILL HOLDING, INC., KINDILL MINING, INC., MIDWEST COAL COMPANY , MOUNTAINEER COAL DEVELOPMENT COMPANY, MOUNTAIN COALS CORPORATION, OLD BEN COAL COMPANY, WEST VIRGINIA-INDIANA COAL HOLDING COMPANY, INC., each as Guarantor By: /s/ Xxxxxxx X. Xxxxxxxxx _______________________________ Name: Xxxxxxx X. Xxxxxxxxx Title: BENTLEY COAL COMPANY, SKYLINE COAL COMPANY, KENTUCKY PRINCE MINING COMPANY, each as Guarantor By: GRASSY COVE COAL MINING COMPANY, ROARING CREEK COAL COMPANY, each as General Partner of each of the entities listed above By: /s/ Xxxx X. Xxxx _________________________________ Name: Xxxx X. Xxxx Title: NUCOAL, LLC, as Guarantor By: AMERICOAL DEVELOPMENT COMPANY ENCOAL CORPORATION each as Member By: /s/ Xxxx X. Xxxx _________________________________ Name: Xxxx X. Xxxx Title: STATE STREET BANK AND TRUST COMPANY, as Trustee By: /s/ Xxxxx X. Xxxxxx _________________________________ Name: Xxxxx X. Xxxxxx Title: Vice President EXHIBIT A-1 (FACE OF NOTE) ===============================================================================

Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table Table, and Headings headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part of this Indenture Indenture, and shall in no way modify or restrict any of the terms or provisions hereofof this Indenture. SIGNATURES Dated as of December 14, 1998 AEI RESOURCESTHE COMPANY: XXXX COMMUNICATIONS SYSTEMS, INC. By: /s/ Xxxx X. Xxxx ________________________ --------------------------------------- Name: Xxxx X. Xxxx Title: Confirmed and agreed to as GuarantorsTHE SUBSIDIARY GUARANTORS: 17 WEST MINING, INC., ACECO, INC., XXXXXXXXX MINING, INC., AEI COAL SALES COMPANY, INC., AEI HOLDING THE ALBANY HERALD PUBLISHING COMPANY, INC. AEI RESOURCES HOLDINGPOST-CITIZEN MEDIA, INC.. XXXX COMMUNICATIONS OF INDIANA, AMERICOAL DEVELOPMENT COMPANYINC. WEAU-TV, APPALACHIAN REALTY COMPANYINC. WVLT-TV, AYRSHIRE LAND COMPANYINC. WRDW-TV, BELLAIRE TRUCKING COMPANYINC. WITN-TV, BLUEGRASS COAL DEVELOPMENT COMPANYINC XXXX KENTUCKY TELEVISION, BOWIE RESOURCES LIMITED CC COAL COMPANYINC. XXXX COMMUNICATIONS OF TEXAS, COAL VENTURES HOLDING INC. XXXX COMMUNICATIONS OF TEXAS - XXXXXXX, INC. XXXX TRANSPORTATION COMPANY, INC.. XXXX REAL ESTATE AND DEVELOPMENT CO. XXXX FLORIDA HOLDINGS, EAST KENTUCKY ENERGY CORPORATIONINC. KOLN/KGIN, EMPLOYEE BENEFITS INC. WEAU LICENSEE CORP. KOLN/KGIN LICENSE, INC. WJHG LICENSEE CORP. WCTV LICENSEE CORP. WVLT LICENSEE CORP. WRDW LICENSEE CORP. WITN LICENSEE CORP. WKYT LICENSEE CORP. WYMT LICENSEE CORP. KWTX-KBTX LICENSEE CORP. KXII LICENSEE CORP. XXXX TELEVISION MANAGEMENT, INC., ENCOAL CORPORATION, ENERZ CORPORATION, EVERGREEN MINING COMPANY, FAIRVIEW LAND COMPANY, FRANKLIN COAL SALES COMPANY, GRASSY COVE COAL MINING COMPANY, HERITAGE MINING COMPANY, HIGHLAND COAL, INC., XXXXX-XXXXX CO., INC., XXXXXX COAL COMPANY, XXXXXX RESOURCES, INC., XXXXXX RESOURCES MANAGEMENT, INC., MEADOWLARK, INC., MEGA MINERALS, INC., MIDWEST COAL SALES COMPANY, MID-VOL LEASING. XXXX MIDAMERICA HOLDINGS, INC. MINING TECHNOLOGIES, INC., MOUNTAIN-CLAY, INCORPORATED (d/b/a Mountain Clay, Inc.), PHOENIX LAND COMPANY, PREMIUM PROCESSING, INC., PREMIUM COAL DEVELOPMENT COMPANY, PRO-LANDXXXX PUBLISHING, INC. (d/b/a Kem Coal Company) R. & F. COAL COMPANY, RIVER COAL COMPANYXXXX DIGITAL, INC., ROARING CREEK COAL COMPANY, SHIPYARD RIVER COAL TERMINAL COMPANY, STRAIGHT CREEK COAL RESOURCES COMPANY, TENNESSEE MINING. KWTX-KBTX LP CORP. KXII LP CORP. PORTA-PHONE PAGING LICENSEE CORP. KXII L.P. KWTX-KBTX L.P. LYNQX COMMUNICATIONS, INC., TURRIS COAL COMPANY, WYOMING COAL TECHNOLOGY, INC., XXXXXXX COAL HOLDING COMPANY, XXXXXXX ENVIRONMENTAL SERVICES COMPANY, ZENERGY, INC., each as Guarantor By: /s/ Xxxx X. Xxxx ________________________________ Name: Xxxx X. Xxxx Title: BEECH COAL COMPANY, CANNELTON, INC., CANNELTON INDUSTRIES, INC., CANNELTON LAND COMPANY, CANNELTON SALES COMPANY, XXXX COAL & DOCK COMPANY, XXXXXX HOLDINGS, INC., KANAWHA CORPORATION, KINDILL HOLDING, INC., KINDILL MINING, INC., MIDWEST COAL COMPANY , MOUNTAINEER COAL DEVELOPMENT COMPANY, MOUNTAIN COALS CORPORATION, OLD BEN COAL COMPANY, WEST VIRGINIA-INDIANA COAL HOLDING COMPANY, INC., each as Guarantor By: /s/ Xxxxxxx X. Xxxxxxxxx _______________________________ Name: Xxxxxxx X. Xxxxxxxxx Title: BENTLEY COAL COMPANY, SKYLINE COAL COMPANY, KENTUCKY PRINCE MINING COMPANY, each as Guarantor By: GRASSY COVE COAL MINING COMPANY, ROARING CREEK COAL COMPANY, each as General Partner of . For each of the entities listed above above: By: /s/ Xxxx X. Xxxx _________________________________ --------------------------------------- Name: Xxxx X. Xxxx Title: NUCOAL, LLC, as Guarantor By: AMERICOAL DEVELOPMENT COMPANY ENCOAL CORPORATION each as Member By: /s/ Xxxx X. Xxxx _________________________________ Name: Xxxx X. Xxxx Title: STATE STREET BANK AND TRUST COMPANY, as Trustee By: /s/ Xxxxx X. Xxxxxx _________________________________ Name: Xxxxx X. Xxxxxx Title: Vice President EXHIBIT A-1 (FACE OF NOTE) ===============================================================================:

Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table 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 of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof. SIGNATURES Dated as Executed this 25th day of December 14April, 1998 AEI RESOURCES2001. BEVEXXX XXXERPRISES, INC. By: /s/ Xxxx X. Xxxx ________________________ Schuxxxx Xxxxxxxxxxxxx, Xx. ------------------------------------------ Name: Xxxx X. Xxxx Schuxxxx Xxxxxxxxxxxxx, Xx. Title: Confirmed Senior Vice President and agreed to as Guarantors: 17 WEST MINING, INC., ACECO, INC., XXXXXXXXX MINING, INC., AEI COAL SALES COMPANY, INC., AEI HOLDING COMPANY, INC. AEI RESOURCES HOLDING, INC., AMERICOAL DEVELOPMENT COMPANY, APPALACHIAN REALTY COMPANY, AYRSHIRE LAND COMPANY, BELLAIRE TRUCKING COMPANY, BLUEGRASS COAL DEVELOPMENT COMPANY, BOWIE RESOURCES LIMITED CC COAL COMPANY, COAL VENTURES HOLDING COMPANY, INC., EAST KENTUCKY ENERGY CORPORATION, EMPLOYEE BENEFITS MANAGEMENT, INC., ENCOAL CORPORATION, ENERZ CORPORATION, EVERGREEN MINING COMPANY, FAIRVIEW LAND COMPANY, FRANKLIN COAL SALES COMPANY, GRASSY COVE COAL MINING COMPANY, HERITAGE MINING COMPANY, HIGHLAND COAL, INC., XXXXX-XXXXX CO., INC., XXXXXX COAL COMPANY, XXXXXX RESOURCES, INC., XXXXXX RESOURCES MANAGEMENT, INC., MEADOWLARK, INC., MEGA MINERALS, INC., MIDWEST COAL SALES COMPANY, MID-VOL LEASING, INC. MINING TECHNOLOGIES, INC., MOUNTAIN-CLAY, INCORPORATED (d/b/a Mountain Clay, Inc.), PHOENIX LAND COMPANY, PREMIUM PROCESSING, INC., PREMIUM COAL DEVELOPMENT COMPANY, PRO-LAND, INC. (d/b/a Kem Coal Company) R. & F. COAL COMPANY, RIVER COAL COMPANY, INC., ROARING CREEK COAL COMPANY, SHIPYARD RIVER COAL TERMINAL COMPANY, STRAIGHT CREEK COAL RESOURCES COMPANY, TENNESSEE MINING, INC., TURRIS COAL COMPANY, WYOMING COAL TECHNOLOGY, INC., XXXXXXX COAL HOLDING COMPANY, XXXXXXX ENVIRONMENTAL SERVICES COMPANY, ZENERGY, INC., each as Guarantor By: /s/ Xxxx X. Xxxx ________________________________ Name: Xxxx X. Xxxx Title: BEECH COAL COMPANY, CANNELTON, INC., CANNELTON INDUSTRIES, INC., CANNELTON LAND COMPANY, CANNELTON SALES COMPANY, XXXX COAL & DOCK COMPANY, XXXXXX HOLDINGS, INC., KANAWHA CORPORATION, KINDILL HOLDING, INC., KINDILL MINING, INC., MIDWEST COAL COMPANY , MOUNTAINEER COAL DEVELOPMENT COMPANY, MOUNTAIN COALS CORPORATION, OLD BEN COAL COMPANY, WEST VIRGINIA-INDIANA COAL HOLDING COMPANY, INC., each as Guarantor By: /s/ Xxxxxxx X. Xxxxxxxxx _______________________________ Name: Xxxxxxx X. Xxxxxxxxx Title: BENTLEY COAL COMPANY, SKYLINE COAL COMPANY, KENTUCKY PRINCE MINING COMPANY, each as Guarantor By: GRASSY COVE COAL MINING COMPANY, ROARING CREEK COAL COMPANY, each as General Partner of each of the entities listed above By: /s/ Xxxx X. Xxxx _________________________________ Name: Xxxx X. Xxxx Title: NUCOAL, LLC, as Guarantor By: AMERICOAL DEVELOPMENT COMPANY ENCOAL CORPORATION each as Member By: /s/ Xxxx X. Xxxx _________________________________ Name: Xxxx X. Xxxx Title: STATE STREET Treasurer THE BANK AND TRUST COMPANYOF NEW YORK, as Trustee By: /s/ Xxxxx Robexx X. Xxxxxx _________________________________ Xxxxxxxxxx ------------------------------------------ Name: Xxxxx Robexx X. Xxxxxx Xxxxxxxxxx Title: Assistant Vice President GUARANTORS LISTED ON SCHEDULE I HERETO By: /s/ John X. XxxXxxxxx ------------------------------------------ Name: John X. XxxXxxxxx Title: Vice President and Secretary of each Guarantor SCHEDULE I GUARANTORS Employer State of Corporation ID Number Incorporation ----------- --------- ------------- AEGIS Therapies, Inc. (f/k/a Bevexxx Xxxabilitation, Inc.) 71-0000000 Delaware AGI-Camelot, Inc. 43-1000000 Missouri Arborland Management Company, Inc. 58-2000000 South Carolina Associated Physical Therapy Practitioners, Inc. 23-2000000 Pennsylvania Bevexxx Xxxisted Living, Inc. 71-0000000 Delaware Bevexxx - Xxxxx Xxxta Holding, Inc. 71-0000000 Delaware Bevexxx - Xxxxxxx Xxxdings, Inc. 71-0000000 Delaware Bevexxx-Xxxianapolis, LLC 71-0000000 Indiana Bevexxx - Xissouri Valley Holding, Inc. 71-0000000 Delaware Bevexxx - Xlant City Holdings, Inc. 71-0000000 Delaware Bevexxx - Xapid City Holding, Inc. 71-0000000 Delaware Bevexxx - Xamarac Holdings, Inc. 71-0000000 Delaware Bevexxx - Xampa Holdings, Inc. 71-0000000 Delaware Bevexxx Xxxnical, Inc. 71-0000000 Delaware Bevexxx Xxxerprises International Limited 95-3000000 California Bevexxx Xxxerprises - Alabama, Inc. 95-3000000 California Bevexxx Xxxerprises - Arizona, Inc. 95-3000000 California Bevexxx Xxxerprises - Arkansas, Inc. 95-3000000 California Bevexxx Xxxerprises - California, Inc. 95-2000000 California Employer State of Corporation ID Number Incorporation ----------- --------- ------------- Bevexxx Xxxerprises - Colorado, Inc. 95-3000000 California Bevexxx Xxxerprises - Connecticut, Inc. 95-3000000 California Bevexxx Xxxerprises - Delaware, Inc. 95-3000000 California Bevexxx Xxxerprises - Distribution Services, Inc. 95-4000000 California Bevexxx Xxxerprises - District of Columbia, Inc. 95-3000000 California Bevexxx Xxxerprises - Florida, Inc. 95-3000000 California Bevexxx Xxxerprises - Garden Terrace, Inc. 95-3000000 California Bevexxx Xxxerprises - Georgia, Inc. 95-3000000 California Bevexxx Xxxerprises - Hawaii, Inc. 95-3000000 California Bevexxx Xxxerprises - Idaho, Inc. 95-3000000 California Bevexxx Xxxerprises - Illinois, Inc. 95-3000000 California Bevexxx Xxxerprises - Indiana, Inc. 95-3000000 California Bevexxx Xxxerprises - Iowa, Inc. 95-3000000 California Bevexxx Xxxerprises - Kansas, Inc. 95-3000000 California Bevexxx Xxxerprises - Kentucky, Inc. 95-3000000 California Bevexxx Xxxerprises - Louisiana, Inc. 95-3000000 California Bevexxx Xxxerprises - Maine, Inc. 95-3000000 California Bevexxx Xxxerprises - Maryland, Inc. 95-3000000 California Bevexxx Xxxerprises - Massachusetts, Inc. 95-3000000 California Bevexxx Xxxerprises - Michigan, Inc. 95-3000000 California Bevexxx Xxxerprises - Minnesota, Inc. 95-3000000 California 91 -3- Employer State of Corporation ID Number Incorporation ----------- --------- ------------- Bevexxx Xxxerprises - Mississippi, Inc. 95-3000000 California Bevexxx Xxxerprises - Missouri, Inc. 95-3000000 California Bevexxx Xxxerprises - Montana, Inc. 95-3000000 California Bevexxx Xxxerprises - Nebraska, Inc. 95-3000000 California Bevexxx Xxxerprises - Nevada, Inc. 95-3000000 California Bevexxx Xxxerprises - New Hampshire, Inc. 95-3000000 California Bevexxx Xxxerprises - New Jersey, Inc. 95-3000000 California Bevexxx Xxxerprises - New Mexico, Inc. 95-3000000 California Bevexxx Xxxerprises - North Carolina, Inc. 95-3000000 California Bevexxx Xxxerprises - North Dakota, Inc. 95-3000000 California Bevexxx Xxxerprises - Ohio, Inc. 95-3000000 California Bevexxx Xxxerprises - Oklahoma, Inc. 95-3000000 California Bevexxx Xxxerprises - Oregon, Inc. 95-3000000 California Bevexxx Xxxerprises - Pennsylvania, Inc. 95-3000000 California Bevexxx Xxxerprises - Rhode Island, Inc. 95-3000000 California Bevexxx Xxxerprises - South Carolina, Inc. 95-3000000 California Bevexxx Xxxerprises - Tennessee, Inc. 95-3000000 California Bevexxx Xxxerprises - Texas, Inc. 95-3000000 California Bevexxx Xxxerprises - Utah, Inc. 95-3000000 California Bevexxx Xxxerprises - Vermont, Inc. 95-3000000 California Bevexxx Xxxerprises - Virginia, Inc. 95-3000000 California -4- Employer State of Corporation ID Number Incorporation ----------- --------- ------------- Bevexxx Xxxerprises - Washington, Inc. 95-3000000 California Bevexxx Xxxerprises - West Virginia, Inc. 95-3000000 California Bevexxx Xxxerprises - Wisconsin, Inc. 95-3000000 California Bevexxx Xxxerprises - Wyoming, Inc. 95-3000000 California Bevexxx Xxxlth and Rehabilitation Services, Inc. 95-2000000 California Bevexxx Xxxlthcare, LLC 71-0000000 Indiana Bevexxx Xxxlthcare Acquisition, Inc. 71-0000000 Delaware Bevexxx Xxxlthcare - California, Inc. 95-3000000 California Bevexxx Xxxdings I, Inc. 71-0000000 Delaware Bevexxx Xxxemnity, Ltd. 71-0000000 Vermont Bevexxx Xxxor Inc. of Hawaii 99-0000000 California Bevexxx Xxxl Estate Holdings, Inc. 71-0000000 Delaware Bevexxx Xxxana Cay Manor, Inc. 95-4000000 California Carrollton Physical Therapy Clinic, Inc. 75-2000000 Texas Commercial Management, Inc. 42-0000000 Iowa Community Care, Inc. 56-1000000 North Carolina Compassion and Personal Care Services, Inc. 56-1000000 North Carolina Eastern Home Health Supply & Equipment Co., Inc. 56-1000000 North Carolina Greenville Rehabilitation Services, Inc. 75-2000000 Texas Hallmark Convalescent Homes, Inc. 41-1000000 Michigan HomeCare Preferred Choice, Inc. 62-1000000 Delaware Employer State of Corporation ID Number Incorporation ----------- --------- ------------- Home Health and Rehabilitation Services, Inc. 75-2000000 Texas Hospice of Eastern Carolina, Inc. 56-1000000 North Carolina Hospice Preferred Choice, Inc. 71-0000000 Delaware HTHC Holdings, Inc. 71-0000000 Delaware Las Colinas Physical Therapy Center, Inc. 75-2000000 Texas Liberty Nursing Homes, Incorporated 54-0000000 Virginia MATRIX Occupational Health, Inc. 58-2000000 Delaware MATRIX Rehabilitation, Inc. 71-0000000 Delaware MATRIX Rehabilitation - Delaware, Inc. 71-0000000 Delaware MATRIX Rehabilitation - Georgia, Inc. 58-2000000 Delaware MATRIX Rehabilitation - Maryland, Inc. 71-0000000 Delaware MATRIX Rehabilitation - Ohio, Inc. 71-0000000 Delaware MATRIX Rehabilitation - South Carolina, Inc. 73-1000000 Delaware MATRIX Rehabilitation - Texas, Inc. 73-1000000 Delaware MATRIX Rehabilitation - Washington, Inc. 58-2000000 Delaware Medical Arts Health Facility of Lawrenceville, Inc. 58-1000000 Georgia Moderncare of Lumberton, Inc. 56-1000000 North Carolina Nebraska City S-C-H, Inc. 41-1000000 Nebraska Network for Physical Therapy, Inc. 74-2000000 Texas North Dallas Physical Therapy Associates, Inc. 75-2000000 Texas Employer State of Corporation ID Number Incorporation ----------- --------- ------------- Petexxxx Xxxlth Care, Inc. 59-2000000 Florida PT NET, Inc. 62-1000000 Tennessee PT Net (Colorado), Inc. 84-1000000 Colorado Rehabilitation Associates of Lafayette, Inc. 72-1000000 Louisiana South Alabama Nursing Home, Inc. 95-3000000 Alabama South Dakota - Bevexxx Xxxerprises, Inc. 95-3000000 California Spectra Healthcare Alliance, Inc. 71-0000000 Delaware Tar Heel Infusion Company, Inc. 56-1000000 North Carolina The Parks Physical Therapy and Work Hardening Center, Inc. 75-2000000 Texas Theraphysics Corp. 13-3000000 Delaware Theraphysics of New York IPA, Inc. 71-0000000 New York Theraphysics Partners of Colorado, Inc. 51-0000000 Delaware Theraphysics Partners of Texas, Inc. 62-1000000 Delaware Theraphysics Partners of Western Pennsylvania, Inc. 23-2000000 Delaware TMD Disposition Company 59-3000000 Florida Vantage Healthcare Corporation 35-1000000 Delaware 95 EXHIBIT A-1 A THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (FACE THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF NOTEANY STATE OR OTHER JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION. THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF, AGREES ON ITS OWN BEHALF AND ON THE BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASED SECURITIES, TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE "RESALE RESTRICTION TERMINATION DATE") ===============================================================================THAT IS TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE ISSUER OR ANY AFFILIATE OF THE ISSUER WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSR OF SUCH SECURITY), ONLY (A) TO THE ISSUER, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELEGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT, TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, (E) TO AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT THAT IS AN INSTITUTIONAL ACCREDITED INVESTOR ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL ACCREDITED INVESTOR, IN EACH CASE IN A MINIMUM PRINCIPAL AMOUNT OF THE SECURITIES OF $250,000 OF SECURITIES, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO OR FOR OFFER OR SALE IN CONNECTION WITH ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, OR (F) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE ISSUER'S AND THE TRUSTEE'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSES (D), (E) OR (F) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE. THIS GLOBAL SECURITY IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS SECURITY) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.6 OF THE INDENTURE, (II) THIS GLOBAL SECURITY MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.6(a) OF THE INDENTURE, (III) THIS GLOBAL SECURITY MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (IV) THIS GLOBAL SECURITY MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY. 9 5/8% SENIOR NOTE DUE 2009 CUSIP: No. 001 $200,000,000 BEVEXXX XXXERPRISES, INC. promises to pay to CEDE & CO. or its registered assigns, the principal sum of TWO HUNDRED MILLION Dollars on April 15, 2009. Interest Payment Dates: April 15 and October 15, commencing October 15, 2001 Record Dates: April 1 and October 1 (whether or not a Business Day). BEVEXXX XXXERPRISES, INC. By: ------------------------------------ Name: Title: By: ------------------------------------ Name: Title: Dated: April 25, 2001 Trustee's Certificate of Authentication: This is one of the Securities referred to in the within-mentioned Indenture: THE BANK OF NEW YORK, as Trustee By: --------------------------------- Authorized Signatory A-3 98 (BACK OF SECURITY) 9 5/8% SENIOR NOTE DUE 2009 Capitalized terms used herein have the meanings assigned to them in the Indenture (as defined below) unless otherwise indicated.

Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table and Headings headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part of this Indenture and shall will in no way modify or restrict any of the terms or provisions hereof. SIGNATURES Dated as of December 1431, 1998 AEI RESOURCES, INC. 2003 METALDYNE CORPORATION By: /s/ Xxxx X. Xxxx ____________Timothy D. Leuliette ------------------------------------ Name: Timothy D. Leuliette Title: Xxxxxxxx, Xxxxxxxxt & CEO EACH OF THE GUARANTORS LISTED ON SCHEDULE I HERETO: By: /s/ Timothy D. Leuliette ------------------------------------ Name: Timothy D. Leuliette Title: Xxxxxxxx, Xxxxxxxxt & CEO Schedule I SCHEDULE OF GUARANTORS The following schedule lists each Guarantor under the Indenture as of the date of the Indenture: ER Acquisition Corp. GMTI Holding Company Halyard Aviation Services, Inc. MASG Disposition, Inc. MASX Energy Services Group, Inc. Metaldyne Accura Tool & Mold, Inc. Metaldyne Company LLC Metaldyne DuPage Die Casting Corporation Metaldyne Europe, Inc. Metaldyne European Holdings Inc. Metaldyne Lester Precision Die Casting, Inc. Metaldyne Lixxx Xxtals Company, Inc. Metaldyne Machining and Assembly Company, Inc. Metaldyne Precision Forming-Fort Wayne, Inc. Metaldyne Services, Inc. Metaldyne Sintered Components of Indiana, Inc. Metaldyne Sintered Components, LLC Metaldyne Tubular Products, Inc. Metaldyne U.S. Holding Co. Precision Headed Products, Inc. Punchcraft Company Stahl International, Inc. X.C. McCurdy & Co. Windfall Products, Inx. Windfall Specialty Powders, Inc. EXHIBIT A A-1 [Face of Note] -------------------------------------------------------------------------------- CUSIP/CINS ____________ Name: Xxxx X. Xxxx Title: Confirmed and agreed 10% [Series A] [Series B] Senior Subordinated Notes due 2014 No. _____ $__________ METALDYNE CORPORATION promises to as Guarantors: 17 WEST MINING, INC., ACECO, INC., XXXXXXXXX MINING, INC., AEI COAL SALES COMPANY, INC., AEI HOLDING COMPANY, INC. AEI RESOURCES HOLDING, INC., AMERICOAL DEVELOPMENT COMPANY, APPALACHIAN REALTY COMPANY, AYRSHIRE LAND COMPANY, BELLAIRE TRUCKING COMPANY, BLUEGRASS COAL DEVELOPMENT COMPANY, BOWIE RESOURCES LIMITED CC COAL COMPANY, COAL VENTURES HOLDING COMPANY, INC., EAST KENTUCKY ENERGY CORPORATION, EMPLOYEE BENEFITS MANAGEMENT, INC., ENCOAL CORPORATION, ENERZ CORPORATION, EVERGREEN MINING COMPANY, FAIRVIEW LAND COMPANY, FRANKLIN COAL SALES COMPANY, GRASSY COVE COAL MINING COMPANY, HERITAGE MINING COMPANY, HIGHLAND COAL, INC., XXXXX-XXXXX CO., INC., XXXXXX COAL COMPANY, XXXXXX RESOURCES, INC., XXXXXX RESOURCES MANAGEMENT, INC., MEADOWLARK, INC., MEGA MINERALS, INC., MIDWEST COAL SALES COMPANY, MID-VOL LEASING, INC. MINING TECHNOLOGIES, INC., MOUNTAIN-CLAY, INCORPORATED (d/b/a Mountain Clay, Inc.), PHOENIX LAND COMPANY, PREMIUM PROCESSING, INC., PREMIUM COAL DEVELOPMENT COMPANY, PRO-LAND, INC. (d/b/a Kem Coal Company) R. & F. COAL COMPANY, RIVER COAL COMPANY, INC., ROARING CREEK COAL COMPANY, SHIPYARD RIVER COAL TERMINAL COMPANY, STRAIGHT CREEK COAL RESOURCES COMPANY, TENNESSEE MINING, INC., TURRIS COAL COMPANY, WYOMING COAL TECHNOLOGY, INC., XXXXXXX COAL HOLDING COMPANY, XXXXXXX ENVIRONMENTAL SERVICES COMPANY, ZENERGY, INC., each as Guarantor By: /s/ Xxxx X. Xxxx pay to ________________________________ Name: Xxxx X. Xxxx Title: BEECH COAL COMPANY, CANNELTON, INC., CANNELTON INDUSTRIES, INC., CANNELTON LAND COMPANY, CANNELTON SALES COMPANY, XXXX COAL & DOCK COMPANY, XXXXXX HOLDINGS, INC., KANAWHA CORPORATION, KINDILL HOLDING, INC., KINDILL MINING, INC., MIDWEST COAL COMPANY , MOUNTAINEER COAL DEVELOPMENT COMPANY, MOUNTAIN COALS CORPORATION, OLD BEN COAL COMPANY, WEST VIRGINIA-INDIANA COAL HOLDING COMPANY, INC., each as Guarantor By: /s/ Xxxxxxx X. Xxxxxxxxx _______________________________ Name: Xxxxxxx X. Xxxxxxxxx Title: BENTLEY COAL COMPANY, SKYLINE COAL COMPANY, KENTUCKY PRINCE MINING COMPANY, each as Guarantor By: GRASSY COVE COAL MINING COMPANY, ROARING CREEK COAL COMPANY, each as General Partner of each of the entities listed above By: /s/ Xxxx X. Xxxx _________________________________ Name: Xxxx X. Xxxx Title: NUCOALor registered assigns, LLC, as Guarantor By: AMERICOAL DEVELOPMENT COMPANY ENCOAL CORPORATION each as Member By: /s/ Xxxx X. Xxxx the principal sum of ___________________________________________________________ Dollars on January 15, 2014 Interest Payment Dates: January 15 and July 15 Record Dates: January 1 and July 1 Dated: December 31, 2003 METALDYNE CORPORATION By: Name: Xxxx X. Xxxx Title: STATE STREET BANK AND TRUST COMPANY[This is one of the Notes referred to in the within-mentioned Indenture: [ ], as Trustee By: /s/ Xxxxx X. Xxxxxx _________________________________ Name: Xxxxx X. Xxxxxx Title: Vice President EXHIBIT A-1 (FACE OF NOTE) ===============================================================================Authorized Signatory] -------------------------------------------------------------------------------- [Back of Note] 10% [Series A] [Series B] Senior Subordinated Notes due 2014 [Insert the Global Note Legend, if applicable pursuant to the provisions of the Indenture] [Insert the Private Placement Legend, if applicable pursuant to the provisions of the Indenture] Capitalized terms used herein have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

Table of Contents, Headings, etc. The Table of Contents, -------------------------------- Cross-Reference Table 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 of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof. SIGNATURES Dated as of December 14April 15, 1998 AEI RESOURCES1999 Very truly yours, JUST FOR FEET, INC. By: /s/ Xxxx X. Xxxx ________________________ -------------------------------- Name: Xxxx X. Xxxx Title: Confirmed and agreed to as Guarantors: 17 WEST MINING, INC., ACECO, INC., XXXXXXXXX MINING, INC., AEI COAL SALES COMPANY, INC., AEI HOLDING COMPANYExecutive Vice President SNEAKER STADIUM, INC. AEI RESOURCES HOLDING, INC., AMERICOAL DEVELOPMENT COMPANY, APPALACHIAN REALTY COMPANY, AYRSHIRE LAND COMPANY, BELLAIRE TRUCKING COMPANY, BLUEGRASS COAL DEVELOPMENT COMPANY, BOWIE RESOURCES LIMITED CC COAL COMPANY, COAL VENTURES HOLDING COMPANY, INC., EAST KENTUCKY ENERGY CORPORATION, EMPLOYEE BENEFITS MANAGEMENT, INC., ENCOAL CORPORATION, ENERZ CORPORATION, EVERGREEN MINING COMPANY, FAIRVIEW LAND COMPANY, FRANKLIN COAL SALES COMPANY, GRASSY COVE COAL MINING COMPANY, HERITAGE MINING COMPANY, HIGHLAND COAL, INC., XXXXX-XXXXX CO., INC., XXXXXX COAL COMPANY, XXXXXX RESOURCES, INC., XXXXXX RESOURCES MANAGEMENT, INC., MEADOWLARK, INC., MEGA MINERALS, INC., MIDWEST COAL SALES COMPANY, MID-VOL LEASING, INC. MINING TECHNOLOGIES, INC., MOUNTAIN-CLAY, INCORPORATED (d/b/a Mountain Clay, Inc.), PHOENIX LAND COMPANY, PREMIUM PROCESSING, INC., PREMIUM COAL DEVELOPMENT COMPANY, PRO-LAND, INC. (d/b/a Kem Coal Company) R. & F. COAL COMPANY, RIVER COAL COMPANY, INC., ROARING CREEK COAL COMPANY, SHIPYARD RIVER COAL TERMINAL COMPANY, STRAIGHT CREEK COAL RESOURCES COMPANY, TENNESSEE MINING, INC., TURRIS COAL COMPANY, WYOMING COAL TECHNOLOGY, INC., XXXXXXX COAL HOLDING COMPANY, XXXXXXX ENVIRONMENTAL SERVICES COMPANY, ZENERGY, INC., each as Guarantor By: /s/ Xxxx X. Xxxx ________________________________ -------------------------------- Name: Xxxx X. Xxxx Title: BEECH COAL COMPANY, CANNELTONVice President JUST FOR FEET OF TEXAS, INC., CANNELTON INDUSTRIES, INC., CANNELTON LAND COMPANY, CANNELTON SALES COMPANY, XXXX COAL & DOCK COMPANY, XXXXXX HOLDINGS, INC., KANAWHA CORPORATION, KINDILL HOLDING, INC., KINDILL MINING, INC., MIDWEST COAL COMPANY , MOUNTAINEER COAL DEVELOPMENT COMPANY, MOUNTAIN COALS CORPORATION, OLD BEN COAL COMPANY, WEST VIRGINIA-INDIANA COAL HOLDING COMPANY, INC., each as Guarantor By: /s/ Xxxxxxx X. Xxxxxxxxx _______________________________ Name: Xxxxxxx X. Xxxxxxxxx Title: BENTLEY COAL COMPANY, SKYLINE COAL COMPANY, KENTUCKY PRINCE MINING COMPANY, each as Guarantor By: GRASSY COVE COAL MINING COMPANY, ROARING CREEK COAL COMPANY, each as General Partner of each of the entities listed above . By: /s/ Xxxx X. Xxxx _________________________________ -------------------------------- Name: Xxxx X. Xxxx Title: NUCOALVice President JUST FOR FEET OF NEVADA, LLC, as Guarantor By: AMERICOAL DEVELOPMENT COMPANY ENCOAL CORPORATION each as Member INC. By: /s/ Xxxx X. Xxxx _________________________________ -------------------------------- Name: Xxxx X. Xxxx Title: STATE STREET Vice President JUST FOR FEET SPECIALTY STORES, INC. By: /s/ Xxxx X. Xxxx --------------------------------- Name: Xxxx X. Xxxx Title: Vice President SNKR HOLDING CORP. By: /s/ Xxxx X. Xxxx --------------------------------- Name: Xxxx X. Xxxx Title: Vice President ATHLETIC ATTIC MARKETING, INC. By: /s/ Xxxx X. Xxxx --------------------------------- Name: Xxxx X. Xxxx Title: Vice President THE BANK AND TRUST COMPANYOF NEW YORK, as Trustee By: /s/ Xxxxx X. Xxxxxx _________________________________ Xxxxxxxx --------------------------------- Name: Xxxxx X. Xxxxxx Xxxxxxxx Title: Vice President Assistant Treasurer EXHIBIT A-1 (FACE OF NOTE) A ================================================================================ CUSIP/CINS 11% Senior Subordinated Notes due 2009 No. ___ JUST FOR FEET, INC. promises to pay to CEDE & CO., or registered assigns, the principal sum of TWO HUNDRED MILLION Dollars on May 1, 2009.

Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table 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 of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof. SIGNATURES [INDENTURE SIGNATURE PAGES FOLLOW] [INDENTURE SIGNATURE PAGES] Dated as of December 14Xxxxx 00, 1998 AEI RESOURCES0000 XXXX OPERATING CORP. By: /s/ Xxxxx Xxxxx -------------------------- Name: Title: DURA AUTOMOTIVE SYSTEMS, INC. By: /s/ Xxxx X. Xxxx ________________________ Xxxxx Xxxxx -------------------------- Name: Xxxx X. Xxxx Title: Confirmed and agreed to as Guarantors: 17 WEST MINING, INC., ACECO, INC., XXXXXXXXX MINING, INC., AEI COAL SALES COMPANY, INC., AEI HOLDING COMPANYDURA AUTOMOTIVE SYSTEMS, INC. AEI RESOURCES HOLDING, COLUMN SHIFTER OPERATIONS UNIVERSAL TOOL & STAMPING COMPANY INC., AMERICOAL DEVELOPMENT COMPANY, APPALACHIAN REALTY COMPANY, AYRSHIRE LAND COMPANY, BELLAIRE TRUCKING COMPANY, BLUEGRASS COAL DEVELOPMENT COMPANY, BOWIE RESOURCES LIMITED CC COAL COMPANY, COAL VENTURES HOLDING COMPANY, INC., EAST KENTUCKY ENERGY CORPORATION, EMPLOYEE BENEFITS MANAGEMENT, INC., ENCOAL CORPORATION, ENERZ CORPORATION, EVERGREEN MINING COMPANY, FAIRVIEW LAND COMPANY, FRANKLIN COAL SALES COMPANY, GRASSY COVE COAL MINING COMPANY, HERITAGE MINING COMPANY, HIGHLAND COAL, INC., XXXXX-XXXXX CO., INC., XXXXXX COAL COMPANY, XXXXXX RESOURCES, INC., XXXXXX RESOURCES MANAGEMENT, INC., MEADOWLARK, INC., MEGA MINERALS, INC., MIDWEST COAL SALES COMPANY, MID-VOL LEASING. DURA AUTOMOTIVE SYSTEMS CABLE OPERATIONS, INC. MINING TECHNOLOGIES, INC., MOUNTAIN-CLAY, INCORPORATED (d/b/a Mountain Clay, Inc.), PHOENIX LAND COMPANY, PREMIUM PROCESSING, INC., PREMIUM COAL DEVELOPMENT COMPANY, PRO-LANDADWEST ELECTRONICS, INC. (d/b/a Kem Coal Company) R. & F. COAL COMPANY, RIVER COAL COMPANYADWEST WESTERN AUTOMOTIVE, INC.. X.E. CO. EXCEL OF TENNESSEE, ROARING CREEK COAL COMPANY, SHIPYARD RIVER COAL TERMINAL COMPANY, STRAIGHT CREEK COAL RESOURCES COMPANY, TENNESSEE MININGL.P. EXCEL CORPORATION EXCEL INDUSTRIES OF MICHIGAN, INC., TURRIS COAL COMPANY, WYOMING COAL TECHNOLOGY, INC., XXXXXXX COAL HOLDING COMPANY, XXXXXXX ENVIRONMENTAL SERVICES COMPANY, ZENERGY, INC., each as Guarantor By: /s/ Xxxx X. Xxxx ________________________________ Name: Xxxx X. Xxxx Title: BEECH COAL COMPANY, CANNELTON, INC., CANNELTON . XXXXXXXX INDUSTRIES, INC., CANNELTON LAND COMPANY, CANNELTON SALES COMPANY, XXXX COAL & DOCK COMPANY, . XXXXXX HOLDINGSINDUSTRIES, INC., KANAWHA CORPORATION, KINDILL HOLDING. HYDRO FLAME CORPORATION XXXXXX AUTOMOTIVE INC. XXXX I MOLDED PLASTICS, INC., KINDILL MINING. XXXX I MOLDED PLASTICS OF TENNESSEE, INC., MIDWEST COAL COMPANY , MOUNTAINEER COAL DEVELOPMENT COMPANY, MOUNTAIN COALS CORPORATION, OLD BEN COAL COMPANY, WEST VIRGINIA-INDIANA COAL HOLDING COMPANY, INC., each as Guarantor By: /s/ Xxxxxxx X. Xxxxxxxxx _______________________________ Name: Xxxxxxx X. Xxxxxxxxx Title: BENTLEY COAL COMPANY, SKYLINE COAL COMPANY, KENTUCKY PRINCE MINING COMPANY, each as Guarantor By: GRASSY COVE COAL MINING COMPANY, ROARING CREEK COAL COMPANY, each as General Partner of each of the entities listed above By: /s/ Xxxx X. Xxxx _________________________________ Name: Xxxx X. Xxxx Title: NUCOAL, LLC, as Guarantor By: AMERICOAL DEVELOPMENT COMPANY ENCOAL CORPORATION each as Member By: /s/ Xxxx X. Xxxx _________________________________ Name: Xxxx X. Xxxx Title: STATE STREET BANK AND TRUST COMPANY, as Trustee . By: /s/ Xxxxx X. Xxxxxx _________________________________ Xxxxx -------------------------- Name: Xxxxx X. Xxxxxx Title: Vice President U.S. BANK TRUST NATIONAL ASSOCIATION By: /s/ X. Xxxxxxxx -------------------------- Name: Title: EXHIBIT A-1 A (FACE OF NOTE) ===============================================================================-------------------------------------------------------------------------------- -------------------------------------------------------------------------------- CUSIP ------------- ISIN -------------

Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table 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 of this Indenture and shall will in no way modify or restrict any of the terms or provisions hereof. SIGNATURES Dated as of December 14November 20, 1998 AEI RESOURCES2012 CYRUSONE LP By: CyrusOne GP, as the sole General Partner By: CyrusOne Inc., as the sole Trustee By: /s/ Xxxxxxxx X. Xxxxxx Name: Xxxxxxxx X. Xxxxxx Title: Chief Financial Officer and Treasurer CYRUSONE FINANCE CORP By: /s/ Xxxxxxxx X. Xxxxxx Name: Xxxxxxxx X. Xxxxxx Title: Chief Financial Officer and Treasurer CYRUSONE INC. By: /s/ Xxxxxxxx X. Xxxxxx Name: Xxxxxxxx X. Xxxxxx Title: Chief Financial Officer and Treasurer CYRUSONE FOREIGN HOLDINGS LLC By: /s/ Xxxxxxxx X. Xxxxxx Name: Xxxxxxxx X. Xxxxxx Title: Chief Financial Officer and Treasurer CYRUSONE TRS By: /s/ Xxxxxxxx X. Xxxxxx Name: Xxxxxxxx X. Xxxxxx Title: Chief Financial Officer and Treasurer CYRUSONE GP By: CyrusOne Inc., as the sole Trustee By: /s/ Xxxxxxxx X. Xxxxxx Name: Xxxxxxxx X. Xxxxxx Title: Chief Financial Officer and Treasurer XXXXX FARGO BANK, N.A. By: /s/ Xxxx X. Xxxxxxxxx Name: Xxxx X. Xxxxxxxxx Title: Vice President 95 EXHIBIT A [Face of Note] CUSIP/CINS ____________ 6.375% Senior Notes due 2022 No. ___ $________________________ Name: Xxxx X. Xxxx Title: Confirmed and agreed * CYRUSONE LP CYRUSONE FINANCE CORP. promises to as Guarantors: 17 WEST MININGpay to or registered assigns, INC., ACECO, INC., XXXXXXXXX MINING, INC., AEI COAL SALES COMPANY, INC., AEI HOLDING COMPANY, INC. AEI RESOURCES HOLDING, INC., AMERICOAL DEVELOPMENT COMPANY, APPALACHIAN REALTY COMPANY, AYRSHIRE LAND COMPANY, BELLAIRE TRUCKING COMPANY, BLUEGRASS COAL DEVELOPMENT COMPANY, BOWIE RESOURCES LIMITED CC COAL COMPANY, COAL VENTURES HOLDING COMPANY, INC., EAST KENTUCKY ENERGY CORPORATION, EMPLOYEE BENEFITS MANAGEMENT, INC., ENCOAL CORPORATION, ENERZ CORPORATION, EVERGREEN MINING COMPANY, FAIRVIEW LAND COMPANY, FRANKLIN COAL SALES COMPANY, GRASSY COVE COAL MINING COMPANY, HERITAGE MINING COMPANY, HIGHLAND COAL, INC., XXXXX-XXXXX CO., INC., XXXXXX COAL COMPANY, XXXXXX RESOURCES, INC., XXXXXX RESOURCES MANAGEMENT, INC., MEADOWLARK, INC., MEGA MINERALS, INC., MIDWEST COAL SALES COMPANY, MID-VOL LEASING, INC. MINING TECHNOLOGIES, INC., MOUNTAIN-CLAY, INCORPORATED (d/b/a Mountain Clay, Inc.), PHOENIX LAND COMPANY, PREMIUM PROCESSING, INC., PREMIUM COAL DEVELOPMENT COMPANY, PRO-LAND, INC. (d/b/a Kem Coal Company) R. & F. COAL COMPANY, RIVER COAL COMPANY, INC., ROARING CREEK COAL COMPANY, SHIPYARD RIVER COAL TERMINAL COMPANY, STRAIGHT CREEK COAL RESOURCES COMPANY, TENNESSEE MINING, INC., TURRIS COAL COMPANY, WYOMING COAL TECHNOLOGY, INC., XXXXXXX COAL HOLDING COMPANY, XXXXXXX ENVIRONMENTAL SERVICES COMPANY, ZENERGY, INC., each as Guarantor By: /s/ Xxxx X. Xxxx the principal sum of ________________________________ Name: Xxxx X. Xxxx Title: BEECH COAL COMPANY, CANNELTON, INC., CANNELTON INDUSTRIES, INC., CANNELTON LAND COMPANY, CANNELTON SALES COMPANY, XXXX COAL & DOCK COMPANY, XXXXXX HOLDINGS, INC., KANAWHA CORPORATION, KINDILL HOLDING, INC., KINDILL MINING, INC., MIDWEST COAL COMPANY , MOUNTAINEER COAL DEVELOPMENT COMPANY, MOUNTAIN COALS CORPORATION, OLD BEN COAL COMPANY, WEST VIRGINIA-INDIANA COAL HOLDING COMPANY, INC., each as Guarantor By: /s/ Xxxxxxx X. Xxxxxxxxx _______________________________ Name: Xxxxxxx X. Xxxxxxxxx Title: BENTLEY COAL COMPANY, SKYLINE COAL COMPANY, KENTUCKY PRINCE MINING COMPANY, each as Guarantor By: GRASSY COVE COAL MINING COMPANY, ROARING CREEK COAL COMPANY, each as General Partner of each of the entities listed above By: /s/ Xxxx X. Xxxx _________________________________ NameDOLLARS [(as such sum may be increased or decreased as set forth on the Schedule of Exchanges of Interest on the Global Notes attached hereto)] Use this only if the Note is a Global Note. on November 15, 2022. Interest Payment Dates: Xxxx X. Xxxx TitleMay 15 and November 15 Record Dates: NUCOAL, LLC, as Guarantor ByMay 1 and November 1 Dated: AMERICOAL DEVELOPMENT COMPANY ENCOAL CORPORATION each as Member By: /s/ Xxxx X. Xxxx _________________________________ CYRUSONE LP By: CyrusOne GP, as the sole General Partner By: CyrusOne Inc., as the sole Trustee By: Name: Xxxx X. Xxxx Title: STATE STREET CYRUSONE FINANCE CORP By: Name: Title: This is one of the Notes referred to in the within-mentioned Indenture: XXXXX FARGO BANK AND TRUST COMPANYN.A., as Trustee By: /s/ Xxxxx X. Xxxxxx _________________________________ Name: Xxxxx X. Xxxxxx Title: Vice President EXHIBIT A-1 (FACE OF NOTE) ===============================================================================Authorized Signatory [Back of Note] 6.375% Senior Notes due 2022 [Insert the Global Note Legend, if applicable pursuant to the provisions of the Indenture] [Insert the Private Placement Legend, if applicable pursuant to the provisions of the Indenture] [Insert the Regulation S Temporary Global Note Legend, if applicable pursuant to the provisions of the Indenture] Capitalized terms used herein have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table 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 of this Indenture and shall will in no way modify or restrict any of the terms or provisions hereof. SIGNATURES Dated as of December 14March 26, 1998 AEI RESOURCES2004 INTERACTIVE HEALTH LLC By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Chief Executive Officer and Chief Operating Officer INTERACTIVE HEALTH FINANCE CORP. By: Interactive Health LLC Its: Sole stockholder By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Chief Executive Officer INTERACTIVE HEALTH, INC. By: /s/ Xxxx X. Xxxx ________________________ Xxxxx Xxxxxx Name: Xxxx X. Xxxx Xxxxx Xxxxxx Title: Confirmed Chief Executive Officer and agreed to as Guarantors: 17 WEST MINING, INC., ACECO, INC., XXXXXXXXX MINING, INC., AEI COAL SALES COMPANY, INC., AEI HOLDING COMPANY, INC. AEI RESOURCES HOLDING, INC., AMERICOAL DEVELOPMENT COMPANY, APPALACHIAN REALTY COMPANY, AYRSHIRE LAND COMPANY, BELLAIRE TRUCKING COMPANY, BLUEGRASS COAL DEVELOPMENT COMPANY, BOWIE RESOURCES LIMITED CC COAL COMPANY, COAL VENTURES HOLDING COMPANY, INC., EAST KENTUCKY ENERGY CORPORATION, EMPLOYEE BENEFITS MANAGEMENT, INC., ENCOAL CORPORATION, ENERZ CORPORATION, EVERGREEN MINING COMPANY, FAIRVIEW LAND COMPANY, FRANKLIN COAL SALES COMPANY, GRASSY COVE COAL MINING COMPANY, HERITAGE MINING COMPANY, HIGHLAND COAL, INC., XXXXX-XXXXX CO., INC., XXXXXX COAL COMPANY, XXXXXX RESOURCES, INC., XXXXXX RESOURCES MANAGEMENT, INC., MEADOWLARK, INC., MEGA MINERALS, INC., MIDWEST COAL SALES COMPANY, MID-VOL LEASING, INC. MINING TECHNOLOGIES, INC., MOUNTAIN-CLAY, INCORPORATED (d/b/a Mountain Clay, Inc.), PHOENIX LAND COMPANY, PREMIUM PROCESSING, INC., PREMIUM COAL DEVELOPMENT COMPANY, PRO-LAND, INC. (d/b/a Kem Coal Company) R. & F. COAL COMPANY, RIVER COAL COMPANY, INC., ROARING CREEK COAL COMPANY, SHIPYARD RIVER COAL TERMINAL COMPANY, STRAIGHT CREEK COAL RESOURCES COMPANY, TENNESSEE MINING, INC., TURRIS COAL COMPANY, WYOMING COAL TECHNOLOGY, INC., XXXXXXX COAL HOLDING COMPANY, XXXXXXX ENVIRONMENTAL SERVICES COMPANY, ZENERGY, INC., each as Guarantor By: /s/ Xxxx X. Xxxx ________________________________ Name: Xxxx X. Xxxx Title: BEECH COAL COMPANY, CANNELTON, INC., CANNELTON INDUSTRIES, INC., CANNELTON LAND COMPANY, CANNELTON SALES COMPANY, XXXX COAL & DOCK COMPANY, XXXXXX HOLDINGS, INC., KANAWHA CORPORATION, KINDILL HOLDING, INC., KINDILL MINING, INC., MIDWEST COAL COMPANY , MOUNTAINEER COAL DEVELOPMENT COMPANY, MOUNTAIN COALS CORPORATION, OLD BEN COAL COMPANY, WEST VIRGINIA-INDIANA COAL HOLDING COMPANY, INC., each as Guarantor By: /s/ Xxxxxxx X. Xxxxxxxxx _______________________________ Name: Xxxxxxx X. Xxxxxxxxx Title: BENTLEY COAL COMPANY, SKYLINE COAL COMPANY, KENTUCKY PRINCE MINING COMPANY, each as Guarantor By: GRASSY COVE COAL MINING COMPANY, ROARING CREEK COAL COMPANY, each as General Partner of each of the entities listed above By: /s/ Xxxx X. Xxxx _________________________________ Name: Xxxx X. Xxxx Title: NUCOAL, LLC, as Guarantor By: AMERICOAL DEVELOPMENT COMPANY ENCOAL CORPORATION each as Member By: /s/ Xxxx X. Xxxx _________________________________ Name: Xxxx X. Xxxx Title: STATE STREET Chief Operating Officer U.S. BANK AND TRUST COMPANY, as Trustee NATIONAL ASSOCIATION By: /s/ Xxxxx X. Xxxxxx _________________________________ Name: Xxxxx X. Xxxxxx Title: Vice President EXHIBIT A-1 [Face of Note] THIS NOTE HAS BEEN ISSUED WITH ORIGINAL ISSUE DISCOUNT FOR U.S. FEDERAL INCOME TAX PURPOSES. FOR FURTHER INFORMATION REGARDING THE ISSUE PRICE, ISSUE DATE AND THE YIELD TO MATURITY OF THIS NOTE, THE HOLDER OF THIS NOTE SHOULD CONTACT THE OFFICE OF THE CHIEF FINANCIAL OFFICER OF INTERACTIVE HEALTH LLC AT (FACE OF NOTE000) ===============================================================================000-0000 AT ANY TIME BEGINNING 10 DAYS AFTER THE CLOSING. CUSIP/CINS 000000XX0 7¼% Senior Notes due 2011 No. $ INTERACTIVE HEALTH LLC INTERACTIVE HEALTH FINANCE CORP. promises to pay to [ ] or registered assigns, the principal sum of DOLLARS on April 1, 2011. Interest Payment Dates: April 1 and October 1 Record Dates: March 15 and September 15 Dated: March 26, 2004 INTERACTIVE HEALTH LLC INTERACTIVE HEALTH FINANCE CORP. By: Name: Title: This is one of the Notes referred to in the within-mentioned Indenture: U.S. BANK NATIONAL ASSOCIATION as Trustee By: Authorized Signatory A1-1 [Back of Note] 7¼% Senior Notes due 2011 [Insert the Global Note Legend, if applicable pursuant to the provisions of the Indenture] [Insert the Private Placement Legend, if applicable pursuant to the provisions of the Indenture] Capitalized terms used herein have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table 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 of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof. SIGNATURES Dated as of December 14January 15, 1998 AEI RESOURCES, INC. Centennial Communications Corp. /s/ XXXXXXX X. XXXXXX By: /s/ Xxxx X. Xxxx ________________________ Name: Xxxx X. Xxxx Title: Confirmed and agreed to as Guarantors: 17 WEST MINING, INC., ACECO, INC., XXXXXXXXX MINING, INC., AEI COAL SALES COMPANY, INC., AEI HOLDING COMPANY, INC. AEI RESOURCES HOLDING, INC., AMERICOAL DEVELOPMENT COMPANY, APPALACHIAN REALTY COMPANY, AYRSHIRE LAND COMPANY, BELLAIRE TRUCKING COMPANY, BLUEGRASS COAL DEVELOPMENT COMPANY, BOWIE RESOURCES LIMITED CC COAL COMPANY, COAL VENTURES HOLDING COMPANY, INC., EAST KENTUCKY ENERGY CORPORATION, EMPLOYEE BENEFITS MANAGEMENT, INC., ENCOAL CORPORATION, ENERZ CORPORATION, EVERGREEN MINING COMPANY, FAIRVIEW LAND COMPANY, FRANKLIN COAL SALES COMPANY, GRASSY COVE COAL MINING COMPANY, HERITAGE MINING COMPANY, HIGHLAND COAL, INC., XXXXX-XXXXX CO., INC., XXXXXX COAL COMPANY, XXXXXX RESOURCES, INC., XXXXXX RESOURCES MANAGEMENT, INC., MEADOWLARK, INC., MEGA MINERALS, INC., MIDWEST COAL SALES COMPANY, MID-VOL LEASING, INC. MINING TECHNOLOGIES, INC., MOUNTAIN-CLAY, INCORPORATED (d/b/a Mountain Clay, Inc.), PHOENIX LAND COMPANY, PREMIUM PROCESSING, INC., PREMIUM COAL DEVELOPMENT COMPANY, PRO-LAND, INC. (d/b/a Kem Coal Company) R. & F. COAL COMPANY, RIVER COAL COMPANY, INC., ROARING CREEK COAL COMPANY, SHIPYARD RIVER COAL TERMINAL COMPANY, STRAIGHT CREEK COAL RESOURCES COMPANY, TENNESSEE MINING, INC., TURRIS COAL COMPANY, WYOMING COAL TECHNOLOGY, INC., XXXXXXX COAL HOLDING COMPANY, XXXXXXX ENVIRONMENTAL SERVICES COMPANY, ZENERGY, INC., each as Guarantor By: /s/ Xxxx X. Xxxx ________________________________ Name: Xxxx :Xxxxxxx X. Xxxx Xxxxxx Title: BEECH COAL COMPANY:Chief Financial Officer Dated as of January 15, CANNELTON0000 Xxxxx Xxxxxx Bank and Trust Company /s/ XXXXXX XXXX, INC., CANNELTON INDUSTRIES, INC., CANNELTON LAND COMPANY, CANNELTON SALES COMPANY, XXXX COAL & DOCK COMPANY, XXXXXX HOLDINGS, INC., KANAWHA CORPORATION, KINDILL HOLDING, INC., KINDILL MINING, INC., MIDWEST COAL COMPANY , MOUNTAINEER COAL DEVELOPMENT COMPANY, MOUNTAIN COALS CORPORATION, OLD BEN COAL COMPANY, WEST VIRGINIA-INDIANA COAL HOLDING COMPANY, INC., each as Guarantor XX. By: /s/ Xxxxxxx X. Xxxxxxxxx _______________________________ Name: Xxxxxxx X. Xxxxxxxxx Title: BENTLEY COAL COMPANY, SKYLINE COAL COMPANY, KENTUCKY PRINCE MINING COMPANY, each as Guarantor By: GRASSY COVE COAL MINING COMPANY, ROARING CREEK COAL COMPANY, each as General Partner of each of the entities listed above By: /s/ Xxxx X. Xxxx _________________________________ Name: Xxxx X. Xxxx :Xxxxxx Xxxx, Xx. Title: NUCOAL, LLC, as Guarantor By: AMERICOAL DEVELOPMENT COMPANY ENCOAL CORPORATION each as Member By: /s/ Xxxx X. Xxxx :Vice President EXHIBIT A (Face of Note) _______________________________________________________________________________ Name: Xxxx X. Xxxx Title: STATE STREET BANK AND TRUST COMPANY, as Trustee By: /s/ Xxxxx X. Xxxxxx CUSIP XX. 00000XXX0 _______________________________________________________________________________ Name"THIS SECURITY WAS ISSUED WITH ORIGINAL ISSUE DISCOUNT UNDER SECTION 1273 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. YOU MAY CONTACT THE CHIEF FINANCIAL OFFICER OF CENTENNIAL COMMUNICATIONS CORP. AT 0000 XXXXXXX STREET, SUITE 300, DENVER, COLORADO 80202, TELEPHONE NUMBER: Xxxxx X. Xxxxxx Title: Vice President EXHIBIT A-1 (FACE OF 303) 571- 5050, WHO WILL PROVIDE YOU WITH ANY REQUIRED INFORMATION REGARDING ORIGINAL ISSUE DISCOUNT." "THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) ===============================================================================OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.06 OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY."

Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table 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 of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof. SIGNATURES [Signatures on following page.] Dated as of December 14May 7, 1998 AEI RESOURCES1999 METAL MANAGEMENT, INC. By: /s/ Xxxx Robexx X. Xxxx _____________Xxxrx ----------------------- Name: Robexx X. Xxxrx Title: Executive Vice President AEROSPACE METALS, INC. AMERICAN SCRAP PROCESSING, INC. C SHREDDING CORP. CALIFORNIA METALS RECYCLING, INC. CIM TRUCKING, INC. COMETCO CORP. COZZX XXXLDING CORPORATION COZZX XXXN & METAL, INC. EMCO TRADING, INC. FERREX TRADING CORPORATION FIRMA, INC. FIRMA PLASTIC CO., INC. FPX, INC. HOUSTON COMPRESSED STEEL CORP. HOUTEX METALS COMPANY, INC. THE ISAAX XXXPORATION KIMEXXXXX XXXUISITION CORP. P. JXXXXX XXXN & METAL, INC. KANKAKEE SCRAP CORPORATION MAC LEOD METALS CO. METAL MANAGEMENT ARIZONA, INC. METAL MANAGEMENT GULF COAST, INC. METAL MANAGEMENT PITTSBURGH INC. METAL MANAGEMENT REALTY, INC. MICHXXX XXXXXXXXX & XONS, INC. NAPORANO IRON & METAL CO. NEWEXX XXXYCLING WEST, INC. NIMCO SHREDDING CO. 138 SCRAP, INC. PERLCO, L.L.C. PROLER SOUTHWEST INC. PROLER STEELWORKS L.L.C. R&P HOLDINGS, INC. SALT RIVER RECYCLING, L.L.C. SCRAP PROCESSING, INC. TORRINGTON SCRAP COMPANY TROJAN TRADING CO. USA SOUTHWESTERN CARRIER, INC. S-1 91 By: /s/ Robexx X. Xxxrx ----------------------- Name: Robexx X. Xxxrx Title: Vice President RESERVE IRON & METAL LIMITED PARTNERSHIP By: P. JXXXXX XXXN & METAL, INC., its general partner By: /s/ Robexx X. Xxxrx ----------------------- Name: Robexx X. Xxxrx Title: Vice President HARRXX XXXST AND SAVINGS BANK, as Trustee By: /s/ Danixx X. Xxxxxxx -------------------------------------- Name: Danixx X. Xxxxxxx Title: Assistant Vice President (Face of Note) 12 3/4% Senior Secured Notes due 2004 No. $___________ Name: Xxxx X. Xxxx Title: Confirmed and agreed to as Guarantors: 17 WEST MINING, INC., ACECO, INC., XXXXXXXXX MINING, INC., AEI COAL SALES COMPANY, INC., AEI HOLDING COMPANYMETAL MANAGEMENT, INC. AEI RESOURCES HOLDING, INC., AMERICOAL DEVELOPMENT COMPANY, APPALACHIAN REALTY COMPANY, AYRSHIRE LAND COMPANY, BELLAIRE TRUCKING COMPANY, BLUEGRASS COAL DEVELOPMENT COMPANY, BOWIE RESOURCES LIMITED CC COAL COMPANY, COAL VENTURES HOLDING COMPANY, INC., EAST KENTUCKY ENERGY CORPORATION, EMPLOYEE BENEFITS MANAGEMENT, INC., ENCOAL CORPORATION, ENERZ CORPORATION, EVERGREEN MINING COMPANY, FAIRVIEW LAND COMPANY, FRANKLIN COAL SALES COMPANY, GRASSY COVE COAL MINING COMPANY, HERITAGE MINING COMPANY, HIGHLAND COAL, INC., XXXXX-XXXXX CO., INC., XXXXXX COAL COMPANY, XXXXXX RESOURCES, INC., XXXXXX RESOURCES MANAGEMENT, INC., MEADOWLARK, INC., MEGA MINERALS, INC., MIDWEST COAL SALES COMPANY, MID-VOL LEASING, INC. MINING TECHNOLOGIES, INC., MOUNTAIN-CLAY, INCORPORATED (d/b/a Mountain Clay, Inc.), PHOENIX LAND COMPANY, PREMIUM PROCESSING, INC., PREMIUM COAL DEVELOPMENT COMPANY, PRO-LAND, INC. (d/b/a Kem Coal Company) R. & F. COAL COMPANY, RIVER COAL COMPANY, INC., ROARING CREEK COAL COMPANY, SHIPYARD RIVER COAL TERMINAL COMPANY, STRAIGHT CREEK COAL RESOURCES COMPANY, TENNESSEE MINING, INC., TURRIS COAL COMPANY, WYOMING COAL TECHNOLOGY, INC., XXXXXXX COAL HOLDING COMPANY, XXXXXXX ENVIRONMENTAL SERVICES COMPANY, ZENERGY, INC., each as Guarantor By: /s/ Xxxx X. Xxxx promises to pay to ________________________________ Name: Xxxx X. Xxxx Title: BEECH COAL COMPANY, CANNELTON, INC., CANNELTON INDUSTRIES, INC., CANNELTON LAND COMPANY, CANNELTON SALES COMPANY, XXXX COAL & DOCK COMPANY, XXXXXX HOLDINGS, INC., KANAWHA CORPORATION, KINDILL HOLDING, INC., KINDILL MINING, INC., MIDWEST COAL COMPANY , MOUNTAINEER COAL DEVELOPMENT COMPANY, MOUNTAIN COALS CORPORATION, OLD BEN COAL COMPANY, WEST VIRGINIA-INDIANA COAL HOLDING COMPANY, INC., each as Guarantor By: /s/ Xxxxxxx X. Xxxxxxxxx _______________________________ Name: Xxxxxxx X. Xxxxxxxxx Title: BENTLEY COAL COMPANY, SKYLINE COAL COMPANY, KENTUCKY PRINCE MINING COMPANY, each as Guarantor By: GRASSY COVE COAL MINING COMPANY, ROARING CREEK COAL COMPANY, each as General Partner of each of the entities listed above By: /s/ Xxxx X. Xxxx _________________________________ Name: Xxxx X. Xxxx Title: NUCOALor registered assigns, LLC, as Guarantor By: AMERICOAL DEVELOPMENT COMPANY ENCOAL CORPORATION each as Member By: /s/ Xxxx X. Xxxx the principal sum of _______________ Dollars on June 15, 2004. Interest Payment Dates: June 15 and December 15 Record Dates: June 1 and December 1 CUSIP Number: Dated: _______________, 1999 METAL MANAGEMENT, INC. By: ______________________ Name: Xxxx X. Xxxx Title: STATE STREET This is one of the Notes referred to in the within-mentioned indenture: Dated: May 7, 1999 HARRXX XXXST AND SAVINGS BANK AND TRUST COMPANY, as Trustee By: /s/ Xxxxx X. Xxxxxx _________________________________ Name: Xxxxx X. Xxxxxx Title: Vice President EXHIBIT A-1 (FACE OF NOTE) ===============================================================================

Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table 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 of this Indenture and shall will in no way modify or restrict any of the terms or provisions hereof. [Signatures on following page] SIGNATURES Dated as of December 14April 8, 1998 AEI RESOURCES, INC. 2004 HERCULES INCORPORATED By: /s/ Xxxx Xxxxxx X. Xxxx ____________Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Vice President and Treasurer Aqualon Company Athens HoldingS, Inc. Xxxxxxxxx Holdings, Inc. East Bay Realty Services, Inc. FiberVisions Incorporated FiberVisions, L.L.C. FiberVisions, L.P. FiberVisions Products, Inc. Hercules Country Club, Inc. Hercules Credit, Inc. Hercules Euro Holdings, LLC Hercules Finance Co. Hercules Flavor, Inc. Hercules Hydrocarbon Holdings, Inc. Hercules International Limited, LLC Hercules Paper Holdings, Inc. Hercules Shared Services Corporation WSP, Inc. By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Vice President and Treasurer XXXXX FARGO BANK, N.A. By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Assistant Vice President [Face of Note] CUSIP/CINS ____________ Name: Xxxx X. Xxxx Title: Confirmed and agreed 6 3/4% Senior Subordinated Notes due 2029 No. ___ $____________ HERCULES INCORPORATED promises to as Guarantors: 17 WEST MININGpay to [ ] or registered assigns, INC., ACECO, INC., XXXXXXXXX MINING, INC., AEI COAL SALES COMPANY, INC., AEI HOLDING COMPANY, INC. AEI RESOURCES HOLDING, INC., AMERICOAL DEVELOPMENT COMPANY, APPALACHIAN REALTY COMPANY, AYRSHIRE LAND COMPANY, BELLAIRE TRUCKING COMPANY, BLUEGRASS COAL DEVELOPMENT COMPANY, BOWIE RESOURCES LIMITED CC COAL COMPANY, COAL VENTURES HOLDING COMPANY, INC., EAST KENTUCKY ENERGY CORPORATION, EMPLOYEE BENEFITS MANAGEMENT, INC., ENCOAL CORPORATION, ENERZ CORPORATION, EVERGREEN MINING COMPANY, FAIRVIEW LAND COMPANY, FRANKLIN COAL SALES COMPANY, GRASSY COVE COAL MINING COMPANY, HERITAGE MINING COMPANY, HIGHLAND COAL, INC., XXXXX-XXXXX CO., INC., XXXXXX COAL COMPANY, XXXXXX RESOURCES, INC., XXXXXX RESOURCES MANAGEMENT, INC., MEADOWLARK, INC., MEGA MINERALS, INC., MIDWEST COAL SALES COMPANY, MID-VOL LEASING, INC. MINING TECHNOLOGIES, INC., MOUNTAIN-CLAY, INCORPORATED (d/b/a Mountain Clay, Inc.), PHOENIX LAND COMPANY, PREMIUM PROCESSING, INC., PREMIUM COAL DEVELOPMENT COMPANY, PRO-LAND, INC. (d/b/a Kem Coal Company) R. & F. COAL COMPANY, RIVER COAL COMPANY, INC., ROARING CREEK COAL COMPANY, SHIPYARD RIVER COAL TERMINAL COMPANY, STRAIGHT CREEK COAL RESOURCES COMPANY, TENNESSEE MINING, INC., TURRIS COAL COMPANY, WYOMING COAL TECHNOLOGY, INC., XXXXXXX COAL HOLDING COMPANY, XXXXXXX ENVIRONMENTAL SERVICES COMPANY, ZENERGY, INC., each as Guarantor By: /s/ Xxxx X. Xxxx the principal sum of ________________________________ Name: Xxxx X. Xxxx Title: BEECH COAL COMPANY, CANNELTON, INC., CANNELTON INDUSTRIES, INC., CANNELTON LAND COMPANY, CANNELTON SALES COMPANY, XXXX COAL & DOCK COMPANY, XXXXXX HOLDINGS, INC., KANAWHA CORPORATION, KINDILL HOLDING, INC., KINDILL MINING, INC., MIDWEST COAL COMPANY , MOUNTAINEER COAL DEVELOPMENT COMPANY, MOUNTAIN COALS CORPORATION, OLD BEN COAL COMPANY, WEST VIRGINIA-INDIANA COAL HOLDING COMPANY, INC., each as Guarantor By: /s/ Xxxxxxx X. Xxxxxxxxx _______________________________ Name: Xxxxxxx X. Xxxxxxxxx Title: BENTLEY COAL COMPANY, SKYLINE COAL COMPANY, KENTUCKY PRINCE MINING COMPANY, each as Guarantor By: GRASSY COVE COAL MINING COMPANY, ROARING CREEK COAL COMPANY, each as General Partner of each of the entities listed above By: /s/ Xxxx X. Xxxx _________________________________ NameDOLLARS on _____________, 20___. Interest Payment Dates: Xxxx X. Xxxx Title____________ and ____________ Record Dates: NUCOAL, LLC, as Guarantor By____________ and ____________ Dated: AMERICOAL DEVELOPMENT COMPANY ENCOAL CORPORATION each as Member By: /s/ Xxxx X. Xxxx ________________________________, 200_ HERCULES INCORPORATED By: Name: Xxxx X. Xxxx Title: STATE STREET BANK AND TRUST COMPANYThis is one of the Notes referred to in the within-mentioned Indenture: XXXXX FARGO BANK, N.A., as Trustee By: /s/ Xxxxx X. Xxxxxx _________________________________ Name: Xxxxx X. Xxxxxx Title: Vice President EXHIBIT A-1 (FACE OF NOTE) ===============================================================================Authorized Signatory [Back of Note] 6 3/4% Senior Subordinated Notes due 2029 [Insert the Global Note Legend, if applicable pursuant to the provisions of the Indenture] [Insert the Private Placement Legend, if applicable pursuant to the provisions of the Indenture] Capitalized terms used herein have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table 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 of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof. SIGNATURES Dated as of December 1419, 1998 AEI RESOURCES2002 BALL CORPORATION By: /s/ David A. Westerlund ---------------------------------- Name: David A. Westerlund Title: Xxxxxx Xxxx Xxxxxxxnt, Administration and Corporate Secretary BALL AEROSPACE & TECHNOLOGIES CORP. By: /s/ David A. Westerlund ---------------------------------- Name: David A. Westerlund Title: Xxxx Xxxxxxxxx BALL METAL BEVERAGE CONTAINER CORP. By: /s/ David A. Westerlund ---------------------------------- Name: David A. Westerlund Title: Vxxx Xxxxxxxxx BALL METAL FOOD CONTAINER CORP. By: /s/ Scott C. Morrison ---------------------------------- Name: Scott C. Morrison Title: Vixx Xxxxxxxxx xxx Treasurer BALL METAL PACKAGING SALES CORP. By: /s/ Scott C. Morrison --------------------------------- Name: Scott C. Morrison Title: Vicx Xxxxxxxxx xxx Xreasurer BALL PACKAGING CORP. By: /s/ Scott C. Morrison --------------------------------- Name: Scott C. Morrison Title: Vicx Xxxxxxxxx xxx Xreasurer BALL PLASTIC CONTAINER CORP. By: /s/ Scott C. Morrison --------------------------------- Name: Scott C. Morrison Title: Vicx Xxxxxxxxx xxx Xreasurer BALL TECHNOLOGIES HOLDING CORP. By: /s/ Scott C. Morrison --------------------------------- Name: Scott C. Morrison Title: Vicx Xxxxxxxxx xxx Xreasurer BG HOLDINGS I, INC. By: /s/ Xxxx X. Xxxx Scott C. Morrison ------------------------------- Name: Scott C. Morrison Title: Vicx Xxxxxxxxx xxx Xreasurer BG HOLDINGS II, INC. By: /s/ Scott C. Morrison ------------------------------- Name: Scott C. Morrison Title: Vicx Xxxxxxxxx xxx Xreasurer EFRATOM HOLDING, INC. By: /s/ Scott C. Morrison ------------------------------- Name: Scott C. Morrison Title: Vicx Xxxxxxxxx xxx Xreasurer LATAS DE ALUMINIO BALL, INC. By: /s/ Scott C. Morrison ------------------------------ Name: Scott C. Morrison Title: Vicx Xxxxxxxxx xxx Xreasurer BALL PAN-EUROPEAN HOLDINGS, INC. By: /s/ Charles E. Baker ------------------------------ Name: Charles E. Baker Title: Assixxxxx Xxxxxxxxx THE BANK OF NEW YORK, as Trustee By: /s/ Van K. Brown ------------------------------ Name: Van K Brown Title: Vice Presxxxxx EXHIBIT A (Face of Note) ------------------------------------------------------------------------------ [Insert the Global Note Legend, if applicable pursuant to the provisions of the Indenture] [Insert the Private Placement Legend, if applicable pursuant to the provisions of the Indenture] [Insert the Regulation S Temporary Global Note Legend, if applicable pursuant to the provisions of the Indenture] CUSIP/CINS 058498AE6 6?% Senior Notes due 2012 No. ___ $_________ BALL CORPORATION promises to pay to CEDE & CO. or registered assigns, the principal sum of ________________________ Name: Xxxx X. Xxxx Title: Confirmed and agreed to as Guarantors: 17 WEST MINING, INC., ACECO, INC., XXXXXXXXX MINING, INC., AEI COAL SALES COMPANY, INC., AEI HOLDING COMPANY, INC. AEI RESOURCES HOLDING, INC., AMERICOAL DEVELOPMENT COMPANY, APPALACHIAN REALTY COMPANY, AYRSHIRE LAND COMPANY, BELLAIRE TRUCKING COMPANY, BLUEGRASS COAL DEVELOPMENT COMPANY, BOWIE RESOURCES LIMITED CC COAL COMPANY, COAL VENTURES HOLDING COMPANY, INC., EAST KENTUCKY ENERGY CORPORATION, EMPLOYEE BENEFITS MANAGEMENT, INC., ENCOAL CORPORATION, ENERZ CORPORATION, EVERGREEN MINING COMPANY, FAIRVIEW LAND COMPANY, FRANKLIN COAL SALES COMPANY, GRASSY COVE COAL MINING COMPANY, HERITAGE MINING COMPANY, HIGHLAND COAL, INC., XXXXX-XXXXX CO., INC., XXXXXX COAL COMPANY, XXXXXX RESOURCES, INC., XXXXXX RESOURCES MANAGEMENT, INC., MEADOWLARK, INC., MEGA MINERALS, INC., MIDWEST COAL SALES COMPANY, MID-VOL LEASING, INC. MINING TECHNOLOGIES, INC., MOUNTAIN-CLAY, INCORPORATED (d/b/a Mountain Clay, Inc.), PHOENIX LAND COMPANY, PREMIUM PROCESSING, INC., PREMIUM COAL DEVELOPMENT COMPANY, PRO-LAND, INC. (d/b/a Kem Coal Company) R. & F. COAL COMPANY, RIVER COAL COMPANY, INC., ROARING CREEK COAL COMPANY, SHIPYARD RIVER COAL TERMINAL COMPANY, STRAIGHT CREEK COAL RESOURCES COMPANY, TENNESSEE MINING, INC., TURRIS COAL COMPANY, WYOMING COAL TECHNOLOGY, INC., XXXXXXX COAL HOLDING COMPANY, XXXXXXX ENVIRONMENTAL SERVICES COMPANY, ZENERGY, INC., each as Guarantor By: /s/ Xxxx X. Xxxx ________________________________ Name: Xxxx X. Xxxx Title: BEECH COAL COMPANY, CANNELTON, INC., CANNELTON INDUSTRIES, INC., CANNELTON LAND COMPANY, CANNELTON SALES COMPANY, XXXX COAL & DOCK COMPANY, XXXXXX HOLDINGS, INC., KANAWHA CORPORATION, KINDILL HOLDING, INC., KINDILL MINING, INC., MIDWEST COAL COMPANY , MOUNTAINEER COAL DEVELOPMENT COMPANY, MOUNTAIN COALS CORPORATION, OLD BEN COAL COMPANY, WEST VIRGINIA-INDIANA COAL HOLDING COMPANY, INC., each as Guarantor By: /s/ Xxxxxxx X. Xxxxxxxxx _______________________________ Name: Xxxxxxx X. Xxxxxxxxx Title: BENTLEY COAL COMPANY, SKYLINE COAL COMPANY, KENTUCKY PRINCE MINING COMPANY, each as Guarantor By: GRASSY COVE COAL MINING COMPANY, ROARING CREEK COAL COMPANY, each as General Partner of each of the entities listed above By: /s/ Xxxx X. Xxxx _________________________________ Name: Xxxx X. Xxxx Title: NUCOALDollars on December 15, LLC, as Guarantor By: AMERICOAL DEVELOPMENT COMPANY ENCOAL CORPORATION each as Member By: /s/ Xxxx X. Xxxx _________________________________ Name: Xxxx X. Xxxx Title: STATE STREET BANK AND TRUST COMPANY, as Trustee By: /s/ Xxxxx X. Xxxxxx _________________________________ Name: Xxxxx X. Xxxxxx Title: Vice President EXHIBIT A-1 (FACE OF NOTE) ===============================================================================2012.

Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table 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 of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof. SIGNATURES Dated as of December 14November 2, 1998 AEI RESOURCES1999 SPANISH BROADCASTING SYSTEM, INC. By /s/ Raul Xxxxxxx Xx. ----------------------------------- Name: Raul Xxxxxxx Xx. Title: President SPANISH BROADCASTING SYSTEM OF CALIFORNIA, INC. By /s/ Raul Xxxxxxx Xx. ----------------------------------- Name: Raul Xxxxxxx Xx. Title: President SPANISH BROADCASTING SYSTEM NETWORK, INC. By /s/ Raul Xxxxxxx Xx. ----------------------------------- Name: Raul Xxxxxxx Xx. Title: President SBS PROMOTIONS, INC. By /s/ Raul Xxxxxxx Xx. ----------------------------------- Name: Raul Xxxxxxx Xx. Title: President SBS FUNDING, INC. By /s/ Raul Xxxxxxx Xx. ----------------------------------- Name: Raul Xxxxxxx Xx. Title: President ALARXXX XXXDINGS, INC. By /s/ Raul Xxxxxxx Xx. ----------------------------------- Name: Raul Xxxxxxx Xx. Title: President Indenture signature page - 1 82 SBS OF GREATER NEW YORK, INC. By /s/ Raul Xxxxxxx Xx. ----------------------------------- Name: Raul Xxxxxxx Xx. Title: President SPANISH BROADCASTING SYSTEM OF FLORIDA, INC. By /s/ Raul Xxxxxxx Xx. ----------------------------------- Name: Raul Xxxxxxx Xx. Title: President SPANISH BROADCASTING SYSTEM OF GREATER MIAMI, INC. By /s/ Raul Xxxxxxx Xx. ----------------------------------- Name: Raul Xxxxxxx Xx. Title: President SPANISH BROADCASTING SYSTEM OF PUERTO RICO, INC. (DELAWARE) By /s/ Raul Xxxxxxx Xx. ----------------------------------- Name: Raul Xxxxxxx Xx. Title: President SPANISH BROADCASTING SYSTEM, INC. (NEW JERSEY) By /s/ Raul Xxxxxxx Xx. ----------------------------------- Name: Raul Xxxxxxx Xx. Title: President SPANISH BROADCASTING SYSTEM OF ILLINOIS, INC. By /s/ Raul Xxxxxxx Xx. ----------------------------------- Name: Raul Xxxxxxx Xx. Title: President Indenture signature page - 2 83 SPANISH BROADCASTING SYSTEM OF SAN ANTONIO, INC. By: /s/ Xxxx X. Xxxx Raul Xxxxxxx Xx. ----------------------------------- Name: Raul Xxxxxxx Xx. Title: President SPANISH BROADCASTING SYSTEM OF PUERTO RICO, INC. (PUERTO RICO) By: /s/ Raul Xxxxxxx Xx. ----------------------------------- Name: Raul Xxxxxxx Xx. Title: President THE BANK OF NEW YORK By: /s/ Annexxx Xxx ----------------------------------- Name: Annexxx Xxx Title: Assistant Vice President (Face of Note) [THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.07 OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY.] CUSIP/CINS _________ 9 5/8% Senior Subordinated Notes due 2009 No.________ $__________ SPANISH BROADCASTING SYSTEM, INC. promises to pay to _________________________________________ Nameregistered assigns, the principal sum of _______________ Dollars on _________, 2009. Interest Payment Dates: Xxxx X. Xxxx Title___________, and __________. Record Dates: Confirmed ____________ and agreed to as Guarantors____________. DATED: 17 WEST MINING, INC., ACECO, INC., XXXXXXXXX MINING, INC., AEI COAL SALES COMPANY, INC., AEI HOLDING COMPANYSPANISH BROADCASTING SYSTEM, INC. AEI RESOURCES HOLDING, INC., AMERICOAL DEVELOPMENT COMPANY, APPALACHIAN REALTY COMPANY, AYRSHIRE LAND COMPANY, BELLAIRE TRUCKING COMPANY, BLUEGRASS COAL DEVELOPMENT COMPANY, BOWIE RESOURCES LIMITED CC COAL COMPANY, COAL VENTURES HOLDING COMPANY, INC., EAST KENTUCKY ENERGY CORPORATION, EMPLOYEE BENEFITS MANAGEMENT, INC., ENCOAL CORPORATION, ENERZ CORPORATION, EVERGREEN MINING COMPANY, FAIRVIEW LAND COMPANY, FRANKLIN COAL SALES COMPANY, GRASSY COVE COAL MINING COMPANY, HERITAGE MINING COMPANY, HIGHLAND COAL, INC., XXXXX-XXXXX CO., INC., XXXXXX COAL COMPANY, XXXXXX RESOURCES, INC., XXXXXX RESOURCES MANAGEMENT, INC., MEADOWLARK, INC., MEGA MINERALS, INC., MIDWEST COAL SALES COMPANY, MID-VOL LEASING, INC. MINING TECHNOLOGIES, INC., MOUNTAIN-CLAY, INCORPORATED (d/b/a Mountain Clay, Inc.), PHOENIX LAND COMPANY, PREMIUM PROCESSING, INC., PREMIUM COAL DEVELOPMENT COMPANY, PRO-LAND, INC. (d/b/a Kem Coal Company) R. & F. COAL COMPANY, RIVER COAL COMPANY, INC., ROARING CREEK COAL COMPANY, SHIPYARD RIVER COAL TERMINAL COMPANY, STRAIGHT CREEK COAL RESOURCES COMPANY, TENNESSEE MINING, INC., TURRIS COAL COMPANY, WYOMING COAL TECHNOLOGY, INC., XXXXXXX COAL HOLDING COMPANY, XXXXXXX ENVIRONMENTAL SERVICES COMPANY, ZENERGY, INC., each as Guarantor ByBY: /s/ Xxxx X. Xxxx ________________________________ Name: Xxxx X. Xxxx Title: BEECH COAL COMPANY, CANNELTON, INC., CANNELTON INDUSTRIES, INC., CANNELTON LAND COMPANY, CANNELTON SALES COMPANY, XXXX COAL & DOCK COMPANY, XXXXXX HOLDINGS, INC., KANAWHA CORPORATION, KINDILL HOLDING, INC., KINDILL MINING, INC., MIDWEST COAL COMPANY , MOUNTAINEER COAL DEVELOPMENT COMPANY, MOUNTAIN COALS CORPORATION, OLD BEN COAL COMPANY, WEST VIRGINIA-INDIANA COAL HOLDING COMPANY, INC., each as Guarantor By: /s/ Xxxxxxx X. Xxxxxxxxx _______________________________ Name: Xxxxxxx X. Xxxxxxxxx Title: BENTLEY COAL COMPANY, SKYLINE COAL COMPANY, KENTUCKY PRINCE MINING COMPANY, each as Guarantor By: GRASSY COVE COAL MINING COMPANY, ROARING CREEK COAL COMPANY, each as General Partner of each of the entities listed above By: /s/ Xxxx X. Xxxx _________________________________ Name: Xxxx X. Xxxx Title: NUCOAL, LLC, as Guarantor By: AMERICOAL DEVELOPMENT COMPANY ENCOAL CORPORATION each as Member By: /s/ Xxxx X. Xxxx _________________________________ Name: Xxxx X. Xxxx Title: STATE STREET BANK AND TRUST COMPANY, as Trustee By: /s/ Xxxxx X. Xxxxxx _________________________________ Name: Xxxxx X. Xxxxxx Title: Vice President EXHIBIT A-1 (FACE OF NOTE) ===============================================================================:

Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table 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 of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof. SIGNATURES Dated as of December 14105 114 [Indenture signature page] Company: DATED: October 15, 1998 AEI RESOURCES1999 IASIS HEALTHCARE CORPORATION BY: /s/ Waynx Xxxxx -------------------------------------- Name: Waynx Xxxxx Title: President and Chief Executive Officer Guarantors: BAPTIST JOINT VENTURE HOLDINGS, INC. By: /s/ Xxxx X. Xxxx ________________________ Name: Xxxx X. Xxxx Title: Confirmed and agreed to as Guarantors: 17 WEST MINING, INC., ACECO, INC., XXXXXXXXX MINING, INC., AEI COAL SALES COMPANY, INC., AEI HOLDING COMPANYBEAUMONT HOSPITAL HOLDINGS, INC. AEI RESOURCES HOLDING, INC., AMERICOAL DEVELOPMENT COMPANY, APPALACHIAN REALTY COMPANY, AYRSHIRE LAND COMPANY, BELLAIRE TRUCKING COMPANY, BLUEGRASS COAL DEVELOPMENT COMPANY, BOWIE RESOURCES LIMITED CC COAL COMPANY, COAL VENTURES HOLDING COMPANY, INC., EAST KENTUCKY ENERGY CORPORATION, EMPLOYEE BENEFITS MANAGEMENT, INC., ENCOAL CORPORATION, ENERZ CORPORATION, EVERGREEN MINING COMPANY, FAIRVIEW LAND COMPANY, FRANKLIN COAL SALES COMPANY, GRASSY COVE COAL MINING COMPANY, HERITAGE MINING COMPANY, HIGHLAND COAL, INC., XXXXX-XXXXX CO., INC., XXXXXX COAL COMPANY, XXXXXX RESOURCES, INC., XXXXXX RESOURCES MANAGEMENT, INC., MEADOWLARK, INC., MEGA MINERALS, INC., MIDWEST COAL SALES COMPANY, MID-VOL LEASINGBILTMORE SURGERY CENTER, INC. MINING TECHNOLOGIES, INC., MOUNTAIN-CLAY, INCORPORATED (d/b/a Mountain Clay, Inc.), PHOENIX LAND COMPANY, PREMIUM PROCESSING, INC., PREMIUM COAL DEVELOPMENT COMPANY, PRO-LANDCLINICARE OF UTAH, INC. (d/b/a Kem Coal Company) R. DAVIX XXXPITAL & F. COAL COMPANY, RIVER COAL COMPANYMEDICAL CENTER, INC., ROARING CREEK COAL COMPANY, SHIPYARD RIVER COAL TERMINAL COMPANY, STRAIGHT CREEK COAL RESOURCES COMPANY, TENNESSEE MINING, INC., TURRIS COAL COMPANY, WYOMING COAL TECHNOLOGY, INC., XXXXXXX COAL HOLDING COMPANY, XXXXXXX ENVIRONMENTAL SERVICES COMPANY, ZENERGY, INC., each as Guarantor By: /s/ Xxxx X. Xxxx ________________________________ Name: Xxxx X. Xxxx Title: BEECH COAL COMPANY, CANNELTON, INC., CANNELTON INDUSTRIES, INC., CANNELTON LAND COMPANY, CANNELTON SALES COMPANY, XXXX COAL & DOCK COMPANY, XXXXXX . DAVIX XXXGICAL CENTER HOLDINGS, INC., KANAWHA CORPORATION, KINDILL HOLDING. FIRST CHOICE PHYSICIANS NETWORK HOLDINGS, INC., KINDILL MINING. HEALTH CHOICE ARIZONA, INC., MIDWEST COAL COMPANY , MOUNTAINEER COAL DEVELOPMENT COMPANY, MOUNTAIN COALS CORPORATION, OLD BEN COAL COMPANY, WEST VIRGINIA-INDIANA COAL HOLDING COMPANY. IASIS HEALTHCARE HOLDINGS, INC.. IASIS MANAGEMENT COMPANY JORDAN VALLEY HOSPITAL, each as Guarantor INC. METRO AMBULATORY SURGERY CENTER, INC. PIONEER VALLEY HEALTH PLAN, INC. PIONEER VALLEY HOSPITAL, INC. ROCKY MOUNTAIN MEDICAL CENTER, INC. SALT LAKE REGIONAL MEDICAL CENTER, INC. SANDX XXXY HOLDINGS, INC. SOUTHRIDGE PLAZA HOLDINGS, INC. SSJ ST. PETERSBURG HOLDINGS, INC. BY: /s/ Waynx Xxxxx -------------------------------------- Name: Waynx Xxxxx Title: President and Chief Executive Officer 115 MEMORIAL HOSPITAL OF TAMPA, LP MESA GENERAL HOSPITAL, LP ODESSA REGIONAL HOSPITAL, LP PALMS OF PASADENA HOSPITAL, LP SOUTHWEST GENERAL HOSPITAL, LP ST. LUKE'S BEHAVIORAL HOSPITAL, LP ST. LUKE'S MEDICAL CENTER, LP TEMPE ST. LUKE'S HOSPITAL, LP TOWN & COUNTRY HOSPITAL, LP By: IASIS HEALTHCARE HOLDINGS, INC. BY: /s/ Xxxxxxx X. Xxxxxxxxx _______________________________ Waynx Xxxxx ------------------------------------- Name: Xxxxxxx X. Xxxxxxxxx Waynx Xxxxx Title: BENTLEY COAL COMPANY, SKYLINE COAL COMPANY, KENTUCKY PRINCE MINING COMPANY, each as Guarantor By: GRASSY COVE COAL MINING COMPANY, ROARING CREEK COAL COMPANY, each as General Partner of each of the entities listed above By: /s/ Xxxx X. Xxxx _________________________________ Name: Xxxx X. Xxxx Title: NUCOAL, LLC, as Guarantor By: AMERICOAL DEVELOPMENT COMPANY ENCOAL CORPORATION each as Member By: /s/ Xxxx X. Xxxx _________________________________ Name: Xxxx X. Xxxx Title: STATE STREET President and Chief Executive Officer THE BANK AND TRUST COMPANYOF NEW YORK, as Trustee ByBY: /s/ Xxxxx X. Xxxxxx _________________________________ Name: Xxxxx X. Xxxxxx Title: Vice President Marix Xxxxxxxx ---------------------------------------- Authorized Signatory 116 EXHIBIT A-1 (FACE OF NOTEFace of Note) ================================================================================ CUSIP____________ 13% SERIES A SENIOR SUBORDINATED NOTES DUE 2009 No. _________ $ ___________ IASIS HEALTHCARE CORPORATION promises to pay to _____________________________________________________________ or registered assigns, the principal sum of ____________________________________ Dollars on October 15, 2009.

Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table and Headings headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof. SIGNATURES Dated as of December 14, 1998 AEI RESOURCES, INC[Signatures on following page] Page 101 SIGNATURES: ORMAT FUNDING CORP. By: /s/ Xxxx X. Xxxx ________________________ Xxxxxx Xxxxxxxx --------------------------------- Name: Xxxx X. Xxxx Xxxxxx Xxxxxxxx Title: Confirmed and agreed to as Guarantors: 17 WEST MININGAssistant Secretary XXXXX XXXX XX XXXXXXXXXX, INC., ACECO, INC., XXXXXXXXX MINING, INC., AEI COAL SALES COMPANY, INC., AEI HOLDING COMPANY, INC. AEI RESOURCES HOLDING, INC., AMERICOAL DEVELOPMENT COMPANY, APPALACHIAN REALTY COMPANY, AYRSHIRE LAND COMPANY, BELLAIRE TRUCKING COMPANY, BLUEGRASS COAL DEVELOPMENT COMPANY, BOWIE RESOURCES LIMITED CC COAL COMPANY, COAL VENTURES HOLDING COMPANY, INC., EAST KENTUCKY ENERGY CORPORATION, EMPLOYEE BENEFITS MANAGEMENT, INC., ENCOAL CORPORATION, ENERZ CORPORATION, EVERGREEN MINING COMPANY, FAIRVIEW LAND COMPANY, FRANKLIN COAL SALES COMPANY, GRASSY COVE COAL MINING COMPANY, HERITAGE MINING COMPANY, HIGHLAND COAL, INC., XXXXX-XXXXX CO., INC., XXXXXX COAL COMPANY, XXXXXX RESOURCES, INC., XXXXXX RESOURCES MANAGEMENT, INC., MEADOWLARK, INC., MEGA MINERALS, INC., MIDWEST COAL SALES COMPANY, MID-VOL LEASING, INC. MINING TECHNOLOGIES, INC., MOUNTAIN-CLAY, INCORPORATED (d/b/a Mountain Clay, Inc.), PHOENIX LAND COMPANY, PREMIUM PROCESSING, INC., PREMIUM COAL DEVELOPMENT COMPANY, PRO-LAND, INC. (d/b/a Kem Coal Company) R. & F. COAL COMPANY, RIVER COAL COMPANY, INC., ROARING CREEK COAL COMPANY, SHIPYARD RIVER COAL TERMINAL COMPANY, STRAIGHT CREEK COAL RESOURCES COMPANY, TENNESSEE MINING, INC., TURRIS COAL COMPANY, WYOMING COAL TECHNOLOGY, INC., XXXXXXX COAL HOLDING COMPANY, XXXXXXX ENVIRONMENTAL SERVICES COMPANY, ZENERGY, INC., each as Guarantor By: /s/ Xxxx X. Xxxx ________________________________ Name: Xxxx X. Xxxx Title: BEECH COAL COMPANY, CANNELTON, INC., CANNELTON INDUSTRIES, INC., CANNELTON LAND COMPANY, CANNELTON SALES COMPANY, XXXX COAL & DOCK COMPANY, XXXXXX HOLDINGS, INC., KANAWHA CORPORATION, KINDILL HOLDING, INC., KINDILL MINING, INC., MIDWEST COAL COMPANY , MOUNTAINEER COAL DEVELOPMENT COMPANY, MOUNTAIN COALS CORPORATION, OLD BEN COAL COMPANY, WEST VIRGINIA-INDIANA COAL HOLDING COMPANY, INC., each as Guarantor By: /s/ Xxxxxxx X. Xxxxxxxxx _______________________________ Name: Xxxxxxx X. Xxxxxxxxx Title: BENTLEY COAL COMPANY, SKYLINE COAL COMPANY, KENTUCKY PRINCE MINING COMPANY, each as Guarantor By: GRASSY COVE COAL MINING COMPANY, ROARING CREEK COAL COMPANY, each as General Partner of each of the entities listed above By: /s/ Xxxx X. Xxxx _________________________________ Name: Xxxx X. Xxxx Title: NUCOAL, LLC, as Guarantor By: AMERICOAL DEVELOPMENT COMPANY ENCOAL CORPORATION each as Member By: /s/ Xxxx X. Xxxx _________________________________ Name: Xxxx X. Xxxx Title: STATE STREET BANK AND TRUST COMPANY, N.A. as Trustee By: /s/ Xxxxx X. Xxxxxx _________________________________ --------------------------------- Name: Xxxxx X. Xxxxxx Title: Vice President EXHIBIT A-1 (FACE OF NOTE) ===============================================================================ORMESA LLC, By: ORMAT FUNDING CORP., a Delaware corporation Its: Sole Member and Manager By: /s/ Xxxxxx Xxxxxxxx ---------------------------- Name: Xxxxxx Xxxxxxxx Title: Assistant Secretary GUARANTORS: XXXXX POWER PARTNERS as a Guarantor By: ORNI 1 LLC, a Delaware limited liability company Its: General Partner By: ORMAT FUNDING CORP., a Delaware corporation Its: Sole Member and Manager By: /s/ Xxxxxx Xxxxxxxx ---------------------------- Name: Xxxxxx Xxxxxxxx Title: Assistant Secretary STEAMBOAT GEOTHERMAL LLC, as a Guarantor By: ORNI 7 LLC, a Delaware limited liability company Its: General Partner By: ORMAT FUNDING CORP., a Delaware corporation Its: Sole Member and Manager Page 104 By: /s/ Xxxxxx Xxxxxxxx ---------------------------- Name: Xxxxxx Xxxxxxxx Title: Assistant Secretary STEAMBOAT DEVELOPMENT CORPORATION as a Guarantor By: /s/ Xxxxxx Xxxxxxxx ---------------------------- Name: Xxxxxx Xxxxxxxx Title: Assistant Secretary ORMAMMOTH INC. as a Guarantor By: /s/ Xxxxxx Xxxxxxxx ---------------------------- Name: Xxxxxx Xxxxxxxx Title: Assistant Secretary ORNI 1 LLC as a Guarantor By: ORMAT FUNDING CORP., a Delaware corporation Its: Sole Member and Manager By: /s/ Xxxxxx Xxxxxxxx ---------------------------- Name: Xxxxxx Xxxxxxxx Title: Assistant Secretary ORNI 2 LLC as a Guarantor By: ORMAT FUNDING CORP., a Delaware corporation Page 105 Its: Sole Member and Manager By: /s/ Xxxxxx Xxxxxxxx ---------------------------- Name: Xxxxxx Xxxxxxxx Title: Assistant Secretary ORNI 7 LLC as a Guarantor By: ORMAT FUNDING CORP., a Delaware corporation Its: Sole Member and Manager By: /s/ Xxxxxx Xxxxxxxx ---------------------------- Name: Xxxxxx Xxxxxxxx Title: Assistant Secretary

Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table Contents and Headings headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof. SIGNATURES Dated as of December 14, 1998 AEI RESOURCES107 INTERACTIVE DATA CORPORATION By: /s/ XXXXXXX X. XXXXXXXX Name: Xxxxxxx X. Xxxxxxxx Title: Chief Financial Officer INTERACTIVE DATA REAL-TIME GROUP, INC. By: /s/ Xxxx XXXXXXX X. Xxxx ________________________ Name: Xxxx X. Xxxx Title: Confirmed and agreed to as Guarantors: 17 WEST MINING, INC., ACECO, INC., XXXXXXXXX MINING, INC., AEI COAL SALES COMPANY, INC., AEI HOLDING COMPANY, INC. AEI RESOURCES HOLDING, INC., AMERICOAL DEVELOPMENT COMPANY, APPALACHIAN REALTY COMPANY, AYRSHIRE LAND COMPANY, BELLAIRE TRUCKING COMPANY, BLUEGRASS COAL DEVELOPMENT COMPANY, BOWIE RESOURCES LIMITED CC COAL COMPANY, COAL VENTURES HOLDING COMPANY, INC., EAST KENTUCKY ENERGY CORPORATION, EMPLOYEE BENEFITS MANAGEMENT, INC., ENCOAL CORPORATION, ENERZ CORPORATION, EVERGREEN MINING COMPANY, FAIRVIEW LAND COMPANY, FRANKLIN COAL SALES COMPANY, GRASSY COVE COAL MINING COMPANY, HERITAGE MINING COMPANY, HIGHLAND COAL, INC., XXXXX-XXXXX CO., INC., XXXXXX COAL COMPANY, XXXXXX RESOURCES, INC., XXXXXX RESOURCES MANAGEMENT, INC., MEADOWLARK, INC., MEGA MINERALS, INC., MIDWEST COAL SALES COMPANY, MID-VOL LEASING, INC. MINING TECHNOLOGIES, INC., MOUNTAIN-CLAY, INCORPORATED (d/b/a Mountain Clay, Inc.), PHOENIX LAND COMPANY, PREMIUM PROCESSING, INC., PREMIUM COAL DEVELOPMENT COMPANY, PRO-LAND, INC. (d/b/a Kem Coal Company) R. & F. COAL COMPANY, RIVER COAL COMPANY, INC., ROARING CREEK COAL COMPANY, SHIPYARD RIVER COAL TERMINAL COMPANY, STRAIGHT CREEK COAL RESOURCES COMPANY, TENNESSEE MINING, INC., TURRIS COAL COMPANY, WYOMING COAL TECHNOLOGY, INC., XXXXXXX COAL HOLDING COMPANY, XXXXXXX ENVIRONMENTAL SERVICES COMPANY, ZENERGY, INC., each as Guarantor By: /s/ Xxxx X. Xxxx ________________________________ Name: Xxxx X. Xxxx Title: BEECH COAL COMPANY, CANNELTON, INC., CANNELTON INDUSTRIES, INC., CANNELTON LAND COMPANY, CANNELTON SALES COMPANY, XXXX COAL & DOCK COMPANY, XXXXXX HOLDINGS, INC., KANAWHA CORPORATION, KINDILL HOLDING, INC., KINDILL MINING, INC., MIDWEST COAL COMPANY , MOUNTAINEER COAL DEVELOPMENT COMPANY, MOUNTAIN COALS CORPORATION, OLD BEN COAL COMPANY, WEST VIRGINIA-INDIANA COAL HOLDING COMPANY, INC., each as Guarantor By: /s/ Xxxxxxx X. Xxxxxxxxx _______________________________ XXXXXXXX Name: Xxxxxxx X. Xxxxxxxxx Xxxxxxxx Title: BENTLEY COAL COMPANYTreasurer INTERACTIVE DATA REAL-TIME SERVICES, SKYLINE COAL COMPANY, KENTUCKY PRINCE MINING COMPANY, each as Guarantor By: GRASSY COVE COAL MINING COMPANY, ROARING CREEK COAL COMPANY, each as General Partner of each of the entities listed above INC. By: /s/ Xxxx XXXXXXX X. Xxxx _________________________________ XXXXXXXX Name: Xxxx Xxxxxxx X. Xxxx Xxxxxxxx Title: NUCOAL, LLC, as Guarantor By: AMERICOAL DEVELOPMENT COMPANY ENCOAL CORPORATION each as Member Treasurer INTERACTIVE DATA PRICING AND REFERENCE DATA LLC By: /s/ Xxxx XXXXXXX X. Xxxx _________________________________ XXXXXXXX Name: Xxxx Xxxxxxx X. Xxxx Xxxxxxxx Title: STATE STREET Treasurer BONDEDGE SOLUTIONS LLC By: /s/ XXXXXXX X. XXXXXXXX Name: Xxxxxxx X. Xxxxxxxx Title: Treasurer INTERACTIVE DATA ONLINE PROPERTIES, INC. By: /s/ XXXXXXX X. XXXXXXXX Name: Xxxxxxx X. Xxxxxxxx Title: Treasurer THE BANK AND OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee By: /s/ Xxxxx X. Xxxxxx _________________________________ XXXXXXX XXXXX Name: Xxxxxxx Xxxxx X. Xxxxxx Title: Vice President EXHIBIT A-1 (FACE A [Face of Note] [Insert the Global Note Legend, if applicable pursuant to the provisions of the Indenture] [Insert the Private Placement Legend, if applicable pursuant to the provisions of the Indenture] [Insert the Regulation S Temporary Global Note Legend, if applicable pursuant to the provisions of the Indenture] CUSIP [ ] ISIN [ ]1 [[RULE 144A][REGULATION S] GLOBAL NOTE representing up to $ ] 5.875% Senior Notes due 2019 No. [$ ] INTERACTIVE DATA CORPORATION promises to pay to CEDE & CO. or registered assigns, the principal sum [set forth on the Schedule of Exchanges of Interests in the Global Note attached hereto] [of United States Dollars] on April 15, 2019. Interest Payment Dates: April 15 and October 15 Record Dates: April 1 and October 1 1 Rule 144A Note CUSIP: 45840J AC1 Rule 144A Note ISIN: US45840JAC18 Regulation S Note CUSIP: U4582G AB5 Regulation S Note ISIN: USU4582GAB50 IN WITNESS HEREOF, the Issuer has caused this instrument to be duly executed. Dated: INTERACTIVE DATA CORPORATION By: Name: Title: This is one of the Notes referred to in the within-mentioned Indenture: THE BANK OF NOTE) ===============================================================================NEW YORK MELLON TRUST COMPANY, N.A., as Trustee Dated: By: Authorized Signatory [Back of Note] 5.875% Senior Notes due 2019 Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table 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 of this Indenture and shall will in no way modify or restrict any of the terms or provisions hereof. SIGNATURES Dated as of December 14May 26, 1998 AEI RESOURCES, INC. By2010 Issuer: SSI Investments II Limited PRESENT when the Common Seal of SSI INVESTMENTS II LIMITED was affixed hereto: WITNESS: /s/ XXXXX XXXXXXX /s/ XXXXXXX X. XXXXXXX ADDRESS: Xxxxx Xxxx Xxxxx Xxxxxxxx Xxxxxx Xxxxxx /s/ XXXXXX XXXXX Xxxxxx 0 Director / Secretary DESCRIPTION: Chartered Secretary Co-Issuer: SSI CO-ISSUER LLC /s/ XXXXXXX X. Xxxx ________________________ Name: Xxxx X. Xxxx Title: Confirmed and agreed to as Guarantors: 17 WEST MINING, INC., ACECO, INC., XXXXXXXXX MINING, INC., AEI COAL SALES COMPANY, INC., AEI HOLDING COMPANY, INC. AEI RESOURCES HOLDING, INC., AMERICOAL DEVELOPMENT COMPANY, APPALACHIAN REALTY COMPANY, AYRSHIRE LAND COMPANY, BELLAIRE TRUCKING COMPANY, BLUEGRASS COAL DEVELOPMENT COMPANY, BOWIE RESOURCES LIMITED CC COAL COMPANY, COAL VENTURES HOLDING COMPANY, INC., EAST KENTUCKY ENERGY CORPORATION, EMPLOYEE BENEFITS MANAGEMENT, INC., ENCOAL CORPORATION, ENERZ CORPORATION, EVERGREEN MINING COMPANY, FAIRVIEW LAND COMPANY, FRANKLIN COAL SALES COMPANY, GRASSY COVE COAL MINING COMPANY, HERITAGE MINING COMPANY, HIGHLAND COAL, INC., XXXXX-XXXXX CO., INC., XXXXXX COAL COMPANY, XXXXXX RESOURCES, INC., XXXXXX RESOURCES MANAGEMENT, INC., MEADOWLARK, INC., MEGA MINERALS, INC., MIDWEST COAL SALES COMPANY, MID-VOL LEASING, INC. MINING TECHNOLOGIES, INC., MOUNTAIN-CLAY, INCORPORATED (d/b/a Mountain Clay, Inc.), PHOENIX LAND COMPANY, PREMIUM PROCESSING, INC., PREMIUM COAL DEVELOPMENT COMPANY, PRO-LAND, INC. (d/b/a Kem Coal Company) R. & F. COAL COMPANY, RIVER COAL COMPANY, INC., ROARING CREEK COAL COMPANY, SHIPYARD RIVER COAL TERMINAL COMPANY, STRAIGHT CREEK COAL RESOURCES COMPANY, TENNESSEE MINING, INC., TURRIS COAL COMPANY, WYOMING COAL TECHNOLOGY, INC., XXXXXXX COAL HOLDING COMPANY, XXXXXXX ENVIRONMENTAL SERVICES COMPANY, ZENERGY, INC., each as Guarantor By: /s/ Xxxx X. Xxxx ________________________________ Name: Xxxx X. Xxxx Title: BEECH COAL COMPANY, CANNELTON, INC., CANNELTON INDUSTRIES, INC., CANNELTON LAND COMPANY, CANNELTON SALES COMPANY, XXXX COAL & DOCK COMPANY, XXXXXX HOLDINGS, INC., KANAWHA CORPORATION, KINDILL HOLDING, INC., KINDILL MINING, INC., MIDWEST COAL COMPANY , MOUNTAINEER COAL DEVELOPMENT COMPANY, MOUNTAIN COALS CORPORATION, OLD BEN COAL COMPANY, WEST VIRGINIA-INDIANA COAL HOLDING COMPANY, INC., each as Guarantor By: /s/ Xxxxxxx X. Xxxxxxxxx _______________________________ Name: Xxxxxxx X. Xxxxxxxxx Xxxxxxx Title: BENTLEY COAL COMPANYAuthorized Signatory Initial Guarantor: SSI Investments III Limited PRESENT when the Common Seal of SSI INVESTMENTS III LIMITED was affixed hereto: WITNESS: /s/ XXXXX XXXXXXX /s/ XXXXXXX X. XXXXXXX ADDRESS: Xxxxx Xxxx Xxxxx Xxxxxxxx Xxxxxx Xxxxxx /s/ XXXXXX XXXXX Xxxxxx 0 Director / Secretary DESCRIPTION: Chartered Secretary Initial Guarantor: Xxxxx00x0.xxx, SKYLINE COAL COMPANY, KENTUCKY PRINCE MINING COMPANY, each as Guarantor By: GRASSY COVE COAL MINING COMPANY, ROARING CREEK COAL COMPANY, each as General Partner of each of the entities listed above Inc. By: /s/ Xxxx XXXXXXX X. Xxxx _________________________________ XXXXX Name: Xxxx Xxxxxxx X. Xxxx Xxxxx Title: NUCOAL, LLC, as Guarantor ByVice President Initial Guarantor: AMERICOAL DEVELOPMENT COMPANY ENCOAL CORPORATION each as Member SkillSoft Corporation By: /s/ Xxxx XXXXXXX X. Xxxx _________________________________ XXXXX Name: Xxxx Xxxxxxx X. Xxxx Xxxxx Title: STATE STREET BANK AND Chief Accounting Officer Initial Guarantor: SkillSoft UK Limited By: /s/ XXXXXXX X. XXXXX Name: Xxxxxxx X. Xxxxx Title: Director Initial Guarantor: SkillSoft Finance Limited By: /s/ XXXXXXX X. XXXXX Name: Xxxxxxx X. Xxxxx Title: Director Initial Guarantor: SkillSoft Canada, Ltd. By: /s/ XXXXXXX X. XXXXX Name: Xxxxxxx X. Xxxxx Title: Director WILMINGTON TRUST COMPANYFSB as Trustee By: /s/ XXXXXX X. X’XXXXXXX Name: Xxxxxx X. X’Xxxxxxx Title: Vice President EXHIBIT A1 [Face of Note] CUSIP/CINS 11.125% Senior Notes due 2018 No. $ * SSI Investments II Limited and SSI Co-Issuer LLC promises to pay to or registered assigns, the principal sum of DOLLARS on June 1, 2018. Interest Payment Dates: June 1 and December 1 Record Dates: May 15 and November 15 Dated: , 20[ ] SSI Investments II Limited By: Name: Title: SSI Co-Issuer LLC By: Name: Title: This is one of the Notes referred to in the within-mentioned Indenture: Wilmington Trust FSB, as Trustee By: /s/ Xxxxx X. Xxxxxx _________________________________ Name: Xxxxx X. Xxxxxx Title: Vice President EXHIBIT A-1 (FACE OF NOTE) ===============================================================================Authorized Signatory [Back of Note]

Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table and Headings of the Articles and Sections of this Senior Subordinated Note Indenture have been inserted for convenience of reference only, are not to be considered a part of this Senior Subordinated Note Indenture and shall in no way modify or restrict any of the terms or provisions hereof. SIGNATURES Dated as of December 14August 10, 1998 AEI RESOURCESBALL CORPORATION By: ---------------------- Name: Title: BALL AEROSPACE AND TECHNOLOGIES CORP. By: ---------------------- Name: Title: BALL ASIA PACIFIC LIMITED By: Name: Title: BALL GLASS CONTAINER CORPORATION By: ---------------------- Name: Title: BALL HOLDINGS CORP. By: ---------------------- Name: Title: BALL METAL BEVERAGE CONTAINER CORP. By: ---------------------- Name: Title: BALL METAL FOOD CONTAINER CORP. By: ---------------------- Name: Title: BALL METAL PACKAGING SALES CORP. By: ---------------------- Name: Title: BALL PACKAGING CORP. By: ---------------------- Name: Title: BALL PLASTIC CONTAINER CORP. By: ---------------------- Name: Title: BALL TECHNOLOGIES HOLDING CORP. By: ---------------------- Name: Title: BALL TECHNOLOGY SERVICES CORPORATION By: ---------------------- Name: Title: BG HOLDINGS I, INC. By: /s/ Xxxx X. Xxxx ---------------------- Name: Title: BG HOLDINGS II, INC. By: ---------------------- Name: Title: EFRATOM HOLDING, INC. By: ---------------------- Name: Title: LATAS DE ALUMINIO XXXXXXXX, INC. By: -------------------------- Name: Title: RCAL CANS, INC. By: --------------------------- Name: Title: RIND CANS, INC. By: -------------------------- Name: Title: THE BANK OF NEW YORK, as Senior Subordinated Note Trustee By: ---------------------- Name: Title: EXHIBIT A1 (FACE OF SENIOR SUBORDINATED NOTE) -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- [INSERT THE GLOBAL SENIOR SUBORDINATED NOTE LEGEND, IF APPLICABLE PURSUANT TO THE PROVISIONS OF THE SENIOR SUBORDINATED NOTE INDENTURE] [INSERT THE PRIVATE PLACEMENT LEGEND, IF APPLICABLE PURSUANT TO THE PROVISIONS OF THE SENIOR SUBORDINATED NOTE INDENTURE] CUSIP/CINS NO. $ ------ ------- BALL CORPORATION promises to pay to ____________ or registered assigns, the principal sum of ________________________ Name: Xxxx X. Xxxx Title: Confirmed and agreed to as Guarantors: 17 WEST MININGDollars on August 1, INC2008., ACECO, INC., XXXXXXXXX MINING, INC., AEI COAL SALES COMPANY, INC., AEI HOLDING COMPANY, INC. AEI RESOURCES HOLDING, INC., AMERICOAL DEVELOPMENT COMPANY, APPALACHIAN REALTY COMPANY, AYRSHIRE LAND COMPANY, BELLAIRE TRUCKING COMPANY, BLUEGRASS COAL DEVELOPMENT COMPANY, BOWIE RESOURCES LIMITED CC COAL COMPANY, COAL VENTURES HOLDING COMPANY, INC., EAST KENTUCKY ENERGY CORPORATION, EMPLOYEE BENEFITS MANAGEMENT, INC., ENCOAL CORPORATION, ENERZ CORPORATION, EVERGREEN MINING COMPANY, FAIRVIEW LAND COMPANY, FRANKLIN COAL SALES COMPANY, GRASSY COVE COAL MINING COMPANY, HERITAGE MINING COMPANY, HIGHLAND COAL, INC., XXXXX-XXXXX CO., INC., XXXXXX COAL COMPANY, XXXXXX RESOURCES, INC., XXXXXX RESOURCES MANAGEMENT, INC., MEADOWLARK, INC., MEGA MINERALS, INC., MIDWEST COAL SALES COMPANY, MID-VOL LEASING, INC. MINING TECHNOLOGIES, INC., MOUNTAIN-CLAY, INCORPORATED (d/b/a Mountain Clay, Inc.), PHOENIX LAND COMPANY, PREMIUM PROCESSING, INC., PREMIUM COAL DEVELOPMENT COMPANY, PRO-LAND, INC. (d/b/a Kem Coal Company) R. & F. COAL COMPANY, RIVER COAL COMPANY, INC., ROARING CREEK COAL COMPANY, SHIPYARD RIVER COAL TERMINAL COMPANY, STRAIGHT CREEK COAL RESOURCES COMPANY, TENNESSEE MINING, INC., TURRIS COAL COMPANY, WYOMING COAL TECHNOLOGY, INC., XXXXXXX COAL HOLDING COMPANY, XXXXXXX ENVIRONMENTAL SERVICES COMPANY, ZENERGY, INC., each as Guarantor By: /s/ Xxxx X. Xxxx ________________________________ Name: Xxxx X. Xxxx Title: BEECH COAL COMPANY, CANNELTON, INC., CANNELTON INDUSTRIES, INC., CANNELTON LAND COMPANY, CANNELTON SALES COMPANY, XXXX COAL & DOCK COMPANY, XXXXXX HOLDINGS, INC., KANAWHA CORPORATION, KINDILL HOLDING, INC., KINDILL MINING, INC., MIDWEST COAL COMPANY , MOUNTAINEER COAL DEVELOPMENT COMPANY, MOUNTAIN COALS CORPORATION, OLD BEN COAL COMPANY, WEST VIRGINIA-INDIANA COAL HOLDING COMPANY, INC., each as Guarantor By: /s/ Xxxxxxx X. Xxxxxxxxx _______________________________ Name: Xxxxxxx X. Xxxxxxxxx Title: BENTLEY COAL COMPANY, SKYLINE COAL COMPANY, KENTUCKY PRINCE MINING COMPANY, each as Guarantor By: GRASSY COVE COAL MINING COMPANY, ROARING CREEK COAL COMPANY, each as General Partner of each of the entities listed above By: /s/ Xxxx X. Xxxx _________________________________ Name: Xxxx X. Xxxx Title: NUCOAL, LLC, as Guarantor By: AMERICOAL DEVELOPMENT COMPANY ENCOAL CORPORATION each as Member By: /s/ Xxxx X. Xxxx _________________________________ Name: Xxxx X. Xxxx Title: STATE STREET BANK AND TRUST COMPANY, as Trustee By: /s/ Xxxxx X. Xxxxxx _________________________________ Name: Xxxxx X. Xxxxxx Title: Vice President EXHIBIT A-1 (FACE OF NOTE) ===============================================================================

Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table 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 of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof. SIGNATURES (Signature Pages Follow) Dated as of December 1416, 1998 AEI RESOURCES2003 UNITED AGRI PRODUCTS, INC. By: /s/ Xxxx X. Xxxxxxx ------------------------------------------- Xxxx ________________________ Name: Xxxx X. Xxxx Title: Confirmed Xxxxxxx Executive Vice President and agreed to as Guarantors: 17 WEST MININGChief Financial Officer AG-CHEM, INC., ACECO. XXXXXX CHEMICALS, INC., XXXXXXXXX MINING. UAP 23, INC., AEI COAL SALES COMPANY. CROPMATE COMPANY CSK ENTERPRISES, INC.. GAC 26, AEI HOLDING INC. UAP 27, INC. GENMARKS, INC. GROWER SERVICE CORPORATION (NEW YORK) HACO, INC. LOVELAND INDUSTRIES, INC. LOVELAND PRODUCTS, INC. MIDWEST AGRICULTURE WAREHOUSE CO. XXXXXXX CHEMICAL CO. PLATTE CHEMICAL CO. PUEBLO CHEMICAL & SUPPLY CO. RAVAN PRODUCTS, INC. S.E. ENTERPRISES, INC. SNAKE RIVER CHEMICALS, INC. TRANSBAS, INC. TRI-RIVER CHEMICAL COMPANY, INC. AEI RESOURCES HOLDING, INC., AMERICOAL DEVELOPMENT COMPANY, APPALACHIAN REALTY COMPANY, AYRSHIRE LAND COMPANY, BELLAIRE TRUCKING COMPANY, BLUEGRASS COAL DEVELOPMENT COMPANY, BOWIE RESOURCES LIMITED CC COAL COMPANY, COAL VENTURES HOLDING COMPANY, INC., EAST KENTUCKY ENERGY CORPORATION, EMPLOYEE BENEFITS MANAGEMENT, INC., ENCOAL CORPORATION, ENERZ CORPORATION, EVERGREEN MINING COMPANY, FAIRVIEW LAND COMPANY, FRANKLIN COAL SALES COMPANY, GRASSY COVE COAL MINING COMPANY, HERITAGE MINING COMPANY, HIGHLAND COAL, INC., XXXXXTRI-XXXXX CO., INC., XXXXXX COAL COMPANY, XXXXXX RESOURCES, INC., XXXXXX RESOURCES MANAGEMENT, INC., MEADOWLARK, INC., MEGA MINERALS, INC., MIDWEST COAL SALES COMPANY, MID-VOL LEASINGSTATE CHEMICALS, INC. MINING TECHNOLOGIES, INC., MOUNTAINTRI-CLAY, INCORPORATED (d/b/a Mountain Clay, Inc.), PHOENIX LAND COMPANY, PREMIUM PROCESSING, INC., PREMIUM COAL DEVELOPMENT COMPANY, PRO-LANDSTATE DELTA CHEMICALS, INC. (d/b/a Kem Coal Company) R. & F. COAL COMPANY, RIVER COAL COMPANYUAP RECEIVABLES CORPORATION UAP 22, INC., ROARING CREEK COAL COMPANY, SHIPYARD RIVER COAL TERMINAL COMPANY, STRAIGHT CREEK COAL RESOURCES COMPANY, TENNESSEE MINING. UAP/GA AG CHEM, INC., TURRIS COAL COMPANY, WYOMING COAL TECHNOLOGY. UAPLP, INC., XXXXXXX COAL HOLDING COMPANY, XXXXXXX ENVIRONMENTAL SERVICES COMPANY, ZENERGY. UNITED AGRI PRODUCTS - FLORIDA, INC.. UNITED AGRI PRODUCTS FINANCIAL SERVICES, each as Guarantor INC. VERDICON, INC. YVC, INC. By: /s/ Xxxx X. Xxxxxxx ------------------------------------------- Xxxx ________________________________ Name: Xxxx X. Xxxx Title: BEECH COAL COMPANY, CANNELTON, INC., CANNELTON INDUSTRIES, INC., CANNELTON LAND COMPANY, CANNELTON SALES COMPANY, XXXX COAL & DOCK COMPANY, XXXXXX HOLDINGS, INC., KANAWHA CORPORATION, KINDILL HOLDING, INC., KINDILL MINING, INC., MIDWEST COAL COMPANY , MOUNTAINEER COAL DEVELOPMENT COMPANY, MOUNTAIN COALS CORPORATION, OLD BEN COAL COMPANY, WEST VIRGINIA-INDIANA COAL HOLDING COMPANY, INC., each as Guarantor By: /s/ Xxxxxxx X. Xxxxxxxxx _______________________________ Name: Xxxxxxx X. Xxxxxxxxx Title: BENTLEY COAL COMPANY, SKYLINE COAL COMPANY, KENTUCKY PRINCE MINING COMPANY, each as Guarantor By: GRASSY COVE COAL MINING COMPANY, ROARING CREEK COAL COMPANY, each as General Partner of each of the entities listed above By: /s/ Xxxx X. Xxxx _________________________________ Name: Xxxx X. Xxxx Title: NUCOAL, LLC, as Guarantor By: AMERICOAL DEVELOPMENT COMPANY ENCOAL CORPORATION each as Member By: /s/ Xxxx X. Xxxx _________________________________ Name: Xxxx X. Xxxx Title: STATE STREET BANK AND TRUST COMPANYExecutive Vice President and Chief Financial Officer JPMORGAN CHASE BANK, as Trustee By: /s/ Xxxxx X. Xxxxxx _________________________________ ------------------------------------------- Name: Xxxxx X. Xxxxxx Title: Vice President EXHIBIT A-1 (FACE OF NOTE) ===============================================================================[Face of Note] -------------------------------------------------------------------------------- CUSIP/CINS ------------

Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table and Headings headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof. 104 112 SIGNATURES Dated as of December 14May 29, 1998 AEI RESOURCESCEX HOLDINGS, INC. Attest: By: /s/ Xxxx Gary X. Xxxxxx ------------------------------- Name: Gary X. Xxxxxx Title: Executive Vice President /s/ Kyle X. Xxxx ________________________ --------------------- Name: Xxxx Kyle X. Xxxx TitleXxxle: Confirmed and agreed to as Guarantors: 17 WEST MINING, INC., ACECO, INC., XXXXXXXXX MINING, INC., AEI COAL SALES COMPANY, INC., AEI HOLDING COMPANYAssistant Secretary CORPORATE EXPRESS, INC. AEI RESOURCES HOLDINGAttest: By: /s/ Gary X. Xxxxxx ------------------------------- Name: Gary X. Xxxxxx Title: Executive Vice President /s/ Kyle X. Xxxx --------------------- Name: Kyle X. Xxxx Xxxle: Assistant Secretary ASAP SOFTWARE EXPRESS, INC., AMERICOAL DEVELOPMENT COMPANY, APPALACHIAN REALTY COMPANY, AYRSHIRE LAND COMPANY, BELLAIRE TRUCKING COMPANY, BLUEGRASS COAL DEVELOPMENT COMPANY, BOWIE RESOURCES LIMITED CC COAL COMPANY, COAL VENTURES HOLDING COMPANY. CORPORATE EXPRESS CALLCENTER SERVICES, INC.. SOFCO-MEAD, EAST KENTUCKY ENERGY CORPORATION, EMPLOYEE BENEFITS MANAGEMENTXXC. SQP, INC., ENCOAL CORPORATION, ENERZ CORPORATION, EVERGREEN MINING COMPANY, FAIRVIEW LAND COMPANY, FRANKLIN COAL SALES COMPANY, GRASSY COVE COAL MINING COMPANY, HERITAGE MINING COMPANY, HIGHLAND COAL. SOFCO OF OHIO, INC.. S&O PROPERTY, XXXXX-XXXXX INC. EPCO PACKAGING SERVICES, INC. HERMANN MARKETING, INC. DISTRIBUTION RESOURCES CO. CORPORATE EXPRESS REAL ESTATE, INC. CORPORATE EXPRESS OF THE EAST, INC. CORPORATE EXPRESS OF TEXAS, INC. FEDERAL SALES SERVICE, INC. VIRGINIA IMPRESSIONS PRODUCTS CO., INC., XXXXXX COAL COMPANY, XXXXXX RESOURCES, INC., XXXXXX RESOURCES MANAGEMENT, INC., MEADOWLARK, INC., MEGA MINERALS, INC., MIDWEST COAL SALES COMPANY, MID-VOL LEASINGINC MICROMAGNETIC SYSTEMS, INC. MINING TECHNOLOGIES, INC., MOUNTAIN-CLAY, INCORPORATED (d/b/a Mountain Clay, Inc.), PHOENIX LAND COMPANY, PREMIUM PROCESSING, INC., PREMIUM COAL DEVELOPMENT COMPANY, PRO-LANDCORPORATE EXPRESS DELIVERY SYSTEMS, INC. (d/b/a Kem Coal Company) R. & F. COAL COMPANY, RIVER COAL COMPANYAMERICAN DELIVERY SYSTEM, INC., ROARING CREEK COAL COMPANY, SHIPYARD RIVER COAL TERMINAL COMPANY, STRAIGHT CREEK COAL RESOURCES COMPANY, TENNESSEE MINING. CORPORATE EXPRESS DISTRIBUTION SERVICES, INC., TURRIS COAL COMPANY, WYOMING COAL TECHNOLOGY. NEW DELAWARE DELIVERY, INC., XXXXXXX COAL HOLDING COMPANY, XXXXXXX ENVIRONMENTAL SERVICES COMPANY, ZENERGY. 105 113 RED ARROW CORPORATION RAC, INC.. RED ARROW SPOTTING SERVICES, each as Guarantor INC. RED ARROW TRUCKING CO. RED ARROW WAREHOUSING, CO. RUSH TRUCKING, INC. CORPORATE EXPRESS DELIVERY SYSTEMS - INTERMOUNTAIN, INC. CORPORATE EXPRESS DELIVERY LEASING - INTERMOUNTAIN, INC. CORPORATE EXPRESS DELIVERY SYSTEMS - MID-ATLANTIC, INC. CORPORATE EXPRESS DELIVERY LEASING - MID-ATLANTIC, INC. CORPORATE EXPRESS DELIVERY SYSTEMS - MID-WEST, INC. CORPORATE EXPRESS DELIVERY LEASING - MID-WEST, INC. CORPORATE EXPRESS DELIVERY SYSTEMS - NEW ENGLAND, INC. CORPORATE EXPRESS DELIVERY LEASING - NEW ENGLAND, INC. CORPORATE EXPRESS DELIVERY SYSTEMS - NORTHEAST, INC. CORPORATE EXPRESS DELIVERY LEASING - NORTHEAST, INC. CORPORATE EXPRESS DELIVERY SYSTEMS - SOUTHEAST, INC. CORPORATE EXPRESS DELIVERY LEASING - SOUTHEAST, INC. AIR COURIER DISPATCH OF NEW JERSEY, INC. SUNBELT COURIER, INC. TRICOR AMERICA, INC. MIDNITE EXPRESS INTERNATIONAL COURIER, INC. CORPORATE EXPRESS DELIVERY SYSTEMS - SOUTHWEST, INC. CORPORATE EXPRESS DELIVERY LEASING - SOUTHWEST, INC. 106 114 CORPORATE EXPRESS DELIVERY SYSTEMS - WEST COAST, INC. CORPORATE EXPRESS DELIVERY LEASING - WEST COAST, INC. CORPORATE EXPRESS DELIVERY SYSTEMS - EXPEDITED, INC. CORPORATE EXPRESS DELIVERY LEASING - EXPEDITED, INC. CORPORATE EXPRESS DELIVERY ADMINISTRATION, INC. CORPORATE EXPRESS DELIVERY MANAGEMENT BUSINESS TRUST By: /s/ Xxxx Gary X. Xxxx ________________________________ Xxxxxx ------------------------------------ Name: Xxxx X. Xxxx Title: BEECH COAL COMPANY, CANNELTON, INC., CANNELTON INDUSTRIES, INC., CANNELTON LAND COMPANY, CANNELTON SALES COMPANY, XXXX COAL & DOCK COMPANY, XXXXXX HOLDINGS, INC., KANAWHA CORPORATION, KINDILL HOLDING, INC., KINDILL MINING, INC., MIDWEST COAL COMPANY , MOUNTAINEER COAL DEVELOPMENT COMPANY, MOUNTAIN COALS CORPORATION, OLD BEN COAL COMPANY, WEST VIRGINIA-INDIANA COAL HOLDING COMPANY, INC., each as Guarantor By: /s/ Xxxxxxx X. Xxxxxxxxx _______________________________ Name: Xxxxxxx X. Xxxxxxxxx Title: BENTLEY COAL COMPANY, SKYLINE COAL COMPANY, KENTUCKY PRINCE MINING COMPANY, each as Guarantor By: GRASSY COVE COAL MINING COMPANY, ROARING CREEK COAL COMPANY, each as General Partner of each of the entities listed above By: /s/ Xxxx X. Xxxx _________________________________ Name: Xxxx X. Xxxx Title: NUCOAL, LLC, as Guarantor By: AMERICOAL DEVELOPMENT COMPANY ENCOAL CORPORATION each as Member By: /s/ Xxxx X. Xxxx _________________________________ Name: Xxxx X. Xxxx Title: STATE STREET BANK AND TRUST COMPANY, as Trustee By: /s/ Xxxxx X. Xxxxxx _________________________________ Name: Xxxxx Gary X. Xxxxxx Title: Vice President 107 115 XXX XXXX XX XXX XXXX, xx Trustee By: /s/ Waltxx X. Xxxxxx ---------------------------- Name: Waltxx X. Xxxxxx Title: Vice President (SEAL) 108 116 EXHIBIT A-1 A (FACE OF NOTE144A) ===============================================================================(Face of Note) Reg. S) CUSIP No.: (ISIN) No. $350,000,000 CEX HOLDINGS, INC. promises to pay to or registered assigns, the principal sum of Dollars on June 1, 2008 Interest Payment Dates: June 1 and December 1 Record Dates: May 15 and November 15 Dated: May 29, 1998 CEX HOLDINGS, INC. By: ---------------------------- Name: Title: By: ---------------------------- Name: Title: (SEAL) This is one of the Global Notes referred to in the within-mentioned Indenture: The Bank of New York, as Trustee By: ---------------------------- Authorized Signatory

Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table 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 of this Indenture and shall will in no way modify or restrict any of the terms or provisions hereof. SIGNATURES Dated as of December 14February 11, 1998 AEI RESOURCES, INC2005 ISSUERS AMERICAN COMMERCIAL LINES LLC By: /s/ Xxxx X. Xxxxxx -------------------------------------------- Name: Xxxx X. Xxxxxx Title: President and Chief Executive Officer ACL FINANCE CORP. By: /s/ Xxxx X. Xxxxxx -------------------------------------------- Name: Xxxx X. Xxxxxx Title: President and Chief Executive Officer GUARANTORS AMERICAN BARGE LINE COMPANY By: /s/ Xxxx X. Xxxxxx -------------------------------------------- Name: Xxxx X. Xxxxxx Title: President and Chief Executive Officer COMMERCIAL BARGE LINE COMPANY By: /s/ Xxxx X. Xxxxxx -------------------------------------------- Name: Xxxx X. Xxxxxx Title: President and Chief Executive Officer LOUISIANA DOCK COMPANY LLC By: /s/ Xxxx X. Xxxxxx -------------------------------------------- Name: Xxxx X. Xxxxxx Title: President and Chief Executive Officer AMERICAN COMMERCIAL TERMINALS LLC By: /s/ Xxxx X. Xxxxxx -------------------------------------------- Name: Xxxx X. Xxxxxx Title: President and Chief Executive Officer AMERICAN COMMERCIAL LOGISTICS LLC By: /s/ Xxxx X. Xxxxxx -------------------------------------------- Name: Xxxx X. Xxxxxx Title: President and Chief Executive Officer AMERICAN COMMERCIAL LINES INTERNATIONAL LLC By: /s/ Xxxx X. Xxxxxx -------------------------------------------- Name: Xxxx X. Xxxxxx Title: President and Chief Executive Officer JEFFBOAT LLC By: /s/ Xxxx X. Xxxxxx -------------------------------------------- Name: Xxxx X. Xxxxxx Title: President and Chief Executive Officer AMERICAN COMMERCIAL BARGE LINE LLC By: /s/ Xxxx X. Xxxxxx -------------------------------------------- Name: Xxxx X. Xxxxxx Title: President and Chief Executive Officer ACBL LIQUID SALES LLC By: /s/ Xxxx X. Xxxxxx -------------------------------------------- Name: Xxxx X. Xxxxxx Title: President and Chief Executive Officer ORINOCO TASA LLC By: /s/ Xxxx X. Xxxxxx -------------------------------------------- Name: Xxxx X. Xxxxxx Title: President and Chief Executive Officer ORINOCO TASV LLC By: /s/ Xxxx X. Xxxxxx -------------------------------------------- Name: Xxxx X. Xxxxxx Title: President and Chief Executive Officer HOUSTON FLEET LLC By: /s/ Xxxx X. Xxxxxx --------------------------------------------- Name: Xxxx X. Xxxxxx Title: President and Chief Executive Officer AMERICAN COMMERCIAL TERMINALS-MEMPHIS LLC By: /s/ Xxxx X. Xxxxxx --------------------------------------------- Name: Xxxx X. Xxxxxx Title: President and Chief Executive Officer LEMONT HARBOR & FLEETING SERVICES LLC By: /s/ Xxxx X. Xxxxxx --------------------------------------------- Name: Xxxx X. Xxxxxx Title: President and Chief Executive Officer TRUSTEE WILMINGTON TRUST COMPANY By: /s/ Xxxxxxx X. Xxxx --------------------------------------------- Name: Xxxxxxx X. Xxxx Title: Authorized Signer EXHIBIT A1 [Face of Note] -------------------------------------------------------------------------------- CUSIP/CINS________________________ Name: Xxxx X. Xxxx Title: Confirmed and agreed to as Guarantors: 17 WEST MINING, INC., ACECO, INC., XXXXXXXXX MINING, INC., AEI COAL SALES COMPANY, INC., AEI HOLDING COMPANY, INC. AEI RESOURCES HOLDING, INC., AMERICOAL DEVELOPMENT COMPANY, APPALACHIAN REALTY COMPANY, AYRSHIRE LAND COMPANY, BELLAIRE TRUCKING COMPANY, BLUEGRASS COAL DEVELOPMENT COMPANY, BOWIE RESOURCES LIMITED CC COAL COMPANY, COAL VENTURES HOLDING COMPANY, INC., EAST KENTUCKY ENERGY CORPORATION, EMPLOYEE BENEFITS MANAGEMENT, INC., ENCOAL CORPORATION, ENERZ CORPORATION, EVERGREEN MINING COMPANY, FAIRVIEW LAND COMPANY, FRANKLIN COAL SALES COMPANY, GRASSY COVE COAL MINING COMPANY, HERITAGE MINING COMPANY, HIGHLAND COAL, INC., XXXXX-XXXXX CO., INC., XXXXXX COAL COMPANY, XXXXXX RESOURCES, INC., XXXXXX RESOURCES MANAGEMENT, INC., MEADOWLARK, INC., MEGA MINERALS, INC., MIDWEST COAL SALES COMPANY, MID-VOL LEASING, INC. MINING TECHNOLOGIES, INC., MOUNTAIN-CLAY, INCORPORATED (d/b/a Mountain Clay, Inc.), PHOENIX LAND COMPANY, PREMIUM PROCESSING, INC., PREMIUM COAL DEVELOPMENT COMPANY, PRO-LAND, INC. (d/b/a Kem Coal Company) R. & F. COAL COMPANY, RIVER COAL COMPANY, INC., ROARING CREEK COAL COMPANY, SHIPYARD RIVER COAL TERMINAL COMPANY, STRAIGHT CREEK COAL RESOURCES COMPANY, TENNESSEE MINING, INC., TURRIS COAL COMPANY, WYOMING COAL TECHNOLOGY, INC., XXXXXXX COAL HOLDING COMPANY, XXXXXXX ENVIRONMENTAL SERVICES COMPANY, ZENERGY, INC., each as Guarantor By: /s/ Xxxx X. Xxxx ________________________________ Name: Xxxx X. Xxxx Title: BEECH COAL COMPANY, CANNELTON, INC., CANNELTON INDUSTRIES, INC., CANNELTON LAND COMPANY, CANNELTON SALES COMPANY, XXXX COAL & DOCK COMPANY, XXXXXX HOLDINGS, INC., KANAWHA CORPORATION, KINDILL HOLDING, INC., KINDILL MINING, INC., MIDWEST COAL COMPANY , MOUNTAINEER COAL DEVELOPMENT COMPANY, MOUNTAIN COALS CORPORATION, OLD BEN COAL COMPANY, WEST VIRGINIA-INDIANA COAL HOLDING COMPANY, INC., each as Guarantor By: /s/ Xxxxxxx X. Xxxxxxxxx _______________________________ Name: Xxxxxxx X. Xxxxxxxxx Title: BENTLEY COAL COMPANY, SKYLINE COAL COMPANY, KENTUCKY PRINCE MINING COMPANY, each as Guarantor By: GRASSY COVE COAL MINING COMPANY, ROARING CREEK COAL COMPANY, each as General Partner of each of the entities listed above By: /s/ Xxxx X. Xxxx _________________________________ Name: Xxxx X. Xxxx Title: NUCOAL, LLC, as Guarantor By: AMERICOAL DEVELOPMENT COMPANY ENCOAL CORPORATION each as Member By: /s/ Xxxx X. Xxxx _________________________________ Name: Xxxx X. Xxxx Title: STATE STREET BANK AND TRUST COMPANY, as Trustee By: /s/ Xxxxx X. Xxxxxx _________________________________ Name: Xxxxx X. Xxxxxx Title: Vice President EXHIBIT A-1 (FACE OF NOTE) ===============================================================================

Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table 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 of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof. [Signatures on following pages] SIGNATURES Dated as of December 14April 9, 1998 AEI RESOURCES1999 The IT Group, INC. Inc. By: /s/ Xxxx X. Xxxx ________________________ Name: Xxxx X. Xxxx Title: Confirmed and agreed to as Guarantors: 17 WEST MINING, INC., ACECO, INC., XXXXXXXXX MINING, INC., AEI COAL SALES COMPANY, INC., AEI HOLDING COMPANY, INC. AEI RESOURCES HOLDING, INC., AMERICOAL DEVELOPMENT COMPANY, APPALACHIAN REALTY COMPANY, AYRSHIRE LAND COMPANY, BELLAIRE TRUCKING COMPANY, BLUEGRASS COAL DEVELOPMENT COMPANY, BOWIE RESOURCES LIMITED CC COAL COMPANY, COAL VENTURES HOLDING COMPANY, INC., EAST KENTUCKY ENERGY CORPORATION, EMPLOYEE BENEFITS MANAGEMENT, INC., ENCOAL CORPORATION, ENERZ CORPORATION, EVERGREEN MINING COMPANY, FAIRVIEW LAND COMPANY, FRANKLIN COAL SALES COMPANY, GRASSY COVE COAL MINING COMPANY, HERITAGE MINING COMPANY, HIGHLAND COAL, INC., XXXXX-XXXXX CO., INC., XXXXXX COAL COMPANY, XXXXXX RESOURCES, INC., XXXXXX RESOURCES MANAGEMENT, INC., MEADOWLARK, INC., MEGA MINERALS, INC., MIDWEST COAL SALES COMPANY, MID-VOL LEASING, INC. MINING TECHNOLOGIES, INC., MOUNTAIN-CLAY, INCORPORATED (d/b/a Mountain Clay, Inc.), PHOENIX LAND COMPANY, PREMIUM PROCESSING, INC., PREMIUM COAL DEVELOPMENT COMPANY, PRO-LAND, INC. (d/b/a Kem Coal Company) R. & F. COAL COMPANY, RIVER COAL COMPANY, INC., ROARING CREEK COAL COMPANY, SHIPYARD RIVER COAL TERMINAL COMPANY, STRAIGHT CREEK COAL RESOURCES COMPANY, TENNESSEE MINING, INC., TURRIS COAL COMPANY, WYOMING COAL TECHNOLOGY, INC., XXXXXXX COAL HOLDING COMPANY, XXXXXXX ENVIRONMENTAL SERVICES COMPANY, ZENERGY, INC., each as Guarantor By: /s/ Xxxx X. Xxxx ________________________________ Name: Xxxx X. Xxxx Title: BEECH COAL COMPANY, CANNELTON, INC., CANNELTON INDUSTRIES, INC., CANNELTON LAND COMPANY, CANNELTON SALES COMPANY, XXXX COAL & DOCK COMPANY, XXXXXX HOLDINGS, INC., KANAWHA CORPORATION, KINDILL HOLDING, INC., KINDILL MINING, INC., MIDWEST COAL COMPANY , MOUNTAINEER COAL DEVELOPMENT COMPANY, MOUNTAIN COALS CORPORATION, OLD BEN COAL COMPANY, WEST VIRGINIA-INDIANA COAL HOLDING COMPANY, INC., each as Guarantor By: /s/ Xxxxxxx X. Xxxxxxxxx _______________________________ Name: Xxxxxxx X. Xxxxxxxxx Title: BENTLEY COAL COMPANY, SKYLINE COAL COMPANY, KENTUCKY PRINCE MINING COMPANY, each as Guarantor By: GRASSY COVE COAL MINING COMPANY, ROARING CREEK COAL COMPANY, each as General Partner of each of the entities listed above By: /s/ Xxxx X. Xxxx :_________________________________ Name: Xxxx X. Xxxx Title: NUCOALAlaska Remediation Services Corp. Beneco Enterprises, LLCInc. Fluor Xxxxxx Environmental Services, as Guarantor Inc. GCAP Services, Inc. Gradient Corporation Groundwater Technology, Inc. IT C&V Operations, Inc. IT Corporation IT Corporation of North Carolina IT E&C Operations, Inc. IT Environmental and Facilities, Inc. IT International Holdings, Inc. IT International Investments, Inc. IT International Operations, Inc. IT Investment Holdings, Inc. IT Japan Services, Inc. IT Korea Services, Inc. IT Tulsa Holdings, Inc. Jellinek, Xxxxxxxx and Xxxxxxxx, Inc. JSC International, Inc. Landbank, Inc. Landbank Remediation Corp. Pacific Environmental Group Inc. PHR Environmental Consultants, Inc. Sielken, Inc. OHM Corporation OHM Remediation Services, Corp. 00-00 Xxxxxxx Xxxxx Xxxxxxxxx, LLC Empire State I, LLC Empire State II LLC Kato Road LLC Landbank Environmental Properties LLC Northeast Restoration Company, LLC The Dorchester Group By: AMERICOAL DEVELOPMENT COMPANY ENCOAL CORPORATION each as Member By: /s/ Xxxx X. Xxxx _________________________________ Name: Xxxx X. Xxxx Title: STATE STREET BANK AND TRUST COMPANY, as Trustee By: /s/ Xxxxx X. Xxxxxx :_________________________________ Name: Xxxxx X. Xxxxxx Xxxx Title: Vice President 72 The Bank of New York, as Trustee By:_____________________________ Name: Xxxxxx X. Xxxxxxxxx Title: Assistant Treasurer [Face of Note] EXHIBIT A-1 (FACE OF NOTE) ===============================================================================A ________________________________________________________________________________ CUSIP ____________ ISIN ______________ 11 1/4% Senior Subordinated Notes due 2009 No. ___ $____________ THE IT GROUP, INC. promises to pay to CEDE & CO., or registered assigns, the principal sum of DOLLARS on April 1, 2009.

Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table 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 of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof. SIGNATURES Dated as of December 14February 20, 1998 AEI RESOURCES2001 WCI COMMUNITIES, INC. By: /s/ Xxxx Jamex X. Xxxx ________________________ Xxxxx -------------------------------------- Name: Xxxx Jamex X. Xxxx Xxxxx Title: Confirmed and agreed to as Guarantors: 17 WEST MINING, INC., ACECO, INC., XXXXXXXXX MINING, INC., AEI COAL SALES COMPANY, INC., AEI HOLDING COMPANYSenior Vice President BAY COLONY-GATEWAY, INC. AEI By: /s/ Jamex X. Xxxxx -------------------------------------- Name: Jamex X. Xxxxx Title: Senior Vice President FINANCIAL RESOURCES HOLDINGGROUP, INC., AMERICOAL DEVELOPMENT COMPANY, APPALACHIAN REALTY COMPANY, AYRSHIRE LAND COMPANY, BELLAIRE TRUCKING COMPANY, BLUEGRASS COAL DEVELOPMENT COMPANY, BOWIE RESOURCES LIMITED CC COAL COMPANY, COAL VENTURES HOLDING COMPANY. By: /s/ Jamex X. Xxxxx -------------------------------------- Name: Jamex X. Xxxxx Title: Senior Vice President FIRST FIDELITY TITLE, INC.. By: /s/ Jamex X. Xxxxx -------------------------------------- Name: Jamex X. Xxxxx Title: Senior Vice President FLORIDA LIFESTYLE MANAGEMENT COMPANY By: /s/ Jamex X. Xxxxx -------------------------------------- Name: Jamex X. Xxxxx Title: Senior Vice President S-1 89 LIVIXXXXXX XXXLES, EAST KENTUCKY ENERGY CORPORATIONINC. By: /s/ Jamex X. Xxxxx -------------------------------------- Name: Jamex X. Xxxxx Title: Vice President LIVIXXXXXX XXXD, EMPLOYEE BENEFITS INC. By: /s/ Jamex X. Xxxxx -------------------------------------- Name: Jamex X. Xxxxx Title: Vice President PANTHER DEVELOPMENTS, LLC By: /s/ Jamex X. Xxxxx -------------------------------------- Name: Jamex X. Xxxxx Title: Vice President SUN CITY CENTER GOLF PROPERTIES, INC. By: /s/ Jamex X. Xxxxx -------------------------------------- Name: Jamex X. Xxxxx Title: Senior Vice President SUN CITY CENTER REALTY, INC. By: /s/ Jamex X. Xxxxx -------------------------------------- Name: Jamex X. Xxxxx Title: Senior Vice President By: /s/ Jamex X. Xxxxx -------------------------------------- Name: Jamex X. Xxxxx Title: Senior Vice President WI ULTRACORP OF FLORIDA, INC. By: /s/ Chrixxxxxxx X. Xxxxxx -------------------------------------- Name: Chrixxxxxxx X. Xxxxxx Title: Vice President THE COLONY AT PELICAN LANDING GOLF CLUB, INC. By: /s/ Jamex X. Xxxxx -------------------------------------- Name: Jamex X. Xxxxx Title: Vice President COMMUNITIES AMENITIES, INC. By: /s/ Jamex X. Xxxxx -------------------------------------- Name: Jamex X. Xxxxx Title: Vice President COMMUNITIES HOME BUILDERS, INC. By: /s/ Jamex X. Xxxxx -------------------------------------- Name: Jamex X. Xxxxx Title: Vice President By: /s/ Jamex X. Xxxxx -------------------------------------- Name: Jamex X. Xxxxx Title: Vice President JYC HOLDINGS, INC. By: /s/ Jamex X. Xxxxx -------------------------------------- Name: Jamex X. Xxxxx Title: Vice President MARBELLA AT PELICAN BAY, INC. By: /s/ Jamex X. Xxxxx -------------------------------------- Name: Jamex X. Xxxxx Title: Vice President PELICAN LANDING GOLF RESORT VENTURES, INC. By: /s/ Jamex X. Xxxxx -------------------------------------- Name: Jamex X. Xxxxx Title: Vice President SARASOTA TOWER, INC. By: /s/ Jamex X. Xxxxx -------------------------------------- Name: Jamex X. Xxxxx Title: Vice President By: /s/ Jamex X. Xxxxx -------------------------------------- Name: Jamex X. Xxxxx Title: Vice President TIBURON GOLF VENTURES, INC. By: /s/ Jamex X. Xxxxx -------------------------------------- Name: Jamex X. Xxxxx Title: Vice President WATERMARK POOLS, INC. By: /s/ Thomxx XxXxxx -------------------------------------- Name: Thomxx XxXxxx Title: Secretary WATERMARK REALTY REFERRAL, INC. By: /s/ Jamex X. Xxxxx -------------------------------------- Name: Jamex X. Xxxxx Title: Senior Vice President WCI COMMUNITIES PROPERTY MANAGEMENT, INC., ENCOAL CORPORATION, ENERZ CORPORATION, EVERGREEN MINING COMPANY, FAIRVIEW LAND COMPANY, FRANKLIN COAL SALES COMPANY, GRASSY COVE COAL MINING COMPANY, HERITAGE MINING COMPANY, HIGHLAND COAL, INC., XXXXX-XXXXX CO., INC., XXXXXX COAL COMPANY, XXXXXX RESOURCES, INC., XXXXXX RESOURCES MANAGEMENT, INC., MEADOWLARK, INC., MEGA MINERALS, INC., MIDWEST COAL SALES COMPANY, MID-VOL LEASING. By: /s/ Jamex X. Xxxxx -------------------------------------- Name: Jamex X. Xxxxx Title: Vice President By: /s/ Jamex X. Xxxxx -------------------------------------- Name: Jamex X. Xxxxx Title: Vice President WCI REALTY, INC. MINING TECHNOLOGIES, INC., MOUNTAIN-CLAY, INCORPORATED (d/b/a Mountain Clay, Inc.), PHOENIX LAND COMPANY, PREMIUM PROCESSING, INC., PREMIUM COAL DEVELOPMENT COMPANY, PRO-LANDBy: /s/ Jamex X. Xxxxx -------------------------------------- Name: Jamex X. Xxxxx Title: Vice President BAY COLONY REALTY ASSOCIATES, INC. (d/b/a Kem Coal Company) R. & F. COAL COMPANY, RIVER COAL COMPANY, INC., ROARING CREEK COAL COMPANY, SHIPYARD RIVER COAL TERMINAL COMPANY, STRAIGHT CREEK COAL RESOURCES COMPANY, TENNESSEE MINING, INC., TURRIS COAL COMPANY, WYOMING COAL TECHNOLOGY, INC., XXXXXXX COAL HOLDING COMPANY, XXXXXXX ENVIRONMENTAL SERVICES COMPANY, ZENERGY, INC., each as Guarantor By: /s/ Xxxx Vivixx X. Xxxx Xxxxxxxx -------------------------------------- Name: Vivixx X. Xxxxxxxx Title: Secretary BAY COLONY OF NAPLES, INC. By: /s/ Vivixx X. Xxxxxxxx -------------------------------------- Name: Vivixx X. Xxxxxxxx Title: Secretary CORAL RIDGE COMMUNITIES, INC. By: /s/ Vivixx X. Xxxxxxxx -------------------------------------- Name: Vivixx X. Xxxxxxxx Title: Secretary By: /s/ Vivixx X. Xxxxxxxx -------------------------------------- Name: Vivixx X. Xxxxxxxx Title: Secretary CORAL RIDGE REALTY, INC. By: /s/ Vivixx X. Xxxxxxxx -------------------------------------- Name: Vivixx X. Xxxxxxxx Title: Secretary CORAL RIDGE REALTY SALES, INC. By: /s/ Vivixx X. Xxxxxxxx -------------------------------------- Name: Vivixx X. Xxxxxxxx Title: Secretary FLORIDA DESIGN COMMUNITIES, INC. By: /s/ Vivixx X. Xxxxxxxx -------------------------------------- Name: Vivixx X. Xxxxxxxx Title: Secretary FLORIDA NATIONAL PROPERTIES, INC. By: /s/ Stevxx X. Xxxxxxx -------------------------------------- Name: Stevxx X. Xxxxxxx Title: Treasurer By: /s/ Stevxx X. Xxxxxxx -------------------------------------- Name: Stevxx X. Xxxxxxx Title: Treasurer GATEWAY REALTY SALES, INC. By: /s/ Vivixx X. Xxxxxxxx -------------------------------------- Name: Vivixx X. Xxxxxxxx Title: Secretary HERON BAY, INC. By: /s/ Vivixx X. Xxxxxxxx -------------------------------------- Name: Vivixx X. Xxxxxxxx Title: Secretary HERON BAY GOLF COURSE PROPERTIES, INC. By: /s/ Vivixx X. Xxxxxxxx -------------------------------------- Name: Vivixx X. Xxxxxxxx Title: Secretary PELICAN BAY PROPERTIES, INC. By: /s/ Vivixx X. Xxxxxxxx -------------------------------------- Name: Vivixx X. Xxxxxxxx Title: Secretary By: /s/ Vivixx X. Xxxxxxxx -------------------------------------- Name: Vivixx X. Xxxxxxxx Title: Secretary PELICAN LANDING PROPERTIES, INC. By: /s/ Vivixx X. Xxxxxxxx -------------------------------------- Name: Vivixx X. Xxxxxxxx Title: Secretary PELICAN MARSX XXXPERTIES, INC. By: /s/ Vivixx X. Xxxxxxxx -------------------------------------- Name: Vivixx X. Xxxxxxxx Title: Secretary TARPON COVE REALTY, INC. By: /s/ Vivixx X. Xxxxxxxx -------------------------------------- Name: Vivixx X. Xxxxxxxx Title: Secretary WCI HOMES, INC. By: /s/ Richxxx Xxxxxxxxxx --------------------------------------- Name: Richxxx Xxxxxxxxxx Title: Secretary By: /s/ Jamex X. Xxxxx -------------------------------------- Name: Jamex X. Xxxxx Title: Vice President S-10 98 XXX XXXX XX XXX XXXX as Trustee By: -------------------------------------- Name: Title: S-11 99 EXHIBIT A1 [Face of Note] ________________________________ Name: Xxxx X. Xxxx Title: BEECH COAL COMPANY, CANNELTON, INC., CANNELTON INDUSTRIES, INC., CANNELTON LAND COMPANY, CANNELTON SALES COMPANY, XXXX COAL & DOCK COMPANY, XXXXXX HOLDINGS, INC., KANAWHA CORPORATION, KINDILL HOLDING, INC., KINDILL MINING, INC., MIDWEST COAL COMPANY , MOUNTAINEER COAL DEVELOPMENT COMPANY, MOUNTAIN COALS CORPORATION, OLD BEN COAL COMPANY, WEST VIRGINIA-INDIANA COAL HOLDING COMPANY, INC., each as Guarantor By: /s/ Xxxxxxx X. Xxxxxxxxx _______________________________ Name: Xxxxxxx X. Xxxxxxxxx Title: BENTLEY COAL COMPANY, SKYLINE COAL COMPANY, KENTUCKY PRINCE MINING COMPANY, each as Guarantor By: GRASSY COVE COAL MINING COMPANY, ROARING CREEK COAL COMPANY, each as General Partner of each of the entities listed above By: /s/ Xxxx X. Xxxx _________________________________ Name: Xxxx X. Xxxx Title: NUCOALCUSIP/CINS ____________ No. ___ $____________ WCI COMMUNITIES, LLC, as Guarantor By: AMERICOAL DEVELOPMENT COMPANY ENCOAL CORPORATION each as Member By: /s/ Xxxx X. Xxxx INC. promises to pay to ____________________________________________________________ Name: Xxxx X. Xxxx Title: STATE STREET BANK AND TRUST COMPANYor registered assigns, as Trustee By: /s/ Xxxxx X. Xxxxxx the principal sum of ___________________________________________________________ Dollars on _____________, 2011. Interest Payment Dates: ____________ and ____________ Record Dates: ____________ and ____________ WCI COMMUNITIES, INC. By: _____________________ Name: Xxxxx X. Xxxxxx Title: Vice President EXHIBIT A-1 (FACE This is one of the Notes referred to in the within-mentioned Indenture: Dated: _______________, ____ THE BANK OF NOTE) ===============================================================================NEW YORK, as Trustee By: __________________________________ Authorized Signatory ____________________________________________________________________ A1-1 100 [Back of Note] 10 5/8% [Series A] [Series B] Senior Subordinated Notes due 2011 [Insert the Global Note Legend, if applicable pursuant to the provisions of the Indenture] [Insert the Private Placement Legend, if applicable pursuant to the provisions of the Indenture] Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table 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 of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof. SIGNATURES Dated as of December 14February 11, 1998 AEI RESOURCESSFX ENTERTAINMENT, INC. By: /s/ Xxxx X. Xxxx ________________________ --------------------------- Name: Xxxx Xxxxxx X. Xxxx Xxxxx Title: Confirmed General Counsel, Executive Vice President and agreed to as GuarantorsSecretary ATLANTA CONCERTS, INC. By: 17 WEST MINING--------------------------- Name: Xxxxxx X. Xxxxx Title: Executive Vice President and Secretary ARDEE FESTIVALS N.J., INC. By: --------------------------- Name: Xxxxxx X. Xxxxx Title: Executive Vice President and Secretary ARDEE PRODUCTIONS, LTD. By: --------------------------- Name: Xxxxxx X. Xxxxx Title: Executive Vice President and Secretary BEACH CONCERTS, INC. By: --------------------------- Name: Xxxxxx X. Xxxxx Title: Executive Vice President and Secretary BGP ACQUISITION, LLC BY: SFX ENTERTAINMENT, INC., ACECOits managing member By: --------------------------- Name: Xxxxxx X. Xxxxx Title: General Counsel, Executive Vice President and Secretary BROADWAY CONCERTS, INC. By: --------------------------- Name: Xxxxxx X. Xxxxx Title: Executive Vice President and Secretary CONNECTICUT AMPHITHEATER DEVELOPMENT CORP. By: --------------------------- Name: Xxxxxx X. Xxxxx Title: Executive Vice President and Secretary CONNECTICUT CONCERTS, INCORPORATED By: --------------------------- Name: Xxxxxx X. Xxxxx Title: Executive Vice President and Secretary CONNECTICUT PERFORMING ARTS, INC. By: --------------------------- Name: Xxxxxx X. Xxxxx Title: Executive Vice President and Secretary CONNECTICUT PERFORMING ARTS PARTNERS BY: NOC, INC., XXXXXXXXX MININGits general partner By: --------------------------- Name: Xxxxxx X. Xxxxx Title: Executive Vice President and Secretary CONN TICKETING COMPANY BY: NORTHEAST TICKETING COMPANY, its general partner By: --------------------------- Name: Xxxxxx X. Xxxxx Title: Executive Vice President and Secretary CONTEMPORARY GROUP ACQUISITION CORP. By: --------------------------- Name: Xxxxxx X. Xxxxx Title: Executive Vice President and Secretary DEER CREEK AMPHITHEATER CONCERTS, INC. By: --------------------------- Name: Xxxxxx X. Xxxxx Title: Executive Vice President and Secretary DEER CREEK AMPHITHEATER CONCERTS, LP BY: DEER CREEK AMPHITHEATER CONCERTS, INC., AEI COAL SALES COMPANYits general partner By: --------------------------- Name: Xxxxxx X. Xxxxx Title: Executive Vice President and Secretary DELSENER/XXXXXX ENTERPRISES, LTD. By: --------------------------- Name: Xxxxxx X. Xxxxx Title: Executive Vice President and Secretary DUMB DEAL, INC. By: --------------------------- Name: Xxxxxx X. Xxxxx Title: Executive Vice President and Secretary EXIT 116 REVISITED, INC. By: --------------------------- Name: Xxxxxx X. Xxxxx Title: Executive Vice President and Secretary FPI CONCERTS, INC. By: --------------------------- Name: Xxxxxx X. Xxxxx Title: Executive Vice President and Secretary IN HOUSE TICKETS, INC. By: --------------------------- Name: Xxxxxx X. Xxxxx Title: Executive Vice President and Secretary IRVING PLAZA CONCERTS, INC. By: --------------------------- Name: Xxxxxx X. Xxxxx Title: Agent MURAT CENTER CONCERTS, INC. By: --------------------------- Name: Xxxxxx X. Xxxxx Title: Executive Vice President and Secretary MURAT CENTER CONCERTS, LP BY: MURAT CENTER CONCERTS, INC., AEI HOLDING COMPANYits general partner By: --------------------------- Name: Xxxxxx X. Xxxxx Title: Executive Vice President and Secretary Indenture signature page -4 NOC, INC. AEI RESOURCES HOLDINGBy: --------------------------- Name: Xxxxxx X. Xxxxx Title: Executive Vice President and Secretary NORTHEAST TICKETING COMPANY By: --------------------------- Name: Xxxxxx X. Xxxxx Title: Executive Vice President and Secretary POLARIS AMPHITHEATER CONCERTS, INC. By: --------------------------- Name: Xxxxxx X. Xxxxx Title: Executive Vice President and Secretary QN CORP. By: --------------------------- Name: Xxxxxx X. Xxxxx Title: Executive Vice President and Secretary SFX BROADCASTING OF THE MIDWEST, INC. By: --------------------------- Name: Xxxxxx X. Xxxxx Title: Executive Vice President and Secretary SFX CONCERTS, INC. By: --------------------------- Name: Xxxxxx X. Xxxxx Title: Executive Vice President and Secretary SFX NETWORK GROUP, LLC BY: SFX ENTERTAINMENT, INC., AMERICOAL DEVELOPMENT COMPANYits managing member By: --------------------------- Name: Xxxxxx X. Xxxxx Title: General Counsel, APPALACHIAN REALTY COMPANYExecutive Vice President and Secretary SOUTHEAST TICKETING COMPANY By: --------------------------- Name: Xxxxxx X. Xxxxx Title: Executive Vice President and Secretary SUNSHINE CONCERTS, AYRSHIRE LAND COMPANY, BELLAIRE TRUCKING COMPANY, BLUEGRASS COAL DEVELOPMENT COMPANY, BOWIE RESOURCES LIMITED CC COAL COMPANY, COAL VENTURES HOLDING COMPANYLLC BY: SFX BROADCASTING OF THE MIDWEST, INC., EAST KENTUCKY ENERGY CORPORATIONits managing member By: --------------------------- Name: Xxxxxx X. Xxxxx Title: Executive Vice President and Secretary SUNSHINE DESIGNS, EMPLOYEE BENEFITS MANAGEMENTINC. By: --------------------------- Name: Xxxxxx X. Xxxxx Title: Executive Vice President and Secretary SUNSHINE DESIGNS, LP BY: SUNSHINE DESIGNS, INC., ENCOAL CORPORATIONits general partner By: --------------------------- Name: Xxxxxx X. Xxxxx Title: Executive Vice President and Secretary SUNTEX ACQUISITION, ENERZ CORPORATIONINC. By: --------------------------- Name: Xxxxxx X. Xxxxx Title: Executive Vice President and Secretary SUNTEX ACQUISITION, EVERGREEN MINING COMPANY, FAIRVIEW LAND COMPANY, FRANKLIN COAL SALES COMPANY, GRASSY COVE COAL MINING COMPANY, HERITAGE MINING COMPANY, HIGHLAND COALLP BY: SUNTEX ACQUISITION, INC., XXXXX-XXXXX CO.its general partner By: --------------------------- Name: Xxxxxx X. Xxxxx Title: Executive Vice President and Secretary WESTBURY MUSIC FAIR, LLC BY: SFX ENTERTAINMENT, INC., XXXXXX COAL COMPANY, XXXXXX RESOURCES, INC., XXXXXX RESOURCES MANAGEMENT, INC., MEADOWLARK, INC., MEGA MINERALS, INC., MIDWEST COAL SALES COMPANY, MID-VOL LEASING, INC. MINING TECHNOLOGIES, INC., MOUNTAIN-CLAY, INCORPORATED (d/b/a Mountain Clay, Inc.), PHOENIX LAND COMPANY, PREMIUM PROCESSING, INC., PREMIUM COAL DEVELOPMENT COMPANY, PRO-LAND, INC. (d/b/a Kem Coal Company) R. & F. COAL COMPANY, RIVER COAL COMPANY, INC., ROARING CREEK COAL COMPANY, SHIPYARD RIVER COAL TERMINAL COMPANY, STRAIGHT CREEK COAL RESOURCES COMPANY, TENNESSEE MINING, INC., TURRIS COAL COMPANY, WYOMING COAL TECHNOLOGY, INC., XXXXXXX COAL HOLDING COMPANY, XXXXXXX ENVIRONMENTAL SERVICES COMPANY, ZENERGY, INC., each as Guarantor its managing member By: /s/ Xxxx X. Xxxx ________________________________ --------------------------- Name: Xxxx Xxxxxx X. Xxxx Xxxxx Title: BEECH COAL COMPANYGeneral Counsel, CANNELTON, INC., CANNELTON INDUSTRIES, INC., CANNELTON LAND COMPANY, CANNELTON SALES COMPANY, XXXX COAL & DOCK COMPANY, XXXXXX HOLDINGS, INC., KANAWHA CORPORATION, KINDILL HOLDING, INC., KINDILL MINING, INC., MIDWEST COAL COMPANY , MOUNTAINEER COAL DEVELOPMENT COMPANY, MOUNTAIN COALS CORPORATION, OLD BEN COAL COMPANY, WEST VIRGINIA-INDIANA COAL HOLDING COMPANY, INC., each as Guarantor ByExecutive Vice President and Secretary THE CHASE MANHATTAN BANK BY: /s/ Xxxxxxx X. Xxxxxxxxx _______________________________ --------------------------- Name: Xxxxxxx X. Xxxxxxxxx Title: BENTLEY COAL COMPANY, SKYLINE COAL COMPANY, KENTUCKY PRINCE MINING COMPANY, each as Guarantor By: GRASSY COVE COAL MINING COMPANY, ROARING CREEK COAL COMPANY, each as General Partner EXHIBIT A1 (Face of each of the entities listed above By: /s/ Xxxx X. Xxxx _________________________________ Name: Xxxx X. Xxxx Title: NUCOAL, LLC, as Guarantor By: AMERICOAL DEVELOPMENT COMPANY ENCOAL CORPORATION each as Member By: /s/ Xxxx X. Xxxx _________________________________ Name: Xxxx X. Xxxx Title: STATE STREET BANK AND TRUST COMPANY, as Trustee By: /s/ Xxxxx X. Xxxxxx _________________________________ Name: Xxxxx X. Xxxxxx Title: Vice President EXHIBIT A-1 Note) [THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (FACE OF AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) ===============================================================================OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.07 OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY.]1

Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table 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 of this Indenture and shall will in no way modify or restrict any of the terms or provisions hereof. SIGNATURES Dated as of December 14January 18, 1998 AEI RESOURCES2005 GENERAL NUTRITION CENTERS, INC. By: /s/ Xxxx X. Xxxx James M. Sander ------------------------------------------ Name: James M. Sander Title: Senior Vxxx Xxxxxxxxx, Chief Legal Officer and Secretary GENERAL NUTRITION INVESTMENT COMPANY NUTRA SALES CORPORATION GNC (CANADA) HOLDING COMPANY GENERAL NUTRITION DISTRIBUTION COMPANY GENERAL NUTRITION GOVERNMENT SERVICES, INC. GENERAL NUTRITION INTERNATIONAL, INC. GN INVESTMENT, INC. GNC CANADA LIMITED GNC US DELAWARE, INC. GENERAL NUTRITION SYSTEMS, INC. INFORMED NUTRITION, INC. GENERAL NUTRITION CORPORATION GENERAL NUTRITION DISTRIBUTION, L.P. GENERAL NUTRITION INCORPORATED GNC FRANCHISING, LLC NUTRA MANUFACTURING, INC. GENERAL NUTRITION COMPANIES, INC. By: /s/ James M. Sander ------------------------------------------- Name: James M. Sander Title: Senior Vxxx Xxxxxxxxx, Chief Legal Officer and Secretary U.S. BANK NATIONAL ASSOCIATION By: /s/ Richard H. Prokosch ------------------------------------------- Name: Richard H. Prokosch Title: Vice Xxxxxxxxx EXHIBIT A1 [Face of Note] -------------------------------------------------------------------------------- CUSIP/CINS ____________ 8-5/8% Senior Notes due 2011 No. ___ $____________ GENERAL NUTRITION CENTERS, INC. promises to pay to ______________ Name: Xxxx X. Xxxx Title: Confirmed and agreed to as Guarantors: 17 WEST MININGor registered assigns, INC., ACECO, INC., XXXXXXXXX MINING, INC., AEI COAL SALES COMPANY, INC., AEI HOLDING COMPANY, INC. AEI RESOURCES HOLDING, INC., AMERICOAL DEVELOPMENT COMPANY, APPALACHIAN REALTY COMPANY, AYRSHIRE LAND COMPANY, BELLAIRE TRUCKING COMPANY, BLUEGRASS COAL DEVELOPMENT COMPANY, BOWIE RESOURCES LIMITED CC COAL COMPANY, COAL VENTURES HOLDING COMPANY, INC., EAST KENTUCKY ENERGY CORPORATION, EMPLOYEE BENEFITS MANAGEMENT, INC., ENCOAL CORPORATION, ENERZ CORPORATION, EVERGREEN MINING COMPANY, FAIRVIEW LAND COMPANY, FRANKLIN COAL SALES COMPANY, GRASSY COVE COAL MINING COMPANY, HERITAGE MINING COMPANY, HIGHLAND COAL, INC., XXXXX-XXXXX CO., INC., XXXXXX COAL COMPANY, XXXXXX RESOURCES, INC., XXXXXX RESOURCES MANAGEMENT, INC., MEADOWLARK, INC., MEGA MINERALS, INC., MIDWEST COAL SALES COMPANY, MID-VOL LEASING, INC. MINING TECHNOLOGIES, INC., MOUNTAIN-CLAY, INCORPORATED (d/b/a Mountain Clay, Inc.), PHOENIX LAND COMPANY, PREMIUM PROCESSING, INC., PREMIUM COAL DEVELOPMENT COMPANY, PRO-LAND, INC. (d/b/a Kem Coal Company) R. & F. COAL COMPANY, RIVER COAL COMPANY, INC., ROARING CREEK COAL COMPANY, SHIPYARD RIVER COAL TERMINAL COMPANY, STRAIGHT CREEK COAL RESOURCES COMPANY, TENNESSEE MINING, INC., TURRIS COAL COMPANY, WYOMING COAL TECHNOLOGY, INC., XXXXXXX COAL HOLDING COMPANY, XXXXXXX ENVIRONMENTAL SERVICES COMPANY, ZENERGY, INC., each as Guarantor By: /s/ Xxxx X. Xxxx the principal sum of ________________________________ Name: Xxxx X. Xxxx Title: BEECH COAL COMPANY, CANNELTON, INC., CANNELTON INDUSTRIES, INC., CANNELTON LAND COMPANY, CANNELTON SALES COMPANY, XXXX COAL & DOCK COMPANY, XXXXXX HOLDINGS, INC., KANAWHA CORPORATION, KINDILL HOLDING, INC., KINDILL MINING, INC., MIDWEST COAL COMPANY , MOUNTAINEER COAL DEVELOPMENT COMPANY, MOUNTAIN COALS CORPORATION, OLD BEN COAL COMPANY, WEST VIRGINIA-INDIANA COAL HOLDING COMPANY, INC., each as Guarantor By: /s/ Xxxxxxx X. Xxxxxxxxx _______________________________ Name: Xxxxxxx X. Xxxxxxxxx Title: BENTLEY COAL COMPANY, SKYLINE COAL COMPANY, KENTUCKY PRINCE MINING COMPANY, each as Guarantor By: GRASSY COVE COAL MINING COMPANY, ROARING CREEK COAL COMPANY, each as General Partner of each of the entities listed above By: /s/ Xxxx X. Xxxx _________________________________ NameDOLLARS on January 15, 2011. Interest Payment Dates: Xxxx X. Xxxx TitleJanuary 15 and July 15 Record Dates: NUCOAL, LLC, as Guarantor ByJanuary 1 and July 1 Dated: AMERICOAL DEVELOPMENT COMPANY ENCOAL CORPORATION each as Member By: /s/ Xxxx X. Xxxx _________________________________ GENERAL NUTRITION CENTERS, INC. By: ------------------------------------------- Name: Xxxx X. Xxxx Title: STATE STREET BANK AND TRUST COMPANYThis is one of the Notes referred to in the within-mentioned Indenture: [TRUSTEE], as Trustee By: /s/ Xxxxx X. Xxxxxx _________________________________ Name: Xxxxx X. Xxxxxx Title: Vice President EXHIBIT A-1 (FACE OF NOTE) ===============================================================================------------------------------ Authorized Signatory -------------------------------------------------------------------------------- A1-1 [Back of Note] 8-5/8% Senior Notes due 2011 [Insert the Global Note Legend, if applicable pursuant to the provisions of the Indenture] [Insert the Private Placement Legend, if applicable pursuant to the provisions of the Indenture] Capitalized terms used herein have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table 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 of this Indenture and shall will in no way modify or restrict any of the terms or provisions hereof. SIGNATURES Dated as of December 14November 20, 1998 AEI RESOURCES2012 CYRUSONE LP By: CyrusOne GP, as the sole General Partner By: CyrusOne Inc., as the sole Trustee By: /s/ Xxxxxxxx X. Xxxxxx Name: Xxxxxxxx X. Xxxxxx Title: Chief Financial Officer and Treasurer CYRUSONE FINANCE CORP. By: /s/ Xxxxxxxx X. Xxxxxx Name: Xxxxxxxx X. Xxxxxx Title: Chief Financial Officer and Treasurer CYRUSONE INC. By: /s/ Xxxx Xxxxxxxx X. Xxxx ________________________ Xxxxxx Name: Xxxx Xxxxxxxx X. Xxxx Xxxxxx Title: Confirmed Chief Financial Officer and agreed to Treasurer CYRUSONE FOREIGN HOLDINGS LLC By: /s/ Xxxxxxxx X. Xxxxxx Name: Xxxxxxxx X. Xxxxxx Title: Chief Financial Officer and Treasurer CYRUSONE TRS By: /s/ Xxxxxxxx X. Xxxxxx Name: Xxxxxxxx X. Xxxxxx Title: Chief Financial Officer and Treasurer CYRUSONE GP By: CyrusOne Inc., as Guarantorsthe sole Trustee By: 17 WEST MINING/s/ Xxxxxxxx X. Xxxxxx Name: Xxxxxxxx X. Xxxxxx Title: Chief Financial Officer and Treasurer XXXXX FARGO BANK, INC., ACECO, INC., XXXXXXXXX MINING, INC., AEI COAL SALES COMPANY, INC., AEI HOLDING COMPANY, INC. AEI RESOURCES HOLDING, INC., AMERICOAL DEVELOPMENT COMPANY, APPALACHIAN REALTY COMPANY, AYRSHIRE LAND COMPANY, BELLAIRE TRUCKING COMPANY, BLUEGRASS COAL DEVELOPMENT COMPANY, BOWIE RESOURCES LIMITED CC COAL COMPANY, COAL VENTURES HOLDING COMPANY, INC., EAST KENTUCKY ENERGY CORPORATION, EMPLOYEE BENEFITS MANAGEMENT, INC., ENCOAL CORPORATION, ENERZ CORPORATION, EVERGREEN MINING COMPANY, FAIRVIEW LAND COMPANY, FRANKLIN COAL SALES COMPANY, GRASSY COVE COAL MINING COMPANY, HERITAGE MINING COMPANY, HIGHLAND COAL, INC., XXXXX-XXXXX CO., INC., XXXXXX COAL COMPANY, XXXXXX RESOURCES, INC., XXXXXX RESOURCES MANAGEMENT, INC., MEADOWLARK, INC., MEGA MINERALS, INC., MIDWEST COAL SALES COMPANY, MID-VOL LEASING, INC. MINING TECHNOLOGIES, INC., MOUNTAIN-CLAY, INCORPORATED (d/b/a Mountain Clay, Inc.), PHOENIX LAND COMPANY, PREMIUM PROCESSING, INC., PREMIUM COAL DEVELOPMENT COMPANY, PRO-LAND, INC. (d/b/a Kem Coal Company) R. & F. COAL COMPANY, RIVER COAL COMPANY, INC., ROARING CREEK COAL COMPANY, SHIPYARD RIVER COAL TERMINAL COMPANY, STRAIGHT CREEK COAL RESOURCES COMPANY, TENNESSEE MINING, INC., TURRIS COAL COMPANY, WYOMING COAL TECHNOLOGY, INC., XXXXXXX COAL HOLDING COMPANY, XXXXXXX ENVIRONMENTAL SERVICES COMPANY, ZENERGY, INC., each as Guarantor N.A. By: /s/ Xxxx X. Xxxx ________________________________ Xxxxxxxxx Name: Xxxx X. Xxxx Title: BEECH COAL COMPANY, CANNELTON, INC., CANNELTON INDUSTRIES, INC., CANNELTON LAND COMPANY, CANNELTON SALES COMPANY, XXXX COAL & DOCK COMPANY, XXXXXX HOLDINGS, INC., KANAWHA CORPORATION, KINDILL HOLDING, INC., KINDILL MINING, INC., MIDWEST COAL COMPANY , MOUNTAINEER COAL DEVELOPMENT COMPANY, MOUNTAIN COALS CORPORATION, OLD BEN COAL COMPANY, WEST VIRGINIA-INDIANA COAL HOLDING COMPANY, INC., each as Guarantor By: /s/ Xxxxxxx X. Xxxxxxxxx _______________________________ Name: Xxxxxxx X. Xxxxxxxxx Title: BENTLEY COAL COMPANYVice President EXHIBIT A [Face of Note] CUSIP/CINS 6.375% Senior Notes due 2022 No. $ * CYRUSONE LP CYRUSONE FINANCE CORP. promises to pay to or registered assigns, SKYLINE COAL COMPANYthe principal sum of DOLLARS [(as such sum may be increased or decreased as set forth on the Schedule of Exchanges of Interest on the Global Notes attached hereto)]1 on November 15, KENTUCKY PRINCE MINING COMPANY, each as Guarantor 2022. Interest Payment Dates: May 15 and November 15 Record Dates: May 1 and November 1 Dated: CYRUSONE LP By: GRASSY COVE COAL MINING COMPANYCyrusOne GP, ROARING CREEK COAL COMPANY, each as the sole General Partner of each By: CyrusOne Inc., as the sole Trustee By: Name: Title: CYRUSONE FINANCE CORP By: Name: Title: 1 Use this only if the Note is a Global Note. This is one of the entities listed above ByNotes referred to in the within-mentioned Indenture: /s/ Xxxx X. Xxxx _________________________________ Name: Xxxx X. Xxxx Title: NUCOAL, LLC, as Guarantor By: AMERICOAL DEVELOPMENT COMPANY ENCOAL CORPORATION each as Member By: /s/ Xxxx X. Xxxx _________________________________ Name: Xxxx X. Xxxx Title: STATE STREET XXXXX FARGO BANK AND TRUST COMPANYN.A., as Trustee By: /s/ Xxxxx X. Xxxxxx _________________________________ Name: Xxxxx X. Xxxxxx Title: Vice President EXHIBIT A-1 (FACE OF NOTE) ===============================================================================Authorized Signatory [Back of Note] 6.375% Senior Notes due 2022 [Insert the Global Note Legend, if applicable pursuant to the provisions of the Indenture] [Insert the Private Placement Legend, if applicable pursuant to the provisions of the Indenture] [Insert the Regulation S Temporary Global Note Legend, if applicable pursuant to the provisions of the Indenture] Capitalized terms used herein have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table 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 of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof. SIGNATURES Dated as of December 14March 16, 1998 AEI RESOURCES2001 Attest: Nexstar Finance, INC. L.L.C. Nexstar Finance, Inc. By: /s/ Xxxxxxx Xxxxx By: /s/ Xxxxx Xxxx ---------------------- ---------------------- Name: Xxxxxxx Xxxxx Name: Xxxxx Xxxx Title: Vice President and Title: President Secretary GUARANTORS: Attest: Entertainment Realty Corporation Nexstar Broadcasting Group, Inc. Nexstar Broadcasting of Abilene, L.L.C. Nexstar Broadcasting of Beaumont/ By: /s/ Xxxxxxx Xxxxx Port Xxxxxx, L.L.C. ---------------------- Nexstar Broadcasting of Champaign, L.L.C. Name: Xxxxxxx Xxxxx Nexstar Broadcasting of Erie, L.L.C. Title: Vice President and Nexstar Broadcasting of Joplin, L.L.C. Secretary Nexstar Broadcasting of Louisiana, L.L.C. Nexstar Broadcasting of Midland-Odessa, L.L.C. Nexstar Broadcasting of the Midwest, Inc. Nexstar Broadcasting of Northeastern Pennsylvania, L.L.C. Nexstar Broadcasting of Peoria, L.L.C. Nexstar Broadcasting of Rochester, L.L.C. Nexstar Broadcasting of Wichita Falls, L.L.C. By: /s/ Xxxxx Xxxx ---------------------- Name: Xxxxx Xxxx Title: President Attest: Bastet Broadcasting, Inc. Mission Broadcasting of Wichita Falls, Inc. By: /s/ Xxxxxx X. Xxxxx By: /s/ Xxxxx X. Xxxxx ---------------------- ---------------------- Name: Xxxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Secretary Title: President 00 Xxxxxx Xxxxxx Xxxxx Xxxxxxx xx Xxx Xxxx ____________By: /s/ Xxxxxxxx Xxxxxxxxxxxx --------------------------- Name: Xxxxxxxx Xxxxxxxxxxxx Title: Assistant Vice President EXHIBIT A-1 [Face of Note] -------------------------------------------------------------------------------- CUSIP/CINS ____________ Name: Xxxx X. Xxxx Title: Confirmed and agreed to as Guarantors: 17 WEST MINING, INC., ACECO, INC., XXXXXXXXX MINING, INC., AEI COAL SALES COMPANY, INC., AEI HOLDING COMPANY, INC12% [Series A] [Series B] Senior Subordinated Notes due 2008 No. AEI RESOURCES HOLDING, INC., AMERICOAL DEVELOPMENT COMPANY, APPALACHIAN REALTY COMPANY, AYRSHIRE LAND COMPANY, BELLAIRE TRUCKING COMPANY, BLUEGRASS COAL DEVELOPMENT COMPANY, BOWIE RESOURCES LIMITED CC COAL COMPANY, COAL VENTURES HOLDING COMPANY, INC., EAST KENTUCKY ENERGY CORPORATION, EMPLOYEE BENEFITS MANAGEMENT, INC., ENCOAL CORPORATION, ENERZ CORPORATION, EVERGREEN MINING COMPANY, FAIRVIEW LAND COMPANY, FRANKLIN COAL SALES COMPANY, GRASSY COVE COAL MINING COMPANY, HERITAGE MINING COMPANY, HIGHLAND COAL, INC., XXXXX-XXXXX CO., INC., XXXXXX COAL COMPANY, XXXXXX RESOURCES, INC., XXXXXX RESOURCES MANAGEMENT, INC., MEADOWLARK, INC., MEGA MINERALS, INC., MIDWEST COAL SALES COMPANY, MID-VOL LEASING, INC. MINING TECHNOLOGIES, INC., MOUNTAIN-CLAY, INCORPORATED (d/b/a Mountain Clay, Inc.), PHOENIX LAND COMPANY, PREMIUM PROCESSING, INC., PREMIUM COAL DEVELOPMENT COMPANY, PRO-LAND, INC. (d/b/a Kem Coal Company) R. & F. COAL COMPANY, RIVER COAL COMPANY, INC., ROARING CREEK COAL COMPANY, SHIPYARD RIVER COAL TERMINAL COMPANY, STRAIGHT CREEK COAL RESOURCES COMPANY, TENNESSEE MINING, INC., TURRIS COAL COMPANY, WYOMING COAL TECHNOLOGY, INC., XXXXXXX COAL HOLDING COMPANY, XXXXXXX ENVIRONMENTAL SERVICES COMPANY, ZENERGY, INC., each as Guarantor By: /s/ Xxxx X. Xxxx ______________________ $___________ Name: Xxxx X. Xxxx Title: BEECH COAL COMPANYNEXSTAR FINANCE, CANNELTONL.L.C. NEXSTAR FINANCE, INC.. promise, CANNELTON INDUSTRIESjointly and severally, INC., CANNELTON LAND COMPANY, CANNELTON SALES COMPANY, XXXX COAL & DOCK COMPANY, XXXXXX HOLDINGS, INC., KANAWHA CORPORATION, KINDILL HOLDING, INC., KINDILL MINING, INC., MIDWEST COAL COMPANY , MOUNTAINEER COAL DEVELOPMENT COMPANY, MOUNTAIN COALS CORPORATION, OLD BEN COAL COMPANY, WEST VIRGINIA-INDIANA COAL HOLDING COMPANY, INC., each as Guarantor By: /s/ Xxxxxxx X. Xxxxxxxxx to pay to _______________________________ Name: Xxxxxxx X. Xxxxxxxxx Title: BENTLEY COAL COMPANY, SKYLINE COAL COMPANY, KENTUCKY PRINCE MINING COMPANY, each as Guarantor By: GRASSY COVE COAL MINING COMPANY, ROARING CREEK COAL COMPANY, each as General Partner of each of the entities listed above By: /s/ Xxxx X. Xxxx _________________________________ Name: Xxxx X. Xxxx Title: NUCOALor registered assigns, LLC, as Guarantor By: AMERICOAL DEVELOPMENT COMPANY ENCOAL CORPORATION each as Member By: /s/ Xxxx X. Xxxx the principal sum of____________________________________________________________ Name: Xxxx X. Xxxx Title: STATE STREET BANK AND TRUST COMPANYDollars on April 1, as Trustee By: /s/ Xxxxx X. Xxxxxx _________________________________ Name: Xxxxx X. Xxxxxx Title: Vice President EXHIBIT A-1 (FACE OF NOTE) ===============================================================================2008.

Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table 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 of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof. 111 SIGNATURES Dated as of December 14June 22, 1998 AEI RESOURCES2004 IASIS HEALTHCARE LLC By: /s/ W. Xxxx Xxxxxxx ----------------------------------- Name: W. Xxxx Xxxxxxx Title: Chief Financial Officer IASIS CAPITAL CORPORATION By: /s/ W. Xxxx Xxxxxxx ----------------------------------- Name: W. Xxxx Xxxxxxx Title: Chief Financial Officer MEMORIAL HOSPITAL OF TAMPA, LP MESA GENERAL HOSPITAL, LP PALMS OF PASADENA HOSPITAL, LP SOUTHWEST GENERAL HOSPITAL, LP ST. LUKE'S BEHAVIORAL HOSPITAL, LP ST. LUKE'S MEDICAL CENTER, LP TEMPE ST. LUKE'S HOSPITAL, LP TOWN & COUNTRY HOSPITAL, LP By: IASIS Healthcare Holdings, Inc., as General Partner By: /s/ Xxxxx X. Xxxxx ------------------------------- Name: Xxxxx X. Xxxxx Title: Secretary SEABOARD DEVELOPMENT LLC By: /s/ Xxxxx X. Xxxxx ----------------------------------- Name: Xxxxx X. Xxxxx Title: Secretary INDENTURE ARIZONA DIAGNOSTIC & SURGICAL CENTER, INC. BROOKWOOD DIAGNOSTIC CENTER OF TAMPA, INC. IASIS PHYSICIAN SERVICES, INC. CLINICARE OF TEXAS, INC. IASIS HOME INFUSION AND MEDICAL EQUIPMENT, INC. IASIS TRANSCO, INC. MCS/AZ, INC. PALMS OF PASADENA HOMECARE, INC. TAMPA BAY STAFFING SOLUTIONS, INC. BAPTIST JOINT VENTURE HOLDINGS, INC. BEAUMONT HOSPITAL HOLDINGS, INC. BILTMORE SURGERY CENTER HOLDINGS, INC. CLINICARE OF UTAH, INC. XXXXX HOSPITAL HOLDINGS, INC. XXXXX SURGICAL CENTER HOLDINGS, INC. FIRST CHOICE PHYSICIANS NETWORK HOLDINGS, INC. IASIS FINANCE, INC. IASIS HEALTHCARE HOLDINGS, INC. IASIS HOSPITAL NURSE STAFFING COMPANY IASIS MANAGEMENT COMPANY JORDAN VALLEY HOSPITAL HOLDINGS, INC. METRO AMBULATORY SURGERY CENTER, INC. PIONEER VALLEY HEALTH PLAN, INC. PIONEER VALLEY HOSPITAL, INC. ROCKY MOUNTAIN MEDICAL CENTER, INC. SALT LAKE REGIONAL MEDICAL CENTER, INC. SOUTHRIDGE PLAZA HOLDINGS, INC. SSJ ST. PETERSBURG HOLDINGS, INC. BILTMORE SURGERY CENTER, INC. NORTH VISTA HOSPITAL, INC. By: /s/ Xxxx Xxxxx Xxxxx --------------------------------- Name: Xxxxx X. Xxxx Xxxxx Title: Secretary THE BANK OF NEW YORK TRUST COMPANY, N.A., AS TRUSTEE By: /s/ Xxxxxxxxx X. Xxxxxx --------------------------------- Name: Xxxxxxxxx X. Xxxxxx Title: Vice President EXHIBIT A1 [Face of Note] CUSIP/CINS ___________ 8 3/4% Senior Subordinated Notes due 2014 No. ___ $____________ IASIS HEALTHCARE LLC IASIS CAPITAL CORPORATION promises to pay to____________________ Name: Xxxx X. Xxxx Title: Confirmed and agreed to as Guarantors: 17 WEST MININGor registered assigns, INC., ACECO, INC., XXXXXXXXX MINING, INC., AEI COAL SALES COMPANY, INC., AEI HOLDING COMPANY, INC. AEI RESOURCES HOLDING, INC., AMERICOAL DEVELOPMENT COMPANY, APPALACHIAN REALTY COMPANY, AYRSHIRE LAND COMPANY, BELLAIRE TRUCKING COMPANY, BLUEGRASS COAL DEVELOPMENT COMPANY, BOWIE RESOURCES LIMITED CC COAL COMPANY, COAL VENTURES HOLDING COMPANY, INC., EAST KENTUCKY ENERGY CORPORATION, EMPLOYEE BENEFITS MANAGEMENT, INC., ENCOAL CORPORATION, ENERZ CORPORATION, EVERGREEN MINING COMPANY, FAIRVIEW LAND COMPANY, FRANKLIN COAL SALES COMPANY, GRASSY COVE COAL MINING COMPANY, HERITAGE MINING COMPANY, HIGHLAND COAL, INC., XXXXX-XXXXX CO., INC., XXXXXX COAL COMPANY, XXXXXX RESOURCES, INC., XXXXXX RESOURCES MANAGEMENT, INC., MEADOWLARK, INC., MEGA MINERALS, INC., MIDWEST COAL SALES COMPANY, MID-VOL LEASING, INC. MINING TECHNOLOGIES, INC., MOUNTAIN-CLAY, INCORPORATED (d/b/a Mountain Clay, Inc.), PHOENIX LAND COMPANY, PREMIUM PROCESSING, INC., PREMIUM COAL DEVELOPMENT COMPANY, PRO-LAND, INC. (d/b/a Kem Coal Company) R. & F. COAL COMPANY, RIVER COAL COMPANY, INC., ROARING CREEK COAL COMPANY, SHIPYARD RIVER COAL TERMINAL COMPANY, STRAIGHT CREEK COAL RESOURCES COMPANY, TENNESSEE MINING, INC., TURRIS COAL COMPANY, WYOMING COAL TECHNOLOGY, INC., XXXXXXX COAL HOLDING COMPANY, XXXXXXX ENVIRONMENTAL SERVICES COMPANY, ZENERGY, INC., each as Guarantor By: /s/ Xxxx X. Xxxx the principal sum of ________________________________ Name: Xxxx X. Xxxx Title: BEECH COAL COMPANY, CANNELTON, INC., CANNELTON INDUSTRIES, INC., CANNELTON LAND COMPANY, CANNELTON SALES COMPANY, XXXX COAL & DOCK COMPANY, XXXXXX HOLDINGS, INC., KANAWHA CORPORATION, KINDILL HOLDING, INC., KINDILL MINING, INC., MIDWEST COAL COMPANY , MOUNTAINEER COAL DEVELOPMENT COMPANY, MOUNTAIN COALS CORPORATION, OLD BEN COAL COMPANY, WEST VIRGINIA-INDIANA COAL HOLDING COMPANY, INC., each as Guarantor By: /s/ Xxxxxxx X. Xxxxxxxxx _______________________________ Name: Xxxxxxx X. Xxxxxxxxx Title: BENTLEY COAL COMPANY, SKYLINE COAL COMPANY, KENTUCKY PRINCE MINING COMPANY, each as Guarantor By: GRASSY COVE COAL MINING COMPANY, ROARING CREEK COAL COMPANY, each as General Partner of each of the entities listed above By: /s/ Xxxx X. Xxxx _________________________________ Name: Xxxx X. Xxxx Title: NUCOALDOLLARS on June 15, LLC, as Guarantor By: AMERICOAL DEVELOPMENT COMPANY ENCOAL CORPORATION each as Member By: /s/ Xxxx X. Xxxx _________________________________ Name: Xxxx X. Xxxx Title: STATE STREET BANK AND TRUST COMPANY, as Trustee By: /s/ Xxxxx X. Xxxxxx _________________________________ Name: Xxxxx X. Xxxxxx Title: Vice President EXHIBIT A-1 (FACE OF NOTE) ===============================================================================2014.

Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table 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 of this Indenture and shall in no way not modify or restrict any of the terms or provisions hereof. SIGNATURES Dated as of December 14May 2, 1998 AEI RESOURCES, INC. By: /s/ Xxxx X. Xxxx ________________________ Name: Xxxx X. Xxxx Title: Confirmed and agreed to 2001 The Bank of New York as Guarantors: 17 WEST MINING, INC., ACECO, INC., XXXXXXXXX MINING, INC., AEI COAL SALES COMPANY, INC., AEI HOLDING COMPANY, INC. AEI RESOURCES HOLDING, INC., AMERICOAL DEVELOPMENT COMPANY, APPALACHIAN REALTY COMPANY, AYRSHIRE LAND COMPANY, BELLAIRE TRUCKING COMPANY, BLUEGRASS COAL DEVELOPMENT COMPANY, BOWIE RESOURCES LIMITED CC COAL COMPANY, COAL VENTURES HOLDING COMPANY, INC., EAST KENTUCKY ENERGY CORPORATION, EMPLOYEE BENEFITS MANAGEMENT, INC., ENCOAL CORPORATION, ENERZ CORPORATION, EVERGREEN MINING COMPANY, FAIRVIEW LAND COMPANY, FRANKLIN COAL SALES COMPANY, GRASSY COVE COAL MINING COMPANY, HERITAGE MINING COMPANY, HIGHLAND COAL, INC., XXXXX-XXXXX CO., INC., XXXXXX COAL COMPANY, XXXXXX RESOURCES, INC., XXXXXX RESOURCES MANAGEMENT, INC., MEADOWLARK, INC., MEGA MINERALS, INC., MIDWEST COAL SALES COMPANY, MID-VOL LEASING, INC. MINING TECHNOLOGIES, INC., MOUNTAIN-CLAY, INCORPORATED (d/b/a Mountain Clay, Inc.), PHOENIX LAND COMPANY, PREMIUM PROCESSING, INC., PREMIUM COAL DEVELOPMENT COMPANY, PRO-LAND, INC. (d/b/a Kem Coal Company) R. & F. COAL COMPANY, RIVER COAL COMPANY, INC., ROARING CREEK COAL COMPANY, SHIPYARD RIVER COAL TERMINAL COMPANY, STRAIGHT CREEK COAL RESOURCES COMPANY, TENNESSEE MINING, INC., TURRIS COAL COMPANY, WYOMING COAL TECHNOLOGY, INC., XXXXXXX COAL HOLDING COMPANY, XXXXXXX ENVIRONMENTAL SERVICES COMPANY, ZENERGY, INC., each as Guarantor By: /s/ Xxxx X. Xxxx _Trustee By _______________________________ Name: Xxxx X. Xxxx Title: BEECH COAL COMPANYSXXX, CANNELTON, INC., CANNELTON INDUSTRIES, INC., CANNELTON LAND COMPANY, CANNELTON SALES COMPANY, XXXX COAL & DOCK COMPANY, XXXXXX HOLDINGS, INC., KANAWHA CORPORATION, KINDILL HOLDING, INC., KINDILL MINING, INC., MIDWEST COAL COMPANY , MOUNTAINEER COAL DEVELOPMENT COMPANY, MOUNTAIN COALS CORPORATION, OLD BEN COAL COMPANY, WEST VIRGINIA-INDIANA COAL HOLDING COMPANY, INC., each as Guarantor L.L.C. By: /s/ Xxxxxxx X. Xxxxxxxxx Superior Energy Services, Inc., as sole member By _______________________________ Name: Xxxxxxx X. Xxxxxxxxx Title: BENTLEY COAL COMPANYSuperior Energy Services, SKYLINE COAL COMPANY, KENTUCKY PRINCE MINING COMPANY, each as Guarantor By: GRASSY COVE COAL MINING COMPANY, ROARING CREEK COAL COMPANY, each as General Partner of each of the entities listed above By: /s/ Xxxx X. Xxxx __Inc. By _______________________________ Name: Xxxx X. Xxxx Title: NUCOAL"SUBSIDIARY GUARANTORS" Hydro-Dynamics Oilfield Contractors, LLC, as Guarantor By: AMERICOAL DEVELOPMENT COMPANY ENCOAL CORPORATION each as Member By: /s/ Xxxx X. Xxxx __Inc. By _______________________________ Name: Xxxx X. Xxxx Title: STATE STREET BANK AND TRUST COMPANYSE Finance LP By: SEGEN LLC, as Trustee By: /s/ Xxxxx X. Xxxxxx __general partner By _______________________________ Name: Xxxxx X. Xxxxxx Title: Vice President 1000 Xxxxxx Xxxx, L.L.C. Ace Rental Tools, L.L.C. Nautilus Pipe & Tool Rental, L.L.C. Connection Technology, L.L.C. Drilling Logistics, L.L.C. Environmental Treatment Investments, L.L.C. F&F Wireline Service, L.L.C. Fastorq, L.L.C. H.B. Rentals, L.C. International Snubbing Services, L.L.C. Non-Magnetic Rental Tools, L.L.C. Oil Stop, L.L.C. Production Management Industries, L.L.C. Stabil Drill Specialties, L.L.C. Sub-Surface Tools, L.L.C. Superior Energy Services, L.L.C. SELIM, LLC Tong Rentals and Supply Co., LLC SEGEN LLC By _______________________________ Name: Title: EXHIBIT A-1 A (FACE Face of Note) 8⅞% Senior Notes due May 15, 2011 CUSIP ______________ No. 144A-1 $____________ SXXX, L.L.C. promises to pay to Cede & Co. or registered assigns, the principal sum set forth in the Schedule of Increases and Decreases attached to this Security on May 15, 2011. Interest Payment Dates: May 15 and November 15, commencing November 15, 2001. Record Dates: May 1 and November 1. SXXX, L.L.C. By: Superior Energy Services, Inc., as sole member By _______________________________ Name: Title: By _______________________________ Name: Title: This is one of the Global Notes referred to in the within-mentioned Indenture THE BANK OF NEW YORK as Trustee By _______________________________ Authorized Signatory Dated: May 2, 2001 (Back of Note) 8⅞% Senior Notes due May 15, 2011 [THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) ===============================================================================OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.07 OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (50 XXXXX XXXXXX, XXX XXXX, XXX XXXX) ("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 SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE 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.] THE NOTES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "U.S. SECURITIES ACT"), OR OTHER SECURITIES LAWS. NEITHER THIS NOTE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION UNLESS THE TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT. THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF (1) REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE U.S. SECURITIES ACT) OR (B) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS NOTE IN AN "OFFSHORE TRANSACTION" PURSUANT TO RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT, (2) AGREES THAT IT WILL NOT PRIOR TO (X) THE DATE WHICH IS TWO YEARS (OR SUCH SHORTER PERIOD OF TIME AS PERMITTED BY RULE 144(k) UNDER THE U.S. SECURITIES ACT OR ANY SUCCESSOR PROVISION THEREUNDER) AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF (OR OF ANY PREDECESSOR OF THIS NOTE) OR THE LAST DAY ON WHICH THE ISSUER OR ANY AFFILIATE OF THE ISSUER WERE THE OWNERS OF THIS NOTE (OR ANY PREDECESSOR OF THIS NOTE) AND (Y) SUCH LATER DATE, IF ANY, AS MAY BE REQUIRED BY APPLICABLE LAW (THE "RESALE RESTRICTION TERMINATION DATE"), OFFER, SELL OR OTHERWISE TRANSFER THIS NOTE EXCEPT (A) TO THE COMPANY, (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE U.S. SECURITIES ACT, (C) FOR SO LONG AS THE NOTES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THE U.S. SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) TO CERTAIN INSTITUTIONAL ACCREDITED INVESTORS WITHIN THE MEANING OF SUBPARAGRAPHS (A)(1), (2) OR (3) OR (7) OF RULE 501 UNDER THE SECURITIES ACT THAT IS PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL ACCREDITED INVESTOR FOR INVESTMENT PURPOSES AND NOT WITH A VIEW OR FOR OFFER OR SALE IN CONNECTION WITH ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, (E) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE U.S. SECURITIES ACT OR (F) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT, AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS NOTE IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND; PROVIDED THAT THE COMPANY, THE TRUSTEE, AND THE REGISTRAR SHALL HAVE THE RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (E) OR (F) TO REQUIRE THAT AN OPINION OF COUNSEL, CERTIFICATIONS AND/OR OTHER INFORMATION SATISFACTORY TO THE COMPANY, THE TRUSTEE AND THE REGISTRAR IS COMPLETED AND DELIVERED BY THE TRANSFEROR. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE. AS USED HEREIN, THE TERMS "OFFSHORE TRANSACTION," "UNITED STATES" AND "U.S. PERSON" HAVE THE MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE U.S. SECURITIES ACT. Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table 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 of this Indenture and shall will in no way modify or restrict any of the terms or provisions hereof. SIGNATURES Dated as of December 145, 1998 AEI RESOURCES2003 GENERAL NUTRITION CENTERS, INC. By: /s/ Xxxx Xxxxxx Xxxxxx --------------------------------------- Name: Xxxxxx Xxxxxx Title: Vice President GENERAL NUTRITION INVESTMENT COMPANY GENERAL NUTRITION SALES CORPORATION GNC (CANADA) HOLDING COMPANY GENERAL NUTRITION DISTRIBUTION COMPANY GENERAL NUTRITION GOVERNMENT SERVICES, INC. GENERAL NUTRITION INTERNATIONAL, INC. GN INVESTMENT, INC. GNC, LIMITED GNC US DELAWARE, INC. GENERAL NUTRITION SYSTEMS, INC. INFORMED NUTRITION, INC. GENERAL NUTRITION CORPORATION GENERAL NUTRITION DISTRIBUTION, L.P. GENERAL NUTRITION, INCORPORATED GNC FRANCHISING, INC. NUTRICIA MANUFACTURING USA, INC. GENERAL NUTRITION COMPANIES, INC. By: /s/ Xxxxx Xxxxxx --------------------------------------- Name: Xxxxx Xxxxxx Title: Senior Vice President, Law, Chief Legal Officer U.S. BANK NATIONAL ASSOCIATION By: /s/ Xxxxx X. Xxxx Xxxxxx --------------------------------------- Name: Xxxxx X. Xxxxxx Title: Vice President EXHIBIT A1 [Face of Note] CUSIP/CINS ____________ 8-1/2% Senior Subordinated Notes due 2010 No. ___ $____________ GENERAL NUTRITION CENTERS, INC. promises to pay to_______________ Name: Xxxx X. Xxxx Title: Confirmed and agreed to as Guarantors: 17 WEST MININGor registered assigns, INC., ACECO, INC., XXXXXXXXX MINING, INC., AEI COAL SALES COMPANY, INC., AEI HOLDING COMPANY, INC. AEI RESOURCES HOLDING, INC., AMERICOAL DEVELOPMENT COMPANY, APPALACHIAN REALTY COMPANY, AYRSHIRE LAND COMPANY, BELLAIRE TRUCKING COMPANY, BLUEGRASS COAL DEVELOPMENT COMPANY, BOWIE RESOURCES LIMITED CC COAL COMPANY, COAL VENTURES HOLDING COMPANY, INC., EAST KENTUCKY ENERGY CORPORATION, EMPLOYEE BENEFITS MANAGEMENT, INC., ENCOAL CORPORATION, ENERZ CORPORATION, EVERGREEN MINING COMPANY, FAIRVIEW LAND COMPANY, FRANKLIN COAL SALES COMPANY, GRASSY COVE COAL MINING COMPANY, HERITAGE MINING COMPANY, HIGHLAND COAL, INC., XXXXX-XXXXX CO., INC., XXXXXX COAL COMPANY, XXXXXX RESOURCES, INC., XXXXXX RESOURCES MANAGEMENT, INC., MEADOWLARK, INC., MEGA MINERALS, INC., MIDWEST COAL SALES COMPANY, MID-VOL LEASING, INC. MINING TECHNOLOGIES, INC., MOUNTAIN-CLAY, INCORPORATED (d/b/a Mountain Clay, Inc.), PHOENIX LAND COMPANY, PREMIUM PROCESSING, INC., PREMIUM COAL DEVELOPMENT COMPANY, PRO-LAND, INC. (d/b/a Kem Coal Company) R. & F. COAL COMPANY, RIVER COAL COMPANY, INC., ROARING CREEK COAL COMPANY, SHIPYARD RIVER COAL TERMINAL COMPANY, STRAIGHT CREEK COAL RESOURCES COMPANY, TENNESSEE MINING, INC., TURRIS COAL COMPANY, WYOMING COAL TECHNOLOGY, INC., XXXXXXX COAL HOLDING COMPANY, XXXXXXX ENVIRONMENTAL SERVICES COMPANY, ZENERGY, INC., each as Guarantor By: /s/ Xxxx X. Xxxx the principal sum of ________________________________ Name: Xxxx X. Xxxx Title: BEECH COAL COMPANY, CANNELTON, INC., CANNELTON INDUSTRIES, INC., CANNELTON LAND COMPANY, CANNELTON SALES COMPANY, XXXX COAL & DOCK COMPANY, XXXXXX HOLDINGS, INC., KANAWHA CORPORATION, KINDILL HOLDING, INC., KINDILL MINING, INC., MIDWEST COAL COMPANY , MOUNTAINEER COAL DEVELOPMENT COMPANY, MOUNTAIN COALS CORPORATION, OLD BEN COAL COMPANY, WEST VIRGINIA-INDIANA COAL HOLDING COMPANY, INC., each as Guarantor By: /s/ Xxxxxxx X. Xxxxxxxxx _______________________________ Name: Xxxxxxx X. Xxxxxxxxx Title: BENTLEY COAL COMPANY, SKYLINE COAL COMPANY, KENTUCKY PRINCE MINING COMPANY, each as Guarantor By: GRASSY COVE COAL MINING COMPANY, ROARING CREEK COAL COMPANY, each as General Partner of each of the entities listed above By: /s/ Xxxx X. Xxxx _________________________________ Name: Xxxx X. Xxxx Title: NUCOALDOLLARS on December 1, LLC, as Guarantor By: AMERICOAL DEVELOPMENT COMPANY ENCOAL CORPORATION each as Member By: /s/ Xxxx X. Xxxx _________________________________ Name: Xxxx X. Xxxx Title: STATE STREET BANK AND TRUST COMPANY, as Trustee By: /s/ Xxxxx X. Xxxxxx _________________________________ Name: Xxxxx X. Xxxxxx Title: Vice President EXHIBIT A-1 (FACE OF NOTE) ===============================================================================2010.

Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table 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 of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof. SIGNATURES Dated as of December 14February 16, 1998 AEI RESOURCES2000 CLASSIC CABLE, INC. By: /s/ Xxxx X. Xxxx ________________________ J. MERRXXX XXXXXXX ----------------------------------- Name: Xxxx X. Xxxx J. Merrxxx Xxxxxxx Title: Confirmed and agreed to as GuarantorsChief Executive Officer GUARANTORS: 17 WEST MINING, INC., ACECO, INC., XXXXXXXXX MINING, INC., AEI COAL SALES COMPANY, INC., AEI HOLDING COMPANYCLASSIC CABLE HOLDING, INC. AEI RESOURCES HOLDING, INC., AMERICOAL DEVELOPMENT COMPANY, APPALACHIAN REALTY COMPANY, AYRSHIRE LAND COMPANY, BELLAIRE TRUCKING COMPANY, BLUEGRASS COAL DEVELOPMENT COMPANY, BOWIE RESOURCES LIMITED CC COAL COMPANY, COAL VENTURES HOLDING COMPANY, INC., EAST KENTUCKY ENERGY CORPORATION, EMPLOYEE BENEFITS MANAGEMENT, INC., ENCOAL CORPORATION, ENERZ CORPORATION, EVERGREEN MINING COMPANY, FAIRVIEW LAND COMPANY, FRANKLIN COAL SALES COMPANY, GRASSY COVE COAL MINING COMPANY, HERITAGE MINING COMPANY, HIGHLAND COAL, INC., XXXXX-XXXXX CO., INC., XXXXXX COAL COMPANY, XXXXXX RESOURCES, INC., XXXXXX RESOURCES MANAGEMENT, INC., MEADOWLARK, INC., MEGA MINERALS, INC., MIDWEST COAL SALES COMPANY, MID-VOL LEASINGBy: /s/ J. MERRXXX XXXXXXX ----------------------------------- Name: J. Merrxxx Xxxxxxx Title: Chief Executive Officer UNIVERSAL CABLE HOLDINGS, INC. MINING TECHNOLOGIESBy: /s/ J. MERRXXX XXXXXXX ----------------------------------- Name: J. Merrxxx Xxxxxxx Title: Chief Executive Officer UNIVERSAL CABLE COMMUNICATIONS INC. By: /s/ J. MERRXXX XXXXXXX ----------------------------------- Name: J. Merrxxx Xxxxxxx Title: Chief Executive Officer UNIVERSAL CABLE OF BEAVER, INC., MOUNTAIN-CLAY, INCORPORATED (d/b/a Mountain Clay, Inc.), PHOENIX LAND COMPANY, PREMIUM PROCESSING, INC., PREMIUM COAL DEVELOPMENT COMPANY, PRO-LANDOKLAHOMA, INC. (d/b/a Kem Coal Company) R. & F. COAL COMPANY, RIVER COAL COMPANY, INC., ROARING CREEK COAL COMPANY, SHIPYARD RIVER COAL TERMINAL COMPANY, STRAIGHT CREEK COAL RESOURCES COMPANY, TENNESSEE MINING, INC., TURRIS COAL COMPANY, WYOMING COAL TECHNOLOGY, INC., XXXXXXX COAL HOLDING COMPANY, XXXXXXX ENVIRONMENTAL SERVICES COMPANY, ZENERGY, INC., each as Guarantor By: /s/ Xxxx X. Xxxx ________________________________ J. MERRXXX XXXXXXX ----------------------------------- Name: Xxxx X. Xxxx J. Merrxxx Xxxxxxx Title: BEECH COAL COMPANY, CANNELTONChief Executive Officer Indenture Signature Page UNIVERSAL CABLE MIDWEST, INC., CANNELTON INDUSTRIES, INC., CANNELTON LAND COMPANY, CANNELTON SALES COMPANY, XXXX COAL & DOCK COMPANY, XXXXXX HOLDINGS, INC., KANAWHA CORPORATION, KINDILL HOLDING, INC., KINDILL MINING, INC., MIDWEST COAL COMPANY , MOUNTAINEER COAL DEVELOPMENT COMPANY, MOUNTAIN COALS CORPORATION, OLD BEN COAL COMPANY, WEST VIRGINIA-INDIANA COAL HOLDING COMPANY, INC., each as Guarantor . By: /s/ Xxxxxxx X. Xxxxxxxxx _______________________________ J. MERRXXX XXXXXXX ----------------------------------- Name: J. Merrxxx Xxxxxxx X. Xxxxxxxxx Title: BENTLEY COAL COMPANYChief Executive Officer FRIENDSHIP CABLE OF TEXAS, SKYLINE COAL COMPANY, KENTUCKY PRINCE MINING COMPANY, each as Guarantor By: GRASSY COVE COAL MINING COMPANY, ROARING CREEK COAL COMPANY, each as General Partner of each of the entities listed above INC. By: /s/ Xxxx X. Xxxx _________________________________ J. MERRXXX XXXXXXX ----------------------------------- Name: Xxxx X. Xxxx J. Merrxxx Xxxxxxx Title: NUCOALChief Executive Officer CORRECTIONAL CABLE TV, LLC, as Guarantor By: AMERICOAL DEVELOPMENT COMPANY ENCOAL CORPORATION each as Member INC. By: /s/ Xxxx X. Xxxx _________________________________ J. MERRXXX XXXXXXX ----------------------------------- Name: Xxxx X. Xxxx J. Merrxxx Xxxxxxx Title: STATE STREET BANK AND TRUST COMPANYChief Executive Officer CALLCOM 24, INC. By: /s/ J. MERRXXX XXXXXXX ----------------------------------- Name: J. Merrxxx Xxxxxxx Title: Chief Executive Officer FRIENDSHIP CABLE OF ARKANSAS, INC. By: /s/ J. MERRXXX XXXXXXX ----------------------------------- Name: J. Merrxxx Xxxxxxx Title: Chief Executive Officer CLASSIC TELEPHONE, INC. By: /s/ J. MERRXXX XXXXXXX ----------------------------------- Name: J. Merrxxx Xxxxxxx Title: Chief Executive Officer Indenture Signature Page 95 WT ACQUISITION CORPORATION By: /s/ J. MERRXXX XXXXXXX ----------------------------------- Name: J. Merrxxx Xxxxxxx Title: Chief Executive Officer W.K. COMMUNICATIONS, INC. By: /s/ J. MERRXXX XXXXXXX ----------------------------------- Name: J. Merrxxx Xxxxxxx Title: Chief Executive Officer TELEVISION ENTERPRISES, INC. By: /s/ J. MERRXXX XXXXXXX ----------------------------------- Name: J. Merrxxx Xxxxxxx Title: Chief Executive Officer BLACK CREEK MANAGEMENT, L.L.C. By: /s/ J. MERRXXX XXXXXXX ----------------------------------- Name: J. Merrxxx Xxxxxxx Title: Chief Executive Officer BLACK CREEK COMMUNICATIONS, L.P. By: /s/ J. MERRXXX XXXXXXX ----------------------------------- Name: J. Merrxxx Xxxxxxx Title: Chief Executive Officer CLASSIC NETWORK TRANSMISSION, L.L.C. By: /s/ J. MERRXXX XXXXXXX ----------------------------------- Name: J. Merrxxx Xxxxxxx Title: Chief Executive Officer Dated as of February 16, 2000 XXXXX XXXX XX XXXXX, XXTIONAL ASSOCIATION, as Trustee By: /s/ Xxxxx CARY X. Xxxxxx _________________________________ XXXXXXX ----------------------------------- Name: Xxxxx Cary X. Xxxxxx Xxxxxxx Title: Vice President Indenture Signature Page 97 EXHIBIT A-1 (FACE OF NOTE) ===============================================================================A1 [Face of Note] -------------------------------------------------------------------------------- CUSIP/CINS: 18270XXX0

Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table 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 of this Indenture and shall will in no way modify or restrict any of the terms or provisions hereof. 97 SIGNATURES Dated as of December 14Xxxxx 00, 1998 AEI RESOURCES0000 XxxxxXxx LP By: CyrusOne GP, INC. as the sole general partner By: CyrusOne Inc., as the sole trustee By: /s/ Xxxx Xxxxx X. Xxxx ___________Morefield_____________ Name: Xxxx Xxxxx X. Xxxx Xxxxxxxxx Title: Confirmed Executive Vice President and agreed to as Guarantors: 17 WEST MINING, INC., ACECO, INC., XXXXXXXXX MINING, INC., AEI COAL SALES COMPANY, INC., AEI HOLDING COMPANY, INC. AEI RESOURCES HOLDING, INC., AMERICOAL DEVELOPMENT COMPANY, APPALACHIAN REALTY COMPANY, AYRSHIRE LAND COMPANY, BELLAIRE TRUCKING COMPANY, BLUEGRASS COAL DEVELOPMENT COMPANY, BOWIE RESOURCES LIMITED CC COAL COMPANY, COAL VENTURES HOLDING COMPANY, INC., EAST KENTUCKY ENERGY CORPORATION, EMPLOYEE BENEFITS MANAGEMENT, INC., ENCOAL CORPORATION, ENERZ CORPORATION, EVERGREEN MINING COMPANY, FAIRVIEW LAND COMPANY, FRANKLIN COAL SALES COMPANY, GRASSY COVE COAL MINING COMPANY, HERITAGE MINING COMPANY, HIGHLAND COAL, INC., XXXXX-XXXXX CO., INC., XXXXXX COAL COMPANY, XXXXXX RESOURCES, INC., XXXXXX RESOURCES MANAGEMENT, INC., MEADOWLARK, INC., MEGA MINERALS, INC., MIDWEST COAL SALES COMPANY, MID-VOL LEASING, INC. MINING TECHNOLOGIES, INC., MOUNTAIN-CLAY, INCORPORATED (d/b/a Mountain Clay, Inc.), PHOENIX LAND COMPANY, PREMIUM PROCESSING, INC., PREMIUM COAL DEVELOPMENT COMPANY, PRO-LAND, INC. (d/b/a Kem Coal Company) R. & F. COAL COMPANY, RIVER COAL COMPANY, INC., ROARING CREEK COAL COMPANY, SHIPYARD RIVER COAL TERMINAL COMPANY, STRAIGHT CREEK COAL RESOURCES COMPANY, TENNESSEE MINING, INC., TURRIS COAL COMPANY, WYOMING COAL TECHNOLOGY, INC., XXXXXXX COAL HOLDING COMPANY, XXXXXXX ENVIRONMENTAL SERVICES COMPANY, ZENERGY, INC., each as Guarantor Chief Financial Officer CyrusOne Finance Corp. By: /s/ Xxxx Xxxxx X. Xxxx Morefield_____________ Name: Xxxxx X. Xxxxxxxxx Title: Executive Vice President and Chief Financial Officer GUARANTORS CyrusOne Inc. By: /s/ Xxxxx X. Morefield_____________ Name: Xxxxx X. Xxxxxxxxx Title: Executive Vice President and Chief Financial Officer CyrusOne GP By: CyrusOne Inc., as the sole trustee By: /s/ Xxxxx X. Morefield_____________ Name: Xxxxx X. Xxxxxxxxx Title: Executive Vice President and Chief Financial Officer CyrusOne TRS Inc. By: /s/ Xxxxx X. Morefield_____________ Name: Xxxxx X. Xxxxxxxxx Title: Executive Vice President and Chief Financial Officer CyrusOne Foreign Holdings LLC By: CyrusOne LLC, as sole member By: CyrusOne LP, its sole member By: CyrusOne GP, its general partner By: CyrusOne Inc., its trustee By: /s/ Xxxxx X. Morefield_____________ Name: Xxxxx X. Xxxxxxxxx Title: Executive Vice President and Chief Financial Officer CyrusOne LLC By: CyrusOne LP, as sole member By: CyrusOne GP, its general partner By: CyrusOne Inc., its trustee By: /s/ Xxxxx X. Morefield_____________ Name: Xxxxx X. Xxxxxxxxx Title: Executive Vice President and Chief Financial Officer Cervalis Holdings LLC By: CyrusOne LP, as sole member By: CyrusOne GP, its general partner By: CyrusOne Inc., its trustee By: /s/ Xxxxx X. Morefield_____________ Name: Xxxxx X. Xxxxxxxxx Title: Executive Vice President and Chief Financial Officer Cervalis LLC By: Cervalis Holdings LLC, as sole member By: CyrusOne LP, its sole member By: CyrusOne GP, its general partner By: CyrusOne Inc., its trustee By: /s/ Xxxxx X. Morefield_____________ Name: Xxxxx X. Xxxxxxxxx Title: Executive Vice President and Chief Financial Officer CyrusOne-NC LLC By: CyrusOne LP, as sole member By: CyrusOne GP, its general partner By: CyrusOne Inc., its trustee By: /s/ Xxxxx X. Morefield_____________ Name: Xxxxx X. Xxxxxxxxx Title: Executive Vice President and Chief Financial Officer CyrusOne-NJ LLC By: CyrusOne LP, as sole member By: CyrusOne GP, its general partner By: CyrusOne Inc., its trustee By: /s/ Xxxxx X. Morefield_____________ Name: Xxxxx X. Xxxxxxxxx Title: Executive Vice President and Chief Financial Officer XXXXX FARGO BANK, N.A. By: /s/ Xxxxxxx X. Giordano_____________ Name: Xxxxxxx X. Xxxxxxxx Title: Vice President EXHIBIT A [Face of Note] CUSIP/CINS ____________ 5.000% Senior Notes due 2024 No. ___ $____________* CYRUSONE LP CYRUSONE FINANCE CORP. promises to pay to or registered assigns, the principal sum of ________________________________ Name: Xxxx X. Xxxx Title: BEECH COAL COMPANY, CANNELTON, INC., CANNELTON INDUSTRIES, INC., CANNELTON LAND COMPANY, CANNELTON SALES COMPANY, XXXX COAL & DOCK COMPANY, XXXXXX HOLDINGS, INC., KANAWHA CORPORATION, KINDILL HOLDING, INC., KINDILL MINING, INC., MIDWEST COAL COMPANY , MOUNTAINEER COAL DEVELOPMENT COMPANY, MOUNTAIN COALS CORPORATION, OLD BEN COAL COMPANY, WEST VIRGINIA-INDIANA COAL HOLDING COMPANY, INC., each as Guarantor By: /s/ Xxxxxxx X. Xxxxxxxxx _______________________________ Name: Xxxxxxx X. Xxxxxxxxx Title: BENTLEY COAL COMPANY, SKYLINE COAL COMPANY, KENTUCKY PRINCE MINING COMPANY, each as Guarantor By: GRASSY COVE COAL MINING COMPANY, ROARING CREEK COAL COMPANY, each as General Partner of each of the entities listed above By: /s/ Xxxx X. Xxxx _________________________________ NameDOLLARS [(as such sum may be increased or decreased as set forth on the Schedule of Exchanges of Interest on the Global Notes attached hereto)] on March 15, 2024. Interest Payment Dates: Xxxx X. Xxxx TitleMarch 15 and September 15 Record Dates: NUCOAL, LLC, as Guarantor ByMarch 1 and September 1 Dated: AMERICOAL DEVELOPMENT COMPANY ENCOAL CORPORATION each as Member By: /s/ Xxxx X. Xxxx _________________________________ CYRUSONE LP By: CyrusOne GP, as the sole General Partner By: CyrusOne Inc., as the sole Trustee By: Name: Xxxx X. Xxxx Title: STATE STREET CYRUSONE FINANCE CORP By: Name: Title: This is one of the Notes referred to in the within-mentioned Indenture: XXXXX FARGO BANK AND TRUST COMPANYN.A., as Trustee By: /s/ Xxxxx X. Xxxxxx _________________________________ Name: Xxxxx X. Xxxxxx Title: Vice President EXHIBIT A-1 (FACE OF NOTE) ===============================================================================Authorized Signatory [Back of Note] 5.000% Senior Notes due 2024 [Insert the Global Note Legend, if applicable pursuant to the provisions of the Indenture] [Insert the Private Placement Legend, if applicable pursuant to the provisions of the Indenture] [Insert the Regulation S Temporary Global Note Legend, if applicable pursuant to the provisions of the Indenture] Capitalized terms used herein have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table 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 of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof. SIGNATURES Dated as of December 14, 1998 AEI RESOURCES, INC. By: /s/ Xxxx X. Xxxx _____________________________________ Name: Title: AEI HOLDING COMPANY, INC. By: /s/ Xxxx X. Xxxx ___________________________________ Name: Title: IBJ XXXXXXXX BANK & TRUST COMPANY, as trustee By: /s/ Xxxxxxx Xxxxxxx ___________________________________ Name: Xxxxxxx Xxxxxxx Title: Assistant Vice President Confirmed and agreed to as Guarantors: 17 WEST MINING, INC., ACECO, INC., XXXXXXXXX MINING, INC., AEI COAL SALES COMPANY, INC., AEI HOLDING COMPANY, INC. AEI RESOURCES HOLDING, INC., AMERICOAL DEVELOPMENT COMPANY, APPALACHIAN REALTY COMPANY, AYRSHIRE LAND COMPANY, BELLAIRE TRUCKING COMPANY, BLUEGRASS COAL DEVELOPMENT COMPANY, BOWIE RESOURCES LIMITED CC COAL COMPANY, COAL VENTURES HOLDING COMPANY, INC., EAST KENTUCKY ENERGY CORPORATION, EMPLOYEE BENEFITS MANAGEMENT, INC., ENCOAL CORPORATION, ENERZ CORPORATION, EVERGREEN MINING COMPANY, FAIRVIEW LAND COMPANY, FRANKLIN COAL SALES COMPANY, GRASSY COVE COAL MINING COMPANY, HERITAGE MINING COMPANY, HIGHLAND COAL, INC., XXXXX-XXXXX CO., INC., XXXXXX COAL COMPANY, XXXXXX RESOURCES, INC., XXXXXX RESOURCES MANAGEMENT, INC., MEADOWLARK, INC., MEGA MINERALS, INC., MIDWEST COAL SALES COMPANY, MID-VOL LEASING, INC. MINING TECHNOLOGIES, INC., MOUNTAIN-CLAY, INCORPORATED (d/b/a Mountain Clay, Inc.), PHOENIX LAND COMPANY, PREMIUM PROCESSING, INC., PREMIUM COAL DEVELOPMENT COMPANY, PRO-LAND, INC. (d/b/a Kem Coal Company) R. & F. COAL COMPANY, RIVER COAL COMPANY, INC., ROARING CREEK COAL COMPANY, SHIPYARD RIVER COAL TERMINAL COMPANY, STRAIGHT CREEK COAL RESOURCES COMPANY, TENNESSEE MINING, INC., TURRIS COAL COMPANY, WYOMING COAL TECHNOLOGY, INC., XXXXXXX COAL HOLDING COMPANY, XXXXXXX ENVIRONMENTAL SERVICES COMPANY, ZENERGY, INC., each as Guarantor By: /s/ Xxxx X. Xxxx ___________________________________ Name: Xxxx X. Xxxx Title: BEECH COAL COMPANY, CANNELTON, INC., CANNELTON INDUSTRIES, INC., CANNELTON LAND COMPANY, CANNELTON SALES COMPANY, XXXX COAL & DOCK COMPANY, XXXXXX HOLDINGS, INC., KANAWHA CORPORATION, KINDILL HOLDING, INC., KINDILL MINING, INC., MIDWEST COAL COMPANY , MOUNTAINEER COAL DEVELOPMENT COMPANY, MOUNTAIN COALS CORPORATION, OLD BEN COAL COMPANY, WEST VIRGINIA-INDIANA COAL HOLDING COMPANY, INC., each as Guarantor By: /s/ Xxxxxxx X. Xxxxxxxxx ___________________________________ Name: Xxxxxxx X. Xxxxxxxxx Title: Vice President of Administration BENTLEY COAL COMPANY, SKYLINE COAL COMPANY, KENTUCKY PRINCE MINING COMPANY, each as Guarantor By: GRASSY COVE COAL MINING COMPANY, ROARING CREEK COAL COMPANY, each as General Partner of each of the entities listed above By: /s/ Xxxx X. Xxxx ___________________________________ Name: Xxxx X. Xxxx Title: NUCOAL, LLC, as Guarantor By: AMERICOAL DEVELOPMENT COMPANY ENCOAL CORPORATION each as Member By: /s/ Xxxx X. Xxxx ___________________________________ Name: Xxxx X. Xxxx Title: STATE STREET BANK AND TRUST COMPANY, as Trustee By: /s/ Xxxxx X. Xxxxxx _________________________________ Name: Xxxxx X. Xxxxxx Title: Vice President EXHIBIT A-1 (FACE OF NOTE) ================================================================================

Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table and Headings of the Articles and Sections of this Senior Subordinated Note Indenture have been inserted for convenience of reference only, are not to be considered a part of this Senior Subordinated Note Indenture and shall in no way modify or restrict any of the terms or provisions hereof. SIGNATURES Dated as of December 14August 10, 1998 AEI RESOURCESAmended and Restated as of December 19, 2002 THE COMPANY: BALL CORPORATION By: /s/ Scott C. Morrison ---------------------------------------- Name: Scott C. Morrison Title: Vice Prxxxxxxx xxx Xxxxxurer SUBSIDIARY GUARANTORS: BALL AEROSPACE AND TECHNOLOGIES CORP. By: /s/ Scott C. Morrison ---------------------------------------- Name: Scott C. Morrison Title: Vice Prxxxxxxx xxx Xxxxxurer BALL ASIA SERVICES LIMITED (a successor to Ball Asia Pacific Limited) By: /s/ Scott C. Morrison ---------------------------------------- Name: Scott C. Morrison Title: Vice Prxxxxxxx xxx Xxxxxurer BALL GLASS CONTAINER CORPORATION By: /s/ Scott C. Morrison ---------------------------------------- Name: Scott C. Morrison Title: Vice Prxxxxxxx xxx Xxxxxurer BALL HOLDINGS CORP. By: /s/ Scott C. Morrison ---------------------------------------- Name: Scott C. Morrison Title: Vice Prxxxxxxx xxx Xxxxxurer BALL METAL BEVERAGE CONTAINER CORP. By: /s/ David A. Westerlund ---------------------------------------- Name: David A. Westerlund Title: Vice Prexxxxxx BALL METAL FOOD CONTAINER CORP. By: /s/ Scott C. Morrison ---------------------------------------- Name: Scott C. Morrison Title: Vice Prxxxxxxx xxx Xxxxxurer BALL METAL PACKAGING SALES CORP. By: /s/ Scott C. Morrison ---------------------------------------- Name: Scott C. Morrison Title: Vice Prxxxxxxx xxx Xxxxxurer BALL PACKAGING CORP. By: /s/ Scott C. Morrison ---------------------------------------- Name: Scott C. Morrison Title: Vice Prxxxxxxx xxx Xxxxxurer BALL PLASTIC CONTAINER CORP. By: /s/ Scott C. Morrison ---------------------------------------- Name: Scott C. Morrison Title: Vice Prxxxxxxx xxx Xxxxxurer BALL TECHNOLOGIES HOLDING CORP. By: /s/ Scott C. Morrison ---------------------------------------- Name: Scott C. Morrison Title: Vice Prxxxxxxx xxx Xxxxxurer BALL TECHNOLOGY SERVICES CORPORATION By: /s/ Scott C. Morrison ---------------------------------------- Name: Scott C. Morrison Title: Vice Prxxxxxxx xxx Xxxxxurer BG HOLDINGS I, INC. By: /s/ Xxxx X. Xxxx ________________________ Scott C. Morrison ---------------------------------------- Name: Xxxx X. Xxxx Scott C. Morrison Title: Confirmed and agreed to as Guarantors: 17 WEST MINING, INC., ACECO, INC., XXXXXXXXX MINING, INC., AEI COAL SALES COMPANY, INC., AEI HOLDING COMPANYVice Prxxxxxxx xxx Xxxxxurer BG HOLDINGS II, INC. AEI RESOURCES By: /s/ Scott C. Morrison ---------------------------------------- Name: Scott C. Morrison Title: Vice Prxxxxxxx xxx Xxxxxurer EFRATOM HOLDING, INC., AMERICOAL DEVELOPMENT COMPANY, APPALACHIAN REALTY COMPANY, AYRSHIRE LAND COMPANY, BELLAIRE TRUCKING COMPANY, BLUEGRASS COAL DEVELOPMENT COMPANY, BOWIE RESOURCES LIMITED CC COAL COMPANY, COAL VENTURES HOLDING COMPANY, INC., EAST KENTUCKY ENERGY CORPORATION, EMPLOYEE BENEFITS MANAGEMENT, INC., ENCOAL CORPORATION, ENERZ CORPORATION, EVERGREEN MINING COMPANY, FAIRVIEW LAND COMPANY, FRANKLIN COAL SALES COMPANY, GRASSY COVE COAL MINING COMPANY, HERITAGE MINING COMPANY, HIGHLAND COAL, INC., XXXXX-XXXXX CO., INC., XXXXXX COAL COMPANY, XXXXXX RESOURCES, INC., XXXXXX RESOURCES MANAGEMENT, INC., MEADOWLARK, INC., MEGA MINERALS, INC., MIDWEST COAL SALES COMPANY, MID-VOL LEASING, INC. MINING TECHNOLOGIES, INC., MOUNTAIN-CLAY, INCORPORATED (d/b/a Mountain Clay, Inc.), PHOENIX LAND COMPANY, PREMIUM PROCESSING, INC., PREMIUM COAL DEVELOPMENT COMPANY, PRO-LANDBy: /s/ Scott C. Morrison ---------------------------------------- Name: Scott C. Morrison Title: Vice Prxxxxxxx xxx Xxxxxurer LATAS DE ALUMINIO BALL, INC. (d/b/a Kem Coal Companyformerly known as Latas de Aluminio Reynolds, Inc.) R. & F. COAL COMPANY, RIVER COAL COMPANY, INC., ROARING CREEK COAL COMPANY, SHIPYARD RIVER COAL TERMINAL COMPANY, STRAIGHT CREEK COAL RESOURCES COMPANY, TENNESSEE MINING, INC., TURRIS COAL COMPANY, WYOMING COAL TECHNOLOGY, INC., XXXXXXX COAL HOLDING COMPANY, XXXXXXX ENVIRONMENTAL SERVICES COMPANY, ZENERGY, INC., each as Guarantor By: /s/ Xxxx X. Xxxx ________________________________ Scott C. Morxxxxx ---------------------------------------- Name: Xxxx X. Xxxx Scott C. Morrison Title: BEECH COAL COMPANY, CANNELTON, INC., CANNELTON INDUSTRIES, INC., CANNELTON LAND COMPANY, CANNELTON SALES COMPANY, XXXX COAL & DOCK COMPANY, XXXXXX Vice Prxxxxxxx xxx Xxxxxurer BALL PAN-EUROPEAN HOLDINGS, INC., KANAWHA CORPORATION, KINDILL HOLDING, INC., KINDILL MINING, INC., MIDWEST COAL COMPANY , MOUNTAINEER COAL DEVELOPMENT COMPANY, MOUNTAIN COALS CORPORATION, OLD BEN COAL COMPANY, WEST VIRGINIA-INDIANA COAL HOLDING COMPANY, INC., each as Guarantor . By: /s/ Xxxxxxx X. Xxxxxxxxx _______________________________ Scott C. Morrison ---------------------------------------- Name: Xxxxxxx X. Xxxxxxxxx Scott C. Morrison Title: BENTLEY COAL COMPANY, SKYLINE COAL COMPANY, KENTUCKY PRINCE MINING COMPANY, each as Guarantor By: GRASSY COVE COAL MINING COMPANY, ROARING CREEK COAL COMPANY, each as General Partner of each of the entities listed above By: /s/ Xxxx X. Xxxx _________________________________ Name: Xxxx X. Xxxx Title: NUCOAL, LLCTreasurex THE BANK OF NEW YORK, as Guarantor By: AMERICOAL DEVELOPMENT COMPANY ENCOAL CORPORATION each as Member By: /s/ Xxxx X. Xxxx _________________________________ Name: Xxxx X. Xxxx Title: STATE STREET BANK AND TRUST COMPANY, as Senior Subordinated Note Trustee By: /s/ Xxxxx X. Xxxxxx _________________________________ Van K. Brown ---------------------------------------- Name: Xxxxx X. Xxxxxx Van K. Brown Title: Vice President EXHIBIT A-1 (FACE OF SENIOR SUBORDINATED NOTE) ===============================================================================)

Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table 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 of this Indenture and shall will in no way modify or restrict any of the terms or provisions hereof. [Signatures on following page] SIGNATURES Dated as of December 14May 31, 1998 AEI RESOURCES2002 TRICO MARINE SERVICES, INC. By: /s/ Xxxx Xxxxxx X. Xxxx ____________Xxxxx Name: Xxxxxx X. Xxxxx Title: Vice President and Chief Financial Officer Attest: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: President and Chief Executive Officer GUARANTORS: TRICO MARINE OPERATORS, INC. By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Vice President and Chief Financial Officer Attest: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: President and Chief Executive Officer TRICO MARINE ASSETS, INC. By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Vice President and Chief Financial Officer Attest: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: President and Chief Executive Officer TRUSTEE: JPMORGAN CHASE BANK By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Vice President and Trust Officer EXHIBIT A [Face of Note] CUSIP/CINS ____________ Name: Xxxx X. Xxxx Title: Confirmed and agreed to as Guarantors: 17 WEST MINING, INC., ACECO, INC., XXXXXXXXX MINING, INC., AEI COAL SALES COMPANY, INC., AEI HOLDING COMPANY, INC8⅞% Senior Notes due 2012 No. AEI RESOURCES HOLDING, INC., AMERICOAL DEVELOPMENT COMPANY, APPALACHIAN REALTY COMPANY, AYRSHIRE LAND COMPANY, BELLAIRE TRUCKING COMPANY, BLUEGRASS COAL DEVELOPMENT COMPANY, BOWIE RESOURCES LIMITED CC COAL COMPANY, COAL VENTURES HOLDING COMPANY, INC., EAST KENTUCKY ENERGY CORPORATION, EMPLOYEE BENEFITS MANAGEMENT, INC., ENCOAL CORPORATION, ENERZ CORPORATION, EVERGREEN MINING COMPANY, FAIRVIEW LAND COMPANY, FRANKLIN COAL SALES COMPANY, GRASSY COVE COAL MINING COMPANY, HERITAGE MINING COMPANY, HIGHLAND COAL, INC., XXXXX-XXXXX CO., INC., XXXXXX COAL COMPANY, XXXXXX RESOURCES, INC., XXXXXX RESOURCES MANAGEMENT, INC., MEADOWLARK, INC., MEGA MINERALS, INC., MIDWEST COAL SALES COMPANY, MID-VOL LEASING, INC. MINING TECHNOLOGIES, INC., MOUNTAIN-CLAY, INCORPORATED (d/b/a Mountain Clay, Inc.), PHOENIX LAND COMPANY, PREMIUM PROCESSING, INC., PREMIUM COAL DEVELOPMENT COMPANY, PRO-LAND, INC. (d/b/a Kem Coal Company) R. & F. COAL COMPANY, RIVER COAL COMPANY, INC., ROARING CREEK COAL COMPANY, SHIPYARD RIVER COAL TERMINAL COMPANY, STRAIGHT CREEK COAL RESOURCES COMPANY, TENNESSEE MINING, INC., TURRIS COAL COMPANY, WYOMING COAL TECHNOLOGY, INC., XXXXXXX COAL HOLDING COMPANY, XXXXXXX ENVIRONMENTAL SERVICES COMPANY, ZENERGY, INC., each as Guarantor By: /s/ Xxxx X. Xxxx _____________________ $____________ TRICO MARINE SERVICES, INC. promises to pay to CEDE & CO. or registered assigns, the principal sum of Dollars on May 15, 2012. Interest Payment Dates: November 15 and May 15 Record Dates: November 1 and May 1 Dated: TRICO MARINE SERVICES, INC. By: Name: Xxxx X. Xxxx Title: BEECH COAL COMPANY, CANNELTON, INC., CANNELTON INDUSTRIES, INC., CANNELTON LAND COMPANY, CANNELTON SALES COMPANY, XXXX COAL & DOCK COMPANY, XXXXXX HOLDINGS, INC., KANAWHA CORPORATION, KINDILL HOLDING, INC., KINDILL MINING, INC., MIDWEST COAL COMPANY , MOUNTAINEER COAL DEVELOPMENT COMPANY, MOUNTAIN COALS CORPORATION, OLD BEN COAL COMPANY, WEST VIRGINIA-INDIANA COAL HOLDING COMPANY, INC., each as Guarantor By: /s/ Xxxxxxx X. Xxxxxxxxx _______________________________ Name: Xxxxxxx X. Xxxxxxxxx Title: BENTLEY COAL COMPANY, SKYLINE COAL COMPANY, KENTUCKY PRINCE MINING COMPANY, each as Guarantor By: GRASSY COVE COAL MINING COMPANY, ROARING CREEK COAL COMPANY, each as General Partner of each This is one of the entities listed above ByNotes referred to in the within-mentioned Indenture: /s/ Xxxx X. Xxxx _________________________________ Name: Xxxx X. Xxxx Title: NUCOAL, LLC, as Guarantor By: AMERICOAL DEVELOPMENT COMPANY ENCOAL CORPORATION each as Member By: /s/ Xxxx X. Xxxx _________________________________ Name: Xxxx X. Xxxx Title: STATE STREET BANK AND TRUST COMPANY, JPMorgan Chase Bank as Trustee By: /s/ Xxxxx X. Xxxxxx _________________________________ Name: Xxxxx X. Xxxxxx Title: Vice President EXHIBIT A-1 (FACE OF NOTE) ===============================================================================Authorized Signatory Back of Note 8⅞% Senior Notes due 2012 [Insert the Global Note Legend, if applicable pursuant to the provisions of the Indenture] [Insert the Private Placement Legend, if applicable pursuant to the provisions of the Indenture] Capitalized terms used herein have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.