THIRD SUPPLEMENTAL INDENTURE GOVERNING 8.750% SENIOR NOTES DUE 2016 OF ARCH COAL, INC.
EXHIBIT
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This THIRD SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of May 7, 2010, among
Otter Creek Coal, LLC, a Delaware limited liability company (the “Guaranteeing Subsidiary”), Arch
Coal, Inc., a Delaware corporation (the “Company”), the other Guarantors (as defined in the
Indenture referred to below) and U.S. Bank National Association, as trustee under the Indenture
referred to below (the “Trustee”).
WITNESSETH
WHEREAS, the Guaranteeing Subsidiary is a subsidiary of the Company; and
WHEREAS, the Company and certain Guarantors have heretofore entered into an Indenture, dated July
31, 2009 (as heretofore supplemented, the “Indenture”), among the Company, such Guarantors and the
Trustee, providing for the issuance of 8.750% Senior Notes due 2016 (the “Notes”), the related
First Supplemental Indenture, dated February 8, 2010, among the Company, certain Guarantors and the
Trustee, and the related Second Supplemental Indenture, dated March 12, 2010, among the Company,
certain Guarantors and the Trustee; and
WHEREAS, the Indenture provides that the Company shall cause any Person which becomes obligated to
Guarantee the Notes, pursuant to the terms of Section 4.13 of the Indenture, to execute a
supplemental indenture pursuant to which such Person shall Guarantee the obligations of the Company
under the Notes and the Indenture in accordance with Article Ten of the Indenture with the same
effect and to the same extent as if such Person had been named in the Indenture as a Guarantor; and
WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and
deliver this Supplemental Indenture.
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration,
the receipt of which is hereby acknowledged, the Guaranteeing Subsidiary and the Trustee mutually
covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:
1. CAPITALIZED TERMS. Capitalized terms used herein without definition shall have the meanings
assigned to them in the Indenture.
2. AGREEMENT TO GUARANTEE. The Guaranteeing Subsidiary hereby agrees to provide a Guarantee on
the terms and subject to the conditions set forth in the Indenture including, but not limited to,
Article Ten thereof. From and after the date hereof, the Guaranteeing Subsidiary shall be a
Guarantor for all purposes under the Indenture and the Notes.
3. NO RECOURSE AGAINST OTHERS. No past, present or future member, manager, director,
officer, employee or agent of the Guaranteeing Subsidiary, as such, shall have any
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liability for any obligations of the Company, the Guaranteeing Subsidiary, or any other Guarantor,
under the Notes, any Guarantee, the Indenture or this Supplemental Indenture or for any claim based
on, in respect of, or by reason of, such obligations or their creation. Each Holder of the Notes
or any Guarantee by accepting a Note waives and releases all such liability. The waiver and
release are part of the consideration for issuance of the Notes and the Guarantee.
4. NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO
CONSTRUE THIS SUPPLEMENTAL INDENTURE WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF
LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED
THEREBY.
5. COUNTERPARTS. The parties may sign any number of copies of this Supplemental Indenture. Each
signed copy shall be an original, but all of them together represent the same agreement.
6. EFFECT OF HEADINGS. The Section headings herein are for convenience only and shall not affect
the construction hereof.
7. THE TRUSTEE. The Trustee shall not be responsible in any manner whatsoever for or in respect
of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals
contained herein, all of which recitals are made solely by the Guaranteeing Subsidiary and the
Company.
[SIGNATURE PAGES FOLLOW]
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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed
and attested, all as of the date first above written.
| SIGNATURES ARCH COAL, INC. as Issuer |
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| By: | /s/ Xxxx X. Xxxxxxx | |||
| Name: | Xxxx X. Xxxxxxx | |||
| Title: | Senior Vice President and Chief Financial Officer | |||
| ALLEGHENY LAND COMPANY ARCH COAL SALES COMPANY, INC. ARCH COAL TERMINAL, INC. ARCH DEVELOPMENT, LLC ARCH ENERGY RESOURCES, LLC ARCH RECLAMATION SERVICES, INC. ARK LAND COMPANY ARK LAND KH, INC. ARK LAND LT, INC. ARK LAND WR, INC. ASHLAND TERMINAL, INC. CATENARY COAL HOLDINGS, INC. COAL-MAC, INC. CUMBERLAND RIVER COAL COMPANY LONE MOUNTAIN PROCESSING, INC. XXXXX XXXXX COAL COMPANY MOUNTAIN GEM LAND, INC. MOUNTAIN MINING, INC. MOUNTAINEER LAND COMPANY OTTER CREEK COAL, LLC PRAIRIE HOLDINGS, INC. WESTERN ENERGY RESOURCES, INC. each as a Guarantor |
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| By: | /s/ Xxxx X. Xxxxxxx | |||
| Name: | Xxxx X. Xxxxxxx | |||
| Title: | Vice President | |||
Signature Page to Third Supplemental Indenture
| U.S. BANK NATIONAL ASSOCIATION as Trustee |
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| By: | /s/ Xxxxx X. Xxx Xxxxx | |||
| Name: | Xxxxx X. Xxx Xxxxx | |||
| Title: | Asst. Vice President | |||
Signature Page to Third Supplemental Indenture
