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EXHIBIT 4.2
Assignment of Rights, Obligations and Liabilities under the
Stockholders Agreement
This Assignment of October 15, 1998, between the assignor, Carboex
International, Limited ("CIL"), a company organized under the laws of the
Bahamas, and the assignee, Carboex, S.A. ("Carboex"), a company organized under
the laws of Spain:
WHEREAS, on April 4, 1997, CIL entered into an agreement known as the
Stockholders Agreement (the "Agreement") with Arch Mineral Corporation, now
known as Arch Coal, Inc. ("Arch"), and with Ashland, Inc., providing for the
nomination and election of a Director of Arch chosen by CIL, and giving CIL a
Tag-Along Right to sell shares of Arch under certain circumstances; and
WHEREAS, CIL is an Affiliate of Carboex, and Carboex is a Permitted Transferee
of CIL, both as defined in Section 1 of the Agreement; and
WHEREAS, CIL has sold to Carboex on the date hereof 1,640,000 shares of Arch
representing all of the shares of Arch owned by CIL at the time of sale; and
WHEREAS, Carboex wishes to receive the assignment, under the terms and
conditions of the Agreement and as a Permitted Transferee, of all of the rights,
obligations and liabilities of CIL under the Agreement, and CIL is willing to
assign to Carboex all of such rights, obligations and liabilities in connection
with its sale to Carboex of all of its shares of Arch;
NOW, THEREFORE, CIL hereby irrevocably assigns to Carboex, and Carboex accepts
as assignee and Permitted Transferee, all of its rights, obligations and
liabilities provided for in the Agreement, and Carboex agrees to be bound by the
terms of the Agreement to the same extent and in the same manner as CIL.
Carboex International, Limited
by /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Date:
Received:
Arch Coal, Inc.
Carboex, S.A.
by: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ by /s/ ▇. ▇▇▇▇▇▇▇▇▇
Date: 2-2-99 Date:
