EXHIBIT 4.4
AGREEMENT FOR TERMINATION OF THE ARCH MINERAL
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CORPORATION VOTING AGREEMENT AND FOR NOMINATION OF DIRECTORS
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AGREEMENT FOR TERMINATION OF THE ARCH MINERAL CORPORATION VOTING AGREEMENT
AND FOR NOMINATION OF DIRECTORS, dated as of April 4, 1997 (the "Agreement"), by
and between Xxxx Coal Corporation, a Texas corporation ("Xxxx Coal"), Xxxxx-Xxxx
Corporation, a Delaware corporation ("Xxxxx-Xxxx"), each of the trusts listed on
Schedule I hereto (the "Xxxx Trusts", and together with Xxxx Coal and Xxxxx-
Xxxx, the "Xxxx Group"), Ashland Inc., a Kentucky corporation ("Ashland"), and
Arch Mineral Corporation, a Delaware corporation (the "Company").
WHEREAS, Xxxx Petroleum Corporation ("Xxxx Petroleum"), Xxxxx-Xxxx, the
Xxxx Trusts, Ashland and the Company entered into a Voting Agreement dated
effective as of September 1, 1993 (the "Voting Agreement");
WHEREAS, Xxxx Petroleum subsequently assigned its rights under the Voting
Agreement to Xxxx Coal and Xxxx Coal assumed the obligations of Xxxx Petroleum
thereunder;
WHEREAS, the Company has entered into an Agreement and Plan of Merger
("Merger Agreement") providing, among other things, for the merger of a wholly-
owned subsidiary of the Company with and into Ashland Coal, Inc., a Delaware
corporation ("Ashland Coal") for the purpose of effecting a combination of the
Company and Ashland Coal;
WHEREAS, the Xxxx Group, Ashland and the Company have agreed to terminate
their respective rights and obligations under the Voting Agreement as of the
Effective Time (as deemed in the Merger Agreement) subject to reinstatement in
the event the Merger Agreement is terminated; and
WHEREAS, the Xxxx Group and the Company desire to enter into certain
agreements with respect to the nomination of persons for election to the Board
of Directors of the Company (the "Board").
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:
1. Termination of Voting Agreement. At the Effective Time (as defined in
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the Merger Agreement), the Voting Agreement shall be terminated and each party
hereto shall be released fully from its respective obligations thereunder.
2. Nomination of Xxxx Designee. So long as the Xxxx Group, the entities
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listed on Schedule II hereto and the beneficiaries of any trusts included among
the Xxxx Group and the listed entities shall have the collective voting power to
elect, by cumulative voting, one or more persons to serve on the Board, the
Company agrees to take all actions necessary to nominate or cause to be
nominated and to solicit proxies (and if properly executed or otherwise valid,
to vote all such proxies and other shares which Company management is otherwise
entitled to vote in accordance with the terms and requirements of this
provision) for election as a director at each
annual meeting of stockholders (or, if applicable, at any special meeting of
stockholders) of the Company, the number of persons that could be elected to the
Board by exercise of such cumulative voting power. Such person or persons (each
a "Xxxx Designee") shall be designated in a writing signed by the holders of a
majority of the shares held by the Xxxx Group, or, in the event that no such
Xxxx Designee shall be so designated, shall be the Xxxx Designee or Xxxx
Designees then serving on the Board.
3. Appointment of Xxxx Designee to Board Committees. The Company agrees to
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cause, effective as of the Effective Time (as defined in the Merger Agreement),
one of the Xxxx designees to the Board to be appointed as one of the initial
members of each of the following committees of the Board: (a) the Audit
Committee (Xx. Xxxxx X. Xxxxxx as Chairman), (b) the Executive Committee, (c)
the Nominating Committee and (d) the Compensation Committee.
4. Effect of Termination of the Merger Agreement. Anything herein to the
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contrary notwithstanding, this Agreement shall immediately become void, and the
Voting Agreement shall remain in full force and effect, in the event that the
transactions contemplated by the Merger Agreement are terminated or abandoned in
accordance with the terms thereof.
5. Entire Agreement. This Agreement contains the entire agreement and
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supersedes all prior agreements and understandings, written or oral, of the
parties hereto with respect to the subject matter hereof.
6. Governing Law. This Agreement shall be governed by and construed in
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accordance with the laws of the State of Delaware, without giving effect to the
conflict of law provisions thereof.
7. Counterparts. This Agreement may be executed in any number of
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counterparts, each of which shall be deemed an original but all of which shall
constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first above written.
XXXX COAL CORPORATION
By: /s/ Xxxxx X. Xxxxxx
Xxxxx X. Xxxxxx, President
XXXXX-XXXX CORPORATION
By: /s/ Xxxxx X. Xxxx
Xxxxx X. Xxxx, President
XXXX XXXX-XXXXXXXX TRUST -
XX X. XXXX, XX.
By: /s/ Xxxxxxxx Xxxx Xxxx
Xxxxxxxx Xxxx Hill, Trustee
By: /s/ Xxx Xxxx, Trustee
Xxx Xxxx, Trustee
By: /s/ Xxxxx X. Xxxxxx, Trustee
Xxxxx X. Xxxxxx, Trustee
XXXX XXXX-XXXXXXXX TRUST -
XXXXXX XXXX HILL
By: /s/ Xxxxxxxx Xxxx Xxxx, Trustee
Xxxxxxxx Xxxx Hill, Trustee
By: /s/ Xxx Xxxx, Trustee
Xxx Xxxx, Trustee
By: /s/ Xxxxx X. Xxxxxx, Trustee
Xxxxx X. Xxxxxx, Trustee
XXXX XXXX-XXXXXXXX TRUST -
XXXX XXXX
By: /s/ Xxxxxxxx Xxxx Xxxx, Trustee
Xxxxxxxx Xxxx Hill, Trustee
By: /s/ Xxx Xxxx, Trustee
Xxx Xxxx, Trustee
By: /s/ Xxxxx X. Xxxxxx, Trustee
Xxxxx X. Xxxxxx, Trustee
XXXX XXXX-XXXXXXX TRUST -
XXXXXXX X. XXXX
By: /s/ Xxxxxx X. Xxxxx, Trustee
Xxxxxx X. Xxxxx, Trustee
By: /s/ Gage X. Xxxxxxxx, Xx., Trustee
Gage X. Xxxxxxxx, Xx., Trustee
XXXX XXXX-XXXXXXX TRUST -
XXXXXXX X. XXXX
By: /s/ Xxxxxx X. Xxxxx, Trustee
Xxxxxx X. Xxxxx, Trustee
By: /s/ Gage X. Xxxxxxxx, Xx., Trustee
Gage X. Xxxxxxxx, Xx., Trustee
XXXX XXXX-XXXXXXX TRUST -
XXXX X. XXXX
By: /s/ Xxxxxx X. Xxxxx, Trustee
Xxxxxx X. Xxxxx, Trustee
By: /s/ Gage X. Xxxxxxxx, Xx., Trustee
Gage X. Xxxxxxxx, Xx., Trustee
XXXX XXXX-XXXXXXX TRUST -
XXXXX X. XXXX
By: /s/ Xxxxxx X. Xxxxx, Trustee
Xxxxxx X. Xxxxx, Trustee
By: /s/ Gage X. Xxxxxxxx, Xx., Trustee
Gage X. Xxxxxxxx, Xx., Trustee
XXXX XXXX-XXXXXXX TRUST -
XXXXX X. XXXX
By: /s/ Xxxxxx X. Xxxxx, Trustee
Xxxxxx X. Xxxxx, Trustee
By: /s/ Gage X. Xxxxxxxx, Xx., Trustee
Gage X. Xxxxxxxx, Xx., Trustee
ASHLAND INC.
By: /s/ Xxxxxx X. Xxxxxxx
Name: Xxxxxx X. Xxxxxxx
Title: Senior Vice President, General
Counsel and Secretary
ARCH MINERAL CORPORATION
By: /s/ Xxxxxx X. Xxxxx
SCHEDULE I
Xxxx Xxxx-Xxxxxxxx Trust - Xx X. Xxxx, Xx.
Xxxx Xxxx-Xxxxxxxx Trust - Xxxxxx Xxxx Hill
Xxxx Xxxx-Xxxxxxxx Trust - Xxxx Xxxx
Xxxx Xxxx-Xxxxxxx Trust - Xxxxxxx X. Xxxx
Xxxx Xxxx-Xxxxxxx Trust - Xxxxxxx X. Xxxx
Xxxx Xxxx-Xxxxxxx Trust - Xxxx X. Xxxx
Xxxx Xxxx-Xxxxxxx Trust - Xxxxx X. Xxxx
Xxxx Xxxx-Xxxxxxx Trust - Xxxxx X. Xxxx
SCHEDULE II
Rosewood Resources, Inc.
Xxxx Xxxx - Xxxxxxxx Trust - Xxxx Xxxxxx Sands
Xxxx Xxxx - Xxxxxxxx Trust - Xxxxx Xxxxx Xxxxx
Xxxx Xxxx - Xxxxxxxx Trust - Xxxxxxx X. Xxxxx
Xxxx Xxxx - Xxxxxxxx Trust - Xxxxxx Xxxxx
Xxxx Xxxx - Xxxxxxxx Trust - Xxxxxxx Xxxxx Xxxxx
Xxxxxx Xxxxxx Xxxx Trust Estate
Xxxx Xxxx - Xxxxxx Trust - Houston X. Xxxx
Xxxx Xxxx - Xxxxxx Trust - Xxxxxxxxx X. Xxxx
Xxxx Xxxx - Xxxxxx Trust - Xxxxx X. Xxxx
Xxxxx Xxxx Trust Estate
Xxxx Xxxx - Xxxxx Trust - Xxxxx Xxxx
Xxxx Xxxx - Xxxxx Trust - Xxxxx Xxxx, Jr.
Xxxx Xxxx - Xxxxx Trust - Xxxxx X. Xxxx
Xxxx Xxxx - Xxxxx Trust - Xxxxxx X. Xxxx
Xxxx Xxxx - Xxxxx Trust - Xxxxxx X. Xxxx
