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EXHIBIT 4.6
Assignment of Right to Maintain a Non-Voting Observer at Meetings of the
Board of Directors of Arch Coal, Inc.
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 (the "Agreement") with
Arch Mineral Corporation, now known as Arch Coal, Inc. ("Arch"), Ashland Coal,
Inc., and Ashland, Inc., giving CIL the right to have a non-voting observer in
attendance at regular and special meetings of the Board of Directors of Arch;
and
WHEREAS, CIL is a wholly owned subsidiary of Carboex, and the two companies are
affiliates; and
WHEREAS, CIL has sold to Carboex on the date hereof 1,640,000 shares of the
common stock of Arch, representing all of the shares of Arch owned by CIL at the
time of sale; and
WHEREAS, by a separate agreement CIL has assigned to Carboex the right CIL
previously enjoyed to choose a Director of Arch, who would be nominated and
elected to the Board of Directors of Arch; and
WHEREAS, the shares sold by CIL to Carboex represent more than 63% of the shares
of the common stock of Arch obtained by CIL upon the merger of Arch and Ashland
Coal, Inc., such amount being sufficient under the terms of the Agreement to
permit CIL to have a non-voting observer present at the regular and special
meetings of the Board of Directors of Arch; and
WHEREAS, CIL and Carboex wish Carboex to succeed to the rights of CIL under the
Agreement in order that Carboex shall have the right to choose directly the
non-voting observer:
NOW, THEREFORE, CIL, irrevocably assigns to Carboex; all of its rights under the
Agreement, and Xxxxxxx accepts as assignee all of the rights provided for in the
Agreement and 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/ Xxxxxxx Xxxxxxxx
Date:
Received:
Arch Coal, Inc.
Carboex, S.A.
by: /s/ Xxxxxx X. Xxxxx by /s/ X. Xxxxxxxxx
Date: 2-2-99 Date:
