EX-4.6 7 a12-13979_1ex4d6.htm EX-4.6

Exhibit 4.6

 

FOURTH SUPPLEMENTAL INDENTURE

 

This FOURTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of July 31, 2012, among Arch Western Acquisition Corporation, a Delaware corporation, Arch Western Bituminous Group, LLC, a Delaware limited liability company, Arch Western Finance, LLC, a Delaware limited liability company, Arch Western Resources, LLC, a Delaware limited liability company, Arch of Wyoming, LLC, a Delaware limited liability company, Canyon Fuel Company, LLC, a Delaware limited liability company, Mountain Coal Company, L.L.C., a Delaware limited liability company, Thunder Basin Coal Company, L.L.C., a Delaware limited liability company, Triton Coal Company, LLC, a Delaware limited liability company (each, a “Guaranteeing Subsidiary” and collectively, the “Guaranteeing Subsidiaries”), Arch Coal, Inc., a Delaware corporation (the “Company”), the other Guarantors (as defined in the Indenture referred to below) and UMB Bank National Association, as trustee under the Indenture referred to below (the “Trustee”).

 

WITNESSETH

 

WHEREAS, the Company, certain of the Guarantors and the Trustee have heretofore entered into an Indenture, dated as of June 14, 2011 (as amended, supplemented, waived or otherwise modified, the “Indenture”), providing for the issuance of the Company’s 7.000% Senior Notes due 2019 (the “2019 Notes”) and the Company’s 7.250% Senior Notes due 2021 (the “2021 Notes” and together with the 2019 Notes, the “Notes”); the related First Supplemental Indenture, dated as of July 5, 2011, among the Company, certain of the Guarantors and the Trustee; the related Second Supplemental Indenture, dated as of October 7, 2011, among the Company, certain of the Guarantors and the Trustee; and the related Third Supplemental Indenture, dated as of July 2, 2012, among the Company, certain of the Guarantors and the Trustee; and

 

WHEREAS, the Indenture provides that the Company shall cause any Restricted Subsidiary which becomes obligated to Guarantee the Notes, pursuant to the terms of Section 4.12 of the Indenture, to execute and deliver a supplemental indenture to the Indenture pursuant to which such Restricted Subsidiary shall Guarantee the obligations of the Company under each series of 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 Restricted Subsidiary had been named in the Indenture as a Guarantor; and

 

WHEREAS, pursuant to Section 9.01 of the Indenture, the Company, the Guarantors and the Trustee are authorized to execute and deliver this Supplemental Indenture, without the consent of any Holder of the Notes.

 

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties 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 BE BOUND.  Each Guaranteeing Subsidiary hereby becomes a party to the Indenture as a Guarantor and as such will have all of the rights and be subject to all of the obligations and agreements of a Guarantor under the Indenture.  Each Guaranteeing Subsidiary agrees to be bound by all of the provisions of the Indenture applicable to a Guarantor, including Article Ten thereof, and to perform all of the obligations and agreements of a Guarantor under the Indenture.

 

3.  GUARANTEE.  Each Guaranteeing Subsidiary hereby agrees, on a joint and several basis with all the existing Guarantors and the other Guaranteeing Subsidiaries, to fully and unconditionally Guarantee to each Holder of the Notes and the Trustee the Obligations pursuant to and as set forth in Article Ten of the Indenture on an unsecured senior basis.

 

4.  NO RECOURSE AGAINST OTHERS.  No past, present or future director, officer, employee, incorporator, stockholder, member, manager or partner of any Guaranteeing Subsidiary, as such, shall have any liability for any obligations of the Company, such 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.

 

5.  NEW YORK LAW TO GOVERN.  THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

 

6.  COUNTERPARTS.  The parties hereto may sign any number of copies of this Supplemental Indenture in counterparts, all of which together shall constitute one and the same agreement.

 

7.  EFFECT OF HEADINGS.  The Section headings in this Supplemental Indenture are for convenience of reference only and shall not be deemed to alter or affect the meaning or interpretation of any provisions hereof.

 

8.  RATIFICATION OF INDENTURE; SUPPLEMENTAL INDENTURES PART OF INDENTURE.  Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect.  This Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby.  The Trustee makes no representation or warranty as to the validity or sufficiency of this Supplemental Indenture or with respect to the recitals contained herein, all of which recitals are made solely by the other parties hereto.

 

[SIGNATURE PAGES FOLLOW]

 

2



 

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first above written.

 

 

SIGNATURES

 

 

 

ARCH COAL, INC.

 

as Issuer

 

 

 

 

 

By:

/s/ John T. Drexler

 

Name:

John T. Drexler

 

Title:

Senior Vice President and
Chief Financial Officer

 

Signature Page to Fourth Supplemental Indenture

 



 

 

ALLEGHENY LAND COMPANY

 

ARCH COAL SALES COMPANY, INC.

 

ARCH COAL TERMINAL, INC.

 

ARCH COAL WEST, LLC

 

ARCH DEVELOPMENT, LLC

 

ARCH ENERGY RESOURCES, LLC

 

ARCH RECLAMATION SERVICES, INC.

 

ARCH WESTERN ACQUISITION CORPORATION

 

ARCH WESTERN ACQUISITION, LLC

 

ARCH WESTERN BITUMINOUS GROUP, LLC

 

ARCH WESTERN FINANCE, LLC

 

ARCH WESTERN RESOURCES, LLC

 

ARCH OF WYOMING, LLC

 

ARK LAND COMPANY

 

ARK LAND KH, INC.

 

ARK LAND LT, INC.

 

ARK LAND WR, INC.

 

ASHLAND TERMINAL, INC.

 

BRONCO MINING COMPANY, INC.

 

CANYON FUEL COMPANY, LLC

 

CATENARY COAL HOLDINGS, INC.

 

COAL-MAC, INC.

 

COALQUEST DEVELOPMENT LLC

 

CUMBERLAND RIVER COAL COMPANY

 

HAWTHORNE COAL COMPANY, INC.

 

HUNTER RIDGE, INC.

 

HUNTER RIDGE COAL COMPANY

 

HUNTER RIDGE HOLDINGS, INC.

 

ICG, INC.

 

ICG, LLC

 

ICG ADDCAR SYSTEMS, LLC

 

ICG BECKLEY, LLC

 

ICG EAST KENTUCKY, LLC

 

ICG EASTERN, LLC

 

ICG EASTERN LAND, LLC

 

ICG HAZARD, LLC

 

ICG HAZARD LAND, LLC

 

each as a Guarantor

 

 

 

 

 

By:

/s/ John T. Drexler

 

Name:

John T. Drexler

 

Title:

Vice President

 

Signature Page to Fourth Supplemental Indenture

 



 

 

ICG ILLINOIS, LLC

 

ICG KNOTT COUNTY, LLC

 

ICG NATURAL RESOURCES, LLC

 

ICG TYGART VALLEY, LLC

 

INTERNATIONAL COAL GROUP, INC.

 

JULIANA MINING COMPANY, INC.

 

KING KNOB COAL CO., INC.

 

LONE MOUNTAIN PROCESSING, INC.

 

MARINE COAL SALES COMPANY

 

MELROSE COAL COMPANY, INC.

 

MINGO LOGAN COAL COMPANY

 

MOUNTAIN COAL COMPANY, L.L.C.

 

MOUNTAIN GEM LAND, INC.

 

MOUNTAIN MINING, INC.

 

MOUNTAINEER LAND COMPANY

 

OTTER CREEK COAL, LLC

 

PATRIOT MINING COMPANY, INC.

 

POWELL MOUNTAIN ENERGY, LLC

 

PRAIRIE HOLDINGS, INC.

 

SHELBY RUN MINING COMPANY, LLC

 

SIMBA GROUP, INC.

 

THUNDER BASIN COAL COMPANY, L.L.C.

 

TRITON COAL COMPANY, LLC

 

UPSHUR PROPERTY, INC.

 

VINDEX ENERGY CORPORATION

 

WESTERN ENERGY RESOURCES, INC.

 

WHITE WOLF ENERGY, INC.

 

WOLF RUN MINING COMPANY

 

each as a Guarantor

 

 

 

 

 

By:

/s/ John T. Drexler

 

Name:

John T. Drexler

 

Title:

Vice President

 

Signature Page to Fourth Supplemental Indenture

 



 

 

UMB BANK NATIONAL ASSOCIATION

 

as Trustee

 

 

 

 

 

By:

/s/ Victor Zarrilli

 

Name:

Victor Zarrilli

 

Title:

Sr. Vice President

 

Signature Page to Fourth Supplemental Indenture