exv10w13



 







Exhibit 10.13




Amendment No. 1 to Master Lease and Sublease Agreement




     This Amendment No. 1 to Master Lease and Sublease Agreement (this “Amendment”),
effective as of December 30, 2005, is by and between Ark Land Company, a Delaware corporation
(“Ark Land”), Ark Land LT, Inc., a Delaware corporation (together with Ark, the “Land
Companies”), Thunder Basin Coal Company, L.L.C., a Delaware limited liability company
(“TBCC”), and Triton Coal Company, LLC, a Delaware limited liability company
(“Triton” and, together with TBCC, the “Operating Companies”).



Recitals




     A. The Land Companies and the Operating Companies are party to that certain Master Lease and
Sublease Agreement, dated effective as of April 1, 2005 (the “Master Lease”).



     B. Pursuant to a School Creek Master Agreement, dated as of December 30, 2005, between West
Roundup Resources, Inc., a Delaware corporation (“WRRI”), TBCC, Ark Land, Triton and
Western Energy Resources, Inc., a Delaware corporation, WRRI and Ark Land agreed to exchange
certain coal reserves specified therein.



     C. The Land Companies and the Operating Companies desire to amend the Master Lease to reflect
the reserve exchange referenced above.



Agreements




     NOW, THEREFORE, for and in consideration of the mutual covenants contained herein, and other
good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the
parties agree as follows:



     1. Schedule A and Exhibit A to the Master Lease are hereby deleted in their entirety and
replaced with Schedule A and Exhibit A hereto, respectively.



     2. The parties hereby ratify, adopt and confirm the Master Lease as amended hereby and
acknowledge that the Master Lease is valid and in full force and effect.



     3. Except as expressly provided herein, this Amendment shall not, nor shall it be construed
to, amend, modify or waive any provision of the Master Lease.



     4. This Amendment may be executed in one or more counterparts, each of which shall be deemed
an original and all of which together shall constitute one amendment.



 









 





     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed effective as
of the date first set forth above.



	 	 	 	 	 	 	 	 	 
	Land Companies:	 	 	 	Ark Land Company	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	/s/ Douglas M. Downing	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Douglas M. Downing	 	 
	 

	 	 	 	 	 	Vice President	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	Ark Land LT, Inc.	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	/s/ Douglas M. Downing	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Douglas M. Downing	 	 
	 

	 	 	 	 	 	Vice President	 	 
	 
	 	 	 	 	 	 	 	 
	Operating Companies:	 	 	 	Thunder Basin Coal Company, L.L.C	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	/s/ Kenneth Cochran	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Kenneth Cochran	 	 
	 

	 	 	 	 	 	President and General Manager	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	Triton Coal Company, LLC	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	/s/ Paul A. Lang	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Paul A. Lang	 	 
	 

	 	 	 	 	 	President	 	 






 









 







SCHEDULE A

TO

1ST AMENDMENT TO MASTER AGREEMENT




Coal Leases




Part 1: Thundercloud Reserves




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Property	 	 	 	 	 	 	 	 	 	 	 	 	 	Base
	 	 	Control	 	 	 	 	 	 	 	 	 	 	 	 	 	Lessor
	Lease	 	No.	 	Date	 	Base Lessor	 	Original Lessee	 	Current Lessee	 	Lease Lands	 	 	 	Royalty
	 
	Federal Coal Lease

	 	BT-120
	 	1/1/99
	 	United States
	 	Ark Land Company
	 	Ark Land
	 	T43N, R70W, 6th PM
	 	 	12.5	%
	WYW-136458

	 	 	 	 	 	of America	 	 	 	Company	 	Section 4:
	 	W/2 of Lots 8, 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	 	 	9, 16 and 17;	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	Section 5:
	 	Lots 5-20;	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	Section 6:
	 	Lots 8-23;	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	Section 7:
	 	Lots 5-7, N/2 of
Lot 8, Lots 9-12,
N/2 and SE/4 of
Lot 13, NE/4 of
Lot 19;	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	Section 8:
	 	Lots 1-16;	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	Section 9:
	 	W/2 of Lots 4, 5
and 12, Lots 13-14.	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	T43N, R71W, 6th PM
	 	 	 	 
	 
	 

	 	 	 	 	 	 	 	 	 	 	 	Section 1:
	 	Lots 5-15, N/2
of Lot 16, Lots
17-19,
SE/4NE/4;	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	Section 12:
	 	Lots 1, NE/4 of
Lot 2.	 	 	 	 






A-1









 






Part 1: Thundercloud Reserves




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Property	 	 	 	 	 	 	 	 	 	 	 	Base
	 	 	Control	 	 	 	 	 	 	 	 	 	 	 	Lessor
	Lease	 	No.	 	Date	 	Base Lessor	 	Original Lessee	 	Current Lessee	 	Lease Lands	 	Royalty
	 
	Federal Coal

Lease

WYW-149156

	 	BT-133
	 	 	 	Jacobs Land &

Livestock Company

(Sublessor)
	 	 	 	Ark Land Company

(Sublessee)
	 	T43N, R70W,
6th PM


That part of the east half of
lots 8, 9, 16 and 17 of
Section 4, which is west of a
line running north-south
along Wyoming State Plane
(East Zone, NAD 1927)
coordinate E470, 536.83,
with an area of 15.07 acres
more or less, and;
	 	 	12.5	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	Federal Coal

Lease

WYW-148123

	 	BT-133
	 	 	 	Jacobs Ranch Coal

Company (Sublessor)
	 	 	 	Ark Land Company

(Sublessee)
	 	That part of the east half of
lots 4, 5 & 12 of Section 9,
which is west of a line
running north-south along
Wyoming State Plane (East
Zone, NAD 1927)
coordinate E470, 536. 83,
with an area of 14.14 acres
more or less.
	 	 	12.5	%






A-2









 






Part 2: Little Thunder Creek Reserves




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Property	 	 	 	 	 	 	 	 	 	 	 	 	 	Base
	 	 	Control	 	 	 	 	 	 	 	 	 	 	 	 	 	Lessor
	Lease	 	No.	 	Date	 	Base Lessor	 	Original Lessee	 	Current Lessee	 	Lease Lands	 	Royalty
	 
	Federal Coal

	 	BT-270
	 	3/1/05
	 	United States
	 	Ark Land LT,
	 	Ark Land LT,
	 	T44N, R71W, 6
th PM
	
	 	12.5	%
	Lease
	 	 	 	 	 	of America	 	Inc.	 	Inc.	 	Section 35:	 	Lots 1-16
	 	 
	WYW-

	 	 	 	 	 	 	 	 	 	 	 	T43N, R71W,
6th PM	 	 	 	 
	150318

	 	 	 	 	 	 	 	 	 	 	 	Section 1:
	 	S/2 of Lot 16;	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	Section 2:
	 	Lots 5-20;	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	Section 11:
	 	Lots 1-16;	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	Section 12:
	 	W/2 and SE/4	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	 	 	of Lot 2, Lots 3-16;	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	Section 13:
	 	Lots 1-16;	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	Section 14:
	 	NW/4NW/4,	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	 	 	Lots 1-15;	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	Section 24:
	 	Lots 1-16;	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	Section 25:
	 	Lots 1-16.	 	 	 	 






A-3









 






Part 3: Triton Reserves




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Property	 	 	 	 	 	 	 	 	 	 	 	 	 	Base
	 	 	Control	 	 	 	 	 	 	 	 	 	 	 	 	 	Lessor
	Lease	 	No.	 	Date	 	Base Lessor	 	Original Lessee	 	Current Lessee	 	Lease Lands	 	Royalty
	 
	Federal Coal
	 	BT-248	 	12/1/66	 	United States of 	 	 	 	Ark Land 	 	T42N, R70W,6th PM
	 	12.5%
	Lease W-71692
	 	 	 	 	 	America	 	 	 	Company	 	Section 2:	 	Lots 17, 18;	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	Section 3:	 	Lots 17-20;	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	Section 10:	 	Lots 1-4; 6-9;	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	Section 11:	 	Lots 1-4, and 8;	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	Section 14:	 	Lots 1,2,6,7,	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	and 8,	 	 
	 
	Federal Coal 
	 	BT-249	 	1/1/98	 	United States of 	 	Triton Coal 	 	  Ark Land 	 	T42N, R70W, 6th PM
	 	12.5%
	Lease WYW-127221
	 	 	 	 	 	America	 	Company, LLC	 	Company	 	Section 4:	 	Lots 5-16, 19 and 20;	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	Section 5:	 	Lots 5-16.	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	Section 32:	 	Lots 9-16;	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	Section 33:	 	Lots 11-14	 	 
	 
	Fee Coal Leases
	 	BT-250-1,	 	Counterpart	 	   William E. Reno et	 	     Peabody Coal 	 	Ark Land 	 	 T42N, R70W, 6thPM
	 	 
	 
	 	2,3,4	 	Leases	 	ux; Dorothy M.	 	Company 	 	Company	 	Section 11:	 	W/2NE/4.	 	 
	 
	 	 	 	(William -	 	Reno, Burton K.	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	12/20/79)	 	Reno, Jr. et ux, and	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	

(Dorthy,
Burton and
Nancy
12/27/79)	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 






A-4









 






SCHEDULE B

TO

1ST AMENDMENT TO MASTER AGREEMENT




Surface Lands




	 	 	 	 	 	 	 
	Owner	 	Property Control No.	 	Lands	 	 
	 
	Ark Land

	 	BT-160
	 	T43N, R71W, 6th PM

	 	 
	Company

	 	 	 	Section 2:
	 	E/2, LESS and EXCEPTING THEREFROM the railroad right of
	 

	 	 	 	 
	 	way (See Deed recorded in Book 370/Page 381, Campbell
	 

	 	 	 	 	 	County, Wyoming):
	 

	 	 	 	Section 14:
	 	W/2, LESS and EXCEPTING THEREFROM the
railroad right of way (See Deed recorded in Book
435/Page 434, Campbell County, Wyoming);
	 

	 	 	 	Section 15:
	 	E/2.
	 
	 	 	 	 	 	 
	 

	 	 	 	T44N, R71W, 6th PM
	 	 
	 

	 	 	 	Section 25:
	 	SW/4.
	 

	 	 	 	Section 35:
	 	All, LESS and EXCEPTING THEREFROM the railroad
	 

	 	 	 	 	 	right of way (See Deed recorded in Book 370/Page 381,
	 

	 	 	 	 	 	Campbell County, Wyoming).
	 
	Ark Land

	 	BT-187
	 	T43N, R71W, 6th PM
	 	 
	Company

	 	 	 	Section 11:
	 	Lots 1, 2, 7, 8, 9, 10, 15 & 16 (fka E/2).
	 
	Ark Land

	 	BT-143
	 	T43N, R71W, 6th PM
	 	 
	Company

	 	 	 	Section 1:
	 	Lots 5, 6, 7, 8, 9, 10, 11, SE/4NE/4, Lots 14, 15, 16,
	 

	 	 	 	 	 	17 (fka N/2, SW/4), LESS and EXCEPTING THEREFROM the
	 

	 	 	 	 	 	railroad right of way (See Deed recorded in Book
	 

	 	 	 	 	 	366/Page 299, Campbell County, Wyoming);
	 

	 	 	 	Section 12:
	 	Lots 3, 4, 5, 6
(fka NW/4), LESS and EXCEPTING THEREFROM the railroad
right of way (See Deed recorded in Book 370/Page 396,
Campbell County, Wyoming).
	 
	Ark Land

	 	BT-271
	 	T43N, R71W, 6th PM
	 	 
	Company
	 	 	 	Section 3:	 	ALL;
	 
	 	 	 	 	 	 
	 

	 	 	 	Section 10:
	 	W/2;
	 
	Ark Land

	 	BT-271
	 	T44N, R71W, 6th
PM

	Company

	 	 	 	Section 34: 	 	Lot 9, 10, 15 and 16 (fka SE/4) 





 

B-1










 








SCHEDULE C

TO

1ST AMENDMENT TO MASTER AGREEMENT




Prior Lease Agreements




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Property	 	 	 	 	 	 	 	 	 	 
	Agreement	 	Control No.	 	Date	 	Lessor	 	Lessee	 	Lands	 	 
	Amended and Restated
	 	BT-121-1	 	1/18/02	 	Arch Western 	 	Thunder Basin Coal 	 	T44N, R71W, 6th PM
	 Lease and Sublease

	 	 	 	 	 	Resources, LLC	 	Company,
L.L.C.	 	Section 36:  All.
	(State Lease)

	 	 	 	 	 	 	 	 	 	 

	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Amended and Restated
Lease and Sublease
	 	BT-121	 	1/18/02
	 	Ark Land Company	 	Thunder Basin Coal Company,
L.L.C.	 	WYW-136458
	(Federal Leases)	 		 		 		 		 	
	 	 	 	 	 	 	 	 	 	 	T43N, R70W, 6th PM
	 

	 	 	 	 	 	 	 	 	 	Section 4:
	 	W/2 of Lots 8, 9, 16 and
17;
	 

	 	 	 	 	 	 	 	 	 	Section 5:
	 	Lots 5-20;
	 

	 	 	 	 	 	 	 	 	 	Section 6:
	 	Lots 8-23;
	 

	 	 	 	 	 	 	 	 	 	Section 7:
	 	Lots 5-7, N/2 of Lot 8,
Lots 9-12, N/2 and SE/4 of Lot 13, NE/4 of
Lot 19;
	 

	 	 	 	 	 	 	 	 	 	Section 8:
	 	Lots 1-16;
	 

	 	 	 	 	 	 	 	 	 	Section 9:
	 	W/2 of Lots 4, 5 and 12, Lots 13-14.
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	T43N, R71W,
6th
PM
 
	 

	 	 	 	 	 	 	 	 	 	Section 1:
	 	Lots 5-15, N/2 of Lot 16,
Lots 17-19, SE/4NE/4;
	 

	 	 	 	 	 	 	 	 	 	Section 12:
	 	Lots 1,
NE/4 of Lot 2.
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	WYW-148123
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	T43N, R70W,
6th
PM
 
	 	 	 	 	 	 	 	 	 	 	That part of the east half of lots






C-1




 









 





	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Property	 	 	 	 	 	 	 	 	 	 
	Agreement	 	Control
No.	 	Date	 	Lessor	 	Lessee
	 	Lands	 	 
	 	 	 	 	 	 	 	 	 	 	8, 9, 16 and 17 of Section 4, which
is west of a line running
north-south along Wyoming
State Plane (East Zone, NAD
1927) coordinate E470, 536.83,
with an area of 15.07 acres
more or less, and;
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	That part of the east half of lots
4, 5 & 12 of Section 9, which is
west of a line running north-
south along Wyoming State
Plane (East Zone, NAD 1927)
coordinate E470, 536.83, with
an area of 14.14 acres more or
less.
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Sublease	 	BT-268	 	8/20/03, as

amended	 	Ark Land Company	 	Thunder Basin Coal
Company, L.L.C. and Triton Coal Company, LLC	 	W-71692

	 	 	 	 	 	 	 	 		 	T42N, R70W, 6th PM
	 

	 	 	 	 	 	 	 	 	 	Section 2:
	 	Lots 17, 18;
	 

	 	 	 	 	 	 	 	 	 	Section 3:
	 	Lots 17-20;
	 

	 	 	 	 	 	 	 	 	 	Section 9:
	 	Lots 9, 10, 15, 16;
	 

	 	 	 	 	 	 	 	 	 	Section 10:
	 	Lots 1-16;
	 

	 	 	 	 	 	 	 	 	 	Section 11:
	 	Lots 1-4, 8, 9,
SW/4 of Lot 10;
	 

	 	 	 	 	 	 	 	 	 	Section 14:
	 	Lots 1-8;
	 

	 	 	 	 	 	 	 	 	 	Section 15:
	 	Lots 1-8.
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	WYW-127221
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	T42N, R70W, 6th PM
	 

	 	 	 	 	 	 	 	 	 	Section4:
	 	Lots 5-16, 19 and
20;
	 

	 	 	 	 	 	 	 	 	 	Section 5:
	 	Lots 5-16.
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	T43N, R70W,
6th
PM
 
	 

	 	 	 	 	 	 	 	 	 	Section 32:
	 	Lots 9-16;
	 

	 	 	 	 	 	 	 	 	 	Section 33:
	 	Lots 11-14.
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	Reno	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	T42N, R70W, 6th PM
	 

	 	 	 	 	 	 	 	 	 	Section 11:
	 	W/2NE/4






C-2