Exhibit 4.9

 

SIXTH SUPPLEMENTAL INDENTURE GOVERNING
 8.750% SENIOR NOTES DUE 2016
 OF ARCH COAL, INC.

 

This SIXTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of October 7, 2011, among Shelby Run Mining Company, LLC, a Delaware limited liability company (the “Guaranteeing Subsidiary”), Arch Coal, Inc., a Delaware corporation (the “Company”), the other Guarantors (as defined in the Indenture referred to below) and U.S. Bank National Association, as trustee under the Indenture referred to below (the “Trustee”).

 

WITNESSETH

 

WHEREAS, the Guaranteeing Subsidiary is a subsidiary of the Company; and

 

WHEREAS, the Company and certain Guarantors have heretofore entered into an Indenture, dated July 31, 2009 (as heretofore supplemented, the “Indenture”), among the Company, such Guarantors and the Trustee, providing for the issuance of 8.750% Senior Notes due 2016 (the “Notes”), the related First Supplemental Indenture, dated February 8, 2010, among the Company, certain Guarantors and the Trustee, the related Second Supplemental Indenture, dated March 12, 2010, among the Company, certain Guarantors and the Trustee; the related Third Supplemental Indenture dated May 7, 2010, among the Company, certain Guarantors and the Trustee; the related Fourth Supplemental Indenture, dated December 15, 2010, among the Company, certain Guarantors and the Trustee; and the related Fifth Supplemental Indenture, dated June 24, 2011, among the Company, certain Guarantors and the Trustee; and

 

WHEREAS, the Indenture provides that the Company shall cause any Person which becomes obligated to Guarantee the Notes, pursuant to the terms of Section 4.13 of the Indenture, to execute a supplemental indenture pursuant to which such Person shall Guarantee the obligations of the Company under 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 Person had been named in the Indenture as a Guarantor; and

 

WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture.

 

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Guaranteeing Subsidiary and the Trustee 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 GUARANTEE.  The Guaranteeing Subsidiary hereby agrees to provide a Guarantee on the terms and subject to the conditions set forth in the Indenture including, but not

 

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limited to, Article Ten thereof.  From and after the date hereof, the Guaranteeing Subsidiary shall be a Guarantor for all purposes under the Indenture and the Notes.

 

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

 

4.  NEW YORK LAW TO GOVERN.  THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

 

5.  COUNTERPARTS.  The parties may sign any number of copies of this Supplemental Indenture.  Each signed copy shall be an original, but all of them together represent the same agreement.

 

6.  EFFECT OF HEADINGS.  The Section headings herein are for convenience only and shall not affect the construction hereof.

 

7.  THE TRUSTEE.  The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiary and the Company.

 

[SIGNATURE PAGES FOLLOW]

 

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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed and attested, all 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
    
	
 
    	
 
    	
 
    
	
 
    	
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.
    
	
 
    	
ARK   LAND COMPANY
    
	
 
    	
ARK   LAND KH, INC.
    
	
 
    	
ARK   LAND LT, INC.
    
	
 
    	
ARK   LAND WR, INC.
    
	
 
    	
ASHLAND   TERMINAL, INC.
    
	
 
    	
BRONCO   MINING COMPANY, INC.
    
	
 
    	
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
    
	
 
    	
each   as a Guarantor
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   John T. Drexler
    
	
 
    	
Name:
    	
John   T. Drexler
    
	
 
    	
Title:
    	
Vice   President
    


 

Signature Page to Sixth Supplemental Indenture

 











 

	
 
    	
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
    
	
 
    	
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   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.
    
	
 
    	
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 Sixth Supplemental Indenture

 











 

	
 
    	
U.S.   BANK NATIONAL ASSOCIATION
    
	
 
    	
as   Trustee
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Rebekah A. Foltz
    
	
 
    	
Name:
    	
Rebekah   A. Foltz
    
	
 
    	
Title:
    	
Vice   President
    


 

Signature Page to Sixth Supplemental Indenture