Exhibit 4.16

 

FIRST SUPPLEMENTAL INDENTURE

 

This FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of July 5, 2011, among Arch Coal West, LLC, a Delaware limited liability company, International Coal Group, Inc., a Delaware corporation, Bronco Mining Company, Inc., a West Virginia corporation, CoalQuest Development LLC, a Delaware limited liability company, Hawthorne Coal Company, Inc., a West Virginia corporation, Hunter Ridge, Inc., a Delaware corporation, Hunter Ridge Coal Company, a Delaware corporation, Hunter Ridge Holdings, Inc., a Delaware corporation, ICG, Inc., a Delaware corporation, ICG, LLC, a Delaware limited liability company, ICG ADDCAR Systems, LLC, a Delaware limited liability company, ICG Beckley, LLC, a Delaware limited liability company, ICG East Kentucky, LLC, a Delaware limited liability company, ICG Eastern, LLC, a Delaware limited liability company, ICG Eastern Land, LLC, a Delaware limited liability company, ICG Hazard, LLC, a Delaware limited liability company, ICG Hazard Land, LLC, a Delaware limited liability company, ICG Illinois, LLC, a Delaware limited liability company, ICG Knott County, LLC, a Delaware limited liability company, ICG Natural Resources, LLC, a Delaware limited liability company, ICG Tygart Valley, LLC, a Delaware limited liability company, Juliana Mining Company, Inc., a West Virginia corporation, King Knob Coal Co., Inc., a West Virginia corporation, Marine Coal Sales Company, a Delaware corporation, Melrose Coal Company, Inc., a West Virginia corporation, Patriot Mining Company, Inc., a West Virginia corporation, Powell Mountain Energy, LLC, a Delaware limited liability company, Simba Group, Inc., a Delaware corporation, Upshur Property, Inc., a Delaware corporation, Vindex Energy Corporation, a West Virginia corporation, White Wolf Energy, Inc., a Virginia corporation, and Wolf Run Mining Company, a New Jersey corporation (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, 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”); 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.  The Guarantor 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.  THE 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

 

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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]

 

3











 

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 First 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.
    
	
 
    	
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
    
	
 
    	
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.
    
	
 
    	
each   as a Guarantor
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   John T. Drexler
    
	
 
    	
Name:
    	
John   T. Drexler
    
	
 
    	
Title:
    	
Vice   President
    


 

Signature Page to First Supplemental Indenture

 











 

	
 
    	
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.
    
	
 
    	
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 First Supplemental Indenture

 











 

	
 
    	
UMB   BANK NATIONAL ASSOCIATION
    
	
 
    	
as   Trustee
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Victor Zarrilli
    
	
 
    	
Name:
    	
Victor   Zarrilli
    
	
 
    	
Title:
    	
Senior   Vice President
    


 

Signature Page to First Supplemental Indenture