MASTER CONTRIBUTION AGREEMENT

Exhibit 2.1

Dated as of October 7, 2005

Arch Coal, Inc.

ArcLight Energy Partners Fund I, L.P.

Timothy Elliott

Magnum Coal Company

TABLE OF CONTENTS

MASTER CONTRIBUTION AGREEMENT

THIS MASTER CONTRIBUTION AGREEMENT (this “ Agreement ”) is made and entered into on the 7th day of October, 2005, by and among Arch Coal, Inc., a Delaware corporation (“ Arch ”), ArcLight Energy Partners Fund I, L.P., a Delaware limited partnership (“ ArcLight ”), Mr. Timothy Elliott, (“ Elliott ” and, together with ArcLight, the “ Trout Contributors ”), and Magnum Coal Company, a Delaware corporation (the “ Company ”).

RECITALS

WHEREAS, the Company has been formed pursuant to the General Corporation Law of the State of Delaware for the purpose of, among other things, acquiring, owning and operating certain assets of Arch and of the Trout Contributors used in the business of owning and managing coal properties;

WHEREAS, in furtherance of accomplishing the objectives and purposes set forth in the preceding recital, the following actions will be taken on or prior to the Closing Date (together with all related actions, the “ Arch Reorganization Transactions ”):

WHEREAS, in furtherance of accomplishing the objectives and purposes set forth in the first recital, the following actions will be taken on or prior to the Closing Date (together with all related actions, the “ Trout Reorganization Transactions ”):

1. The Trout Contributors will form Trout II (as defined below), to which the Trout Contributors will cause to be contributed all of the membership interests in Dakota (as defined below), Viper LLC, and Day LLC, each a West Virginia limited liability company, in exchange for all the membership interests in Trout II.

2. Infinity (as defined below) shall acquire from Elliott all of the membership interests in the following entities: Highwall Mining LLC, IO Coal LLC, Thunderhill Coal LLC, Speed Mining LLC, Pond Fork Processing LLC, Coal Clean, LLC and Weatherby LLC, each a West Virginia limited liability company.

3. The ArcLight Subordinated Notes will be converted to equity in Trout I and Trout Coal Holdings II, LLC, a Delaware limited liability company.

4. Glock Mining LLC will be dissolved.

WHEREAS, subject to the conditions contemplated in this Agreement, on the Closing Date, each of the following shall occur:

NOW, THEREFORE, in consideration of their mutual undertakings and agreements hereunder, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Agreement undertake and agree as follows:

ARTICLE I
Definitions; Interpretation; Schedules

     1.1 Definitions .

          The following capitalized terms have the meanings given below:

           “A.T. Massey Coal Company Case” means the case of A.T. Massey Coal Company, et al. v. JO ANNE B. BARNHART, COMMISSIONER OF SOCIAL SECURITY, et al., pending in the USDC, D. Maryland., Civil No.: RDB 03-3389.

           “Actions or Proceedings” means any action, suit, proceeding, arbitration or Governmental or Regulatory Authority investigation or audit.

           “Affiliate” means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, controls, is controlled by or is under common control with the Person specified (and for this purpose, the term “control” means the power to direct the management and policies of such Person (directly or indirectly), whether through ownership of voting securities, by Contract or otherwise (and the terms “controlling” and “controlled” have meanings correlative to the foregoing).

           “Agreement” has the meaning assigned to such term in the preamble.

           “Allegheny” means Allegheny Land Company, a Delaware corporation.

           “Apogee” means Apogee Coal Company, LLC, a Delaware limited liability company and its predecessor, Apogee Coal Company, Inc., a Delaware corporation.

           “Apogee Properties” means the properties identified as being owned, leased or subleased by any Arch Company on the map attached hereto as Exhibit A and the facilities located thereon and the equipment the book value of which is in excess of $100,000 identified as being owned, leased or subleased by Apogee on Schedule 1.1(a).

           “Apogee VEBA” has the meaning assigned to such term in the preamble.

           “Arch” has the meaning assigned to such term in the preamble.

           “Arch Benefit Plan” has the meaning assigned to such term in Section 4.2.14.

           “Arch Coal Sales” means Arch Coal Sales Company, Inc., a Delaware corporation.

           “Arch Companies” means Catenary, Hobet, Apogee, Robin Land and TC Sales.

           “Arch Credit Agreement” means the credit agreement between Arch, PNC Bank, National Association, as administrative agent, Citicorp USA, Inc., JPMorgan Chase Bank, N.A. and Wachovia Bank, National Association, as co-syndication agents, and Fleet National Bank as

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documentation agent and various lenders, dated December 22, 2004 in relation to a $700 million revolving credit facility.

           “Arch Equity Interests” means 100% of the membership interests of each of Robin Land, TC Sales, Catenary, Apogee and Hobet.

           “Arch ERISA Entities” has the meaning assigned to such term in Section 4.2.14.

           “Arch Guarantees” has the meaning assigned to such term in Section 8.1.

           “Arch Holding Companies” means each of the holding companies that will be formed prior to the Closing as parent companies of Apogee Coal Company, Inc., Catenary Coal Company, and Hobet Mining, Inc., each of which will be a Delaware corporation and a direct or indirect wholly-owned Subsidiary of Arch.

           “Arch Material Adverse Effect” means a material adverse effect on the performance, operations, business, property, assets, liabilities, or condition (financial or otherwise) of the Arch Companies taken as a whole; provided that the term “Arch Material Adverse Effect” shall exclude any effect (a) resulting from changes in general United States economic and political conditions (including changes in commodity prices, interest rates and/or currency exchange rates), or applicable Law and generally accepted accounting principles that do not disproportionately affect the Arch Companies, or (b) resulting from changes affecting companies in the United States coal mining industry generally, in each case, that do not disproportionately affect the Arch Companies.

           “Arch Mine Properties” means the mines located on the Apogee Properties, the Catenary Properties and the Hobet Properties.

           “Arch Reorganization Transactions” has the meaning assigned to such term in the preamble to this Agreement.

           “Arch Taxes” has the meaning assigned to such term in Section 11.2.

           “Arch Unaudited Financial Statements” has the meaning assigned to such term set forth in Section 4.2.8 (b).

           “Arch VEBA Contributions” means the aggregate contributions made by Hobet Mining, Inc. and Apogee Coal Company, or their successor entities, to the Hobet VEBA and the Apogee VEBA, respectively.

           “ArcLight” has the meaning assigned to such term in the preamble.

           “ArcLight Subordinated Notes” means (a) the Third Amended and Restated Subordinated Promissory Note, dated September 29, 2005, issued by Trout to ArcLight, in a principal amount of $83,035,646.69 and (b) the Subordinated Promissory Note dated July 3, 2003 in a principal amount of $14,092,437.00 issued by Trout II in favor of ArcLight.

           “Ark Land” means Ark Land Company, a Delaware corporation.

           “Assets and Properties” of any Person, means all assets and properties of every kind, nature, character and description (whether real, personal or mixed, whether tangible or intangible, whether absolute, accrued, contingent, fixed or otherwise and wherever situated), including the goodwill related thereto, owned, leased or subleased by such Person, including without limitation cash, cash equivalents, Investment Assets, accounts and notes receivable, chattel paper, documents, instruments, general intangibles, Licenses, real estate, equipment, inventory, goods and Intellectual Property.

           “Audited Financial Statement Date” means, as to any Person, the last day of the most recent fiscal year of such for which audited financial statements are delivered pursuant to this Agreement.

           “Benefits Covered Employee” means any former employee of one of Arch of Kentucky, Arch of Alabama, Sharples Coal Company, Zapata Coal Company, Arch of Illinois, Arch on the Green, Old Hickory Coal Company or Dal-Tex Coal Company who (1) by virtue of their employment by one of the foregoing entities under the NBCWA or its predecessor agreements is, or becomes entitled to receive retiree medical benefits, or (2) is a former salaried employee of one of the foregoing entities who is currently receiving retiree medical benefits by virtue of that employment.

           “Blue Creek Lease” means the Lease Agreement and Option to Purchase to be entered into between Ark Land and Robin Land, in substantially the forms attached as Exhibits B and C.

           “Bonds” means all cash (or cash equivalent) and surety bonds posted by or for the benefit of any of the Arch Companies to secure the performance of their respective reclamation or other obligations pursuant to, in connection with or as a condition of the licenses held by any of them.

           “Books and Records” means, with respect to each Arch Company or Trout Company, as applicable, all files, documents, instruments, papers, books and records pertaining thereto, including without limitation financial statements, Tax Returns and related work papers and letters from accountants, budgets, pricing guidelines, ledgers, journals, deeds, title policies, minute books, stock certificates and books, stock transfer ledgers, Contracts, Licenses, customer lists, computer files and programs, retrieval programs, operating data and plans and environmental studies and plans.

           “Capital Lease” means, as applied to any Person, any lease of property, whether real, personal or mixed by that Person as lessee which, in conformity with GAAP, is or should be accounted for as a capital lease on the balance sheet of that Person.

           “Cash Balance” has the meaning assigned to such term in Section 6.2(k).

           “Catenary” means Catenary Coal Company, LLC, a Delaware limited liability company and its predecessor, Catenary Coal Company, a Delaware corporation.

           “Catenary Properties” means the properties identified as being owned, leased or subleased by any Arch Company on the map attached hereto as Exhibit D and the facilities

located thereon and the equipment the book value of which is in excess of $100,000 identified as being owned, leased or subleased by Catenary on Schedule 1.1(b).

           “CERCLA” means the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, and the rules and regulations promulgated thereunder.

           “CERCLIS” means the Comprehensive Environmental Response and Liability Information System, as provided for by 40 C.F.R. §300.5.

           “Closing” has the meaning assigned to such term in Section 5.1.

           “Closing Date” means the date on which all of the conditions set forth in Article V shall have been completed.

           “Coal Act” means the Coal Industry Retiree Health Benefit Act of 1992, 26 U.S.C. §§9701, et seq.

           “Coal Act Benefits” means any and all liabilities of the Company with respect to the Benefits Covered Employees under the Coal Act.

           “Code” means the Internal Revenue Code of 1986, as amended, and the rules and regulations promulgated thereunder.

           “Common Stock” has the meaning assigned to such term in Section 4.1.

           “Company” has the meaning assigned to such term in the preamble.

           “Company Material Adverse Effect” means a material adverse effect on the performance, operations, business, property, assets, liabilities, or condition (financial or otherwise) of the Company and its Subsidiaries taken as a whole; provided that the term “Company Material Adverse Effect” shall exclude any effect (a) resulting from changes in general United States economic and political conditions (including changes in commodity prices, interest rates and/or currency exchange rates), or applicable Law and generally accepted accounting principles that do not disproportionately affect the Company and its Subsidiaries, or (b) resulting from changes affecting companies in the United States coal mining industry generally, in each case, that do not disproportionately affect the Company and its Subsidiaries.

           “Confidentiality Agreement” means the Agreement of Confidentiality entered into on the 21 ^st day of January, 2005 by and between Arch and ArcLight Capital Holdings, LLC.

           “Contract” means any agreement, lease, sublease, license, deed of trust, evidence of Indebtedness, mortgage, indenture, security agreement or other contract (whether written or oral).

           “Contributors” means Arch and the Trout Contributors.

           “Conveyed Equity Interests” means the Arch Equity Interests and the Trout Equity Interests.

           “Conveying Documents” means every deed, bill of sale, security or other conveyance document executed in connection with the transactions contemplated by this Agreement.

           “Covered Employee” has the meaning assigned to such term in Section 6.3.

           “Dakota” means Dakota LLC, a West Virginia limited liability company.

           “Dakota Debt” has the meaning assigned to such term in Section 2.1.

           “Damages” has the meaning assigned to such term in Section 10.3.

           “Elliott” has the meaning assigned to such term in the preamble.

           “Employee Benefits” means the Coal Act Benefits and the Workers’ Compensation Benefits.

           “Environmental Claim” means, with respect to any Person, any written notice, claim, demand or other communication (collectively, a “claim" ) by any other Person alleging or asserting such Person’s liability for investigatory costs, cleanup costs, Governmental or Regulatory Authority response costs, damages to natural resources or other property, personal injuries, fines or penalties arising out of, based on or resulting from (a) the presence, or Release into the environment, of any Hazardous Material at any location, whether or not owned by such Person, or (b) circumstances forming the basis of any violation, or alleged violation, of any Environmental Law. The term “Environmental Claim” shall include, without limitation, any claim by any Governmental or Regulatory Authority for enforcement, cleanup, removal, response, remedial or other actions or damages pursuant to any applicable Environmental Law, and any claim by any third party seeking damages, contribution, indemnification, cost recovery, compensation or injunctive relief resulting from the presence of Hazardous Materials or arising from alleged injury or threat of injury to health, safety or the environment.

           “Environmental Law” means any Law or Order relating to the regulation or protection of human health, safety or the environment (including Surface Mining Control and Reclamation Act of 1977, as amended (or any comparable state statute)) or to emissions, discharges, releases or threatened releases of pollutants, contaminants, chemicals or industrial, toxic or hazardous substances or wastes into the environment (including, without limitation, ambient air, soil, surface water, ground water, wetlands, land or subsurface strata), or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of pollutants, contaminants, chemicals or industrial, toxic or hazardous substances or wastes.

           “ERISA” means the Employee Retirement Income Security Act of 1974, as amended, and the rules and regulations promulgated thereunder.

           “ERISA Affiliate” means each member of a controlled group (as defined in ERISA Section 4001(a)(14)(A)) of which an entity is a member and which is under common control (within the meaning of ERISA Section 4001(a)(14)(B) and the regulations thereunder) with such entity.

           “Execution Date” means the date by which the last party hereto has executed this Agreement.

           “Executive Officer” means, as to any Person, any authorized officer of such Person.

           “GAAP” means generally accepted accounting principles in effect in the United States from time to time including, where appropriate, generally accepted auditing standards, including, without limitation, the pronouncements and interpretations of appropriate accountancy administrative bodies, applied on a consistent basis both as to classification of item and amounts.

           “Governmental or Regulatory Authority” means any court, tribunal, arbitrator, authority, agency, commission, official or other instrumentality of the United States, any foreign country or any domestic or foreign state, county, city or other political subdivision.

           “Hazardous Material” means (A) any petroleum or petroleum products, flammable explosives, radioactive materials, asbestos in any form that is or could become friable, urea formaldehyde foam insulation and transformers or other equipment that contain dielectric fluid containing levels of polychlorinated biphenyls (PCBs); (B)  any chemicals or other materials or substances which are now included in the definition of “hazardous substances,” “hazardous wastes,” “hazardous materials,” “extremely hazardous wastes,” “restricted hazardous wastes,” “toxic substances,” “toxic pollutants” or words of similar import under any Environmental Law; and (C) any other chemical or other material or substance, exposure to which is now limited or regulated by any Governmental or Regulatory Authority under any Environmental Law.

           “Hobet” means Hobet Mining, LLC, a Delaware limited liability company and its predecessor, Hobet Mining, Inc. a West Virginia corporation.

           “Hobet Properties” means the properties identified as being owned, leased or subleased by any Arch Company on the map attached hereto as Exhibit E and the facilities located thereon and the equipment the book value of which is in excess of $100,000 identified as being owned, leased or subleased by Hobet on Schedule 1.1(c)

           “Hobet VEBA” has the meaning assigned to that term in the preamble.

           “HSR Act” means Section 7A of the Clayton Act (Title II of the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended) and the rules and regulations promulgated thereunder.

           “Income Taxes” means any Taxes imposed upon or measured by net income or gross income (excluding any Tax based solely on gross receipts) including any interest, penalty or additions thereto.

           “Indebtedness” means and includes, as to any Person, without duplication, (a) obligations for borrowed money which has been incurred in connection with the acquisition of property or assets or for the deferred payment of the cost of construction or improvement thereof or for the deferred purchase price of property (other than current accounts payable), (b)

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obligations secured by a Lien or other charge upon property or assets of such Person, (c) obligations for the deferred purchase price of property created or arising under any conditional sale or other title retention agreement with respect to property acquired notwithstanding the fact that the rights and remedies of the seller, bank or lessor under such agreement in the event of default are limited to repossession or sale of the property (d) obligations (other than obligations under any lease which is not a Capital Lease in accordance with GAAP and obligations in an amount equal to the demand component of any contract providing for usual and customary, utility services, including gas, water, electricity and wastewater treatment services) to purchase any property or services made regardless of whether such property is delivered or such services are performed, except that no obligation shall constitute Indebtedness solely because the contract provides for liquidated damages or reimbursement of expenses following cancellation, (e) all Indebtedness of any other Person guaranteed by such Person, (f) all Capital Leases entered into or assumed, (g) obligations in respect of letters of credit but, only to the extent that, the letter of credit does not support an obligation already included in Indebtedness or which would constitute a current account payable of such Person, (h) all obligations of such Person to purchase securities (or other property) which arise out of or in connection with the sale of the same or substantially similar securities (or property) and (i) all obligations in respect of any hedging agreement.

           “Indemnified Party” has the meaning assigned to such term in Section 10.3 (i).

           “Indemnifying Party” has the meaning assigned to such term in Section 10.3(h).

           “Infinity” means Infinity Coal Sales LLC, a West Virginia limited liability company.

           “Intellectual Property” means all patents and patent rights, trademarks and trademark rights, trade names and trade name rights, service marks and service mark rights, service names and service name rights, brand names, inventions, processes, formulae, copyrights and copyright rights, trade dress, business and product names, logos, slogans, trade secrets, industrial models, processes, designs, methodologies, computer programs (including all source codes) and related documentation, technical information, manufacturing, engineering and technical drawings, know-how and all pending applications for and registrations of patents, trademarks, service marks and copyrights.

           “Investment Assets” means, as to any Person, all debentures, notes and other evidences of Indebtedness, stocks, securities (including rights to purchase and securities convertible into or exchangeable for other securities), interests in joint ventures and general and limited partnerships, mortgage loans and other investment or portfolio assets owned of record or beneficially by such Person and issued by any Person other than such Person (other than trade receivables generated in the ordinary course of business of such Person).

           “IPO” means the initial public offering of the shares of Common Stock of the Company as contemplated in the Registration Statement referred to in Section 5.4(d).

           “Jupiter” means Jupiter Holdings LLC, a West Virginia limited liability company.

           “Knowledge” or “Known” means (a) as to Arch, the actual knowledge of any of the individuals listed on Schedule 1.1(d) and what such individual would reasonably be expected to have known after reasonable inquiry within the scope of such individual’s job responsibilities, (b) as to ArcLight, the actual knowledge of any of the individuals listed on Schedule 1.1(e) and what such individual would reasonably be expected to have known after reasonable inquiry within the scope of such individual’s job responsibilities and (c) as to Elliott, the actual knowledge of Elliott and what Elliott would reasonably be expected to have known after reasonable inquiry within the scope of his job responsibilities.

           “Laws” means any and all laws, statutes, ordinances, rules or regulations promulgated by a Governmental or Regulatory Authority.

           “Liabilities” means all Indebtedness, obligations and other liabilities of a Person (whether absolute, accrued, contingent, fixed or otherwise, or whether due or to become due).

           “Licenses” means all licenses, permits, certificates of authority, authorizations, approvals, registrations, franchises and similar consents granted or issued by any Governmental or Regulatory Authority.

           “Lien” means any mortgage, pledge, assessment, security interest, lease, lien, adverse claim, levy, charge or other encumbrance of any kind, or any conditional sale contract, title retention contract or other contract to give any of the foregoing.

           “Little Creek” means Little Creek LLC, a West Virginia limited liability company.

           “Loss” or “Losses” means any and all damages, fines, fees, penalties, deficiencies, losses and expenses (including without limitation interest (at the rate of interest per annum publicly announced from time to time by Citibank, N.A. as its prime rate in effect at its principal office in New York City plus one percent from the date the Loss occurred through the date of payment in full thereof), court costs, reasonable fees of attorneys, accountants and other experts or other expenses of litigation or other proceedings or of any claim, default or assessment).

           “Master Coal Sales and Services Agreement” means the Master Coal Sales and Services Agreement to be entered into between Arch Coal Sales and TC Sales, in form and substance mutually acceptable to Arch and the Company.

           “Material Books and Records” means the Books and Records identified on Schedule 1.1(f).

           “Mine Properties” means the Arch Mine Properties and the Trout Mine Properties.

           “Multiemployer Plan” means multiemployer pension or benefit plans within the meaning of Section 3(37) of ERISA or Sections 9702(a)(3)(C) or 9712(a)(2)(C) of the Code.

           “NBCWA” means the National Bituminous Coal Wage Agreement of 2002, any amendments thereto, and all documents incorporated by reference therein.

           “NPL” means the National Priorities List under CERCLA.

           “Option” means with respect to any Person means any security, right, subscription, warrant, option, “phantom” stock right or other Contract that gives the right to (i) purchase or otherwise receive or be issued any membership interests of such Person or any security of any kind convertible into or exchangeable or exercisable for any membership interests of such Person or (ii) receive or exercise any benefits or rights similar to any rights enjoyed by or accruing to the holder of membership interests of such Person, including any rights to participate in the equity or income of such Person or to participate in or direct the election of any directors or officers of such Person or the manner in which any membership interests of such Person are voted.

           “Order” means any writ, judgment, decree, cessation order, notice of violation requiring steps to abate a violation, injunction or similar order of any Governmental or Regulatory Authority.

           “Panther” means Panther LLC, a West Virginia limited liability company.

           “PBGC” means the Pension Benefit Guaranty Corporation referred to and defined in ERISA and any successor entity performing similar functions.

           “Permit Assignment and Assumption Agreements” means one or more Permit Assignment and Assumption Agreements in substantially the form of Exhibit G.

           “Permitted Lien” means (a) any Lien for Taxes not yet due or delinquent or being contested in good faith by appropriate proceedings for which adequate reserves have been established in accordance with GAAP, (b) pledges and deposits made in the ordinary course of business in connection with workman’s compensation, unemployment insurance and social security benefits, (c) deposits made in the ordinary course of business securing the performance of bids, trade contracts, leases, statutory obligations, surety, customs and appeal bonds and other obligations of like nature incurred as or incidental to and in the ordinary course of business, (d) any statutory Lien arising in the ordinary course of business by operation of Law with respect to a Liability that is not yet due or delinquent, (e) any imperfection of title or similar Lien, (f) any terms and conditions included in any Contracts relating to the applicable Assets and Properties, (g) easements, zoning restrictions, rights-of-way, encroachments and similar encumbrances on real property imposed by law or arising in the ordinary course of business or which are necessary or desirable in connection with the business or the development thereof and (h) any Lien that would be apparent from a physical inspection of the applicable Assets and Properties; provided (i) that the term “Permitted Lien” shall not include any Lien securing Indebtedness and (ii) in the case of Liens described in clauses (e), (f), (g) and (h) above, such Liens individually or in the aggregate with other such Liens do not materially impair the value of the Assets and Properties subject to such Lien or the use of such Assets and Properties in the conduct of the business of any of the Arch Companies or the Trout Companies as the case may be.

           “ Person” means any natural person, corporation, general partnership, limited partnership, proprietorship, other business organization, trust, union, association or Governmental or Regulatory Authority.

           “Plan” means any employment, bonus, incentive compensation, deferred compensation, pension, profit sharing, retirement, stock purchase, stock option, stock ownership, stock appreciation rights, phantom stock, leave of absence, layoff, vacation, day or dependent care, legal services, cafeteria, life, health, accident, disability, sick pay, workmen’s compensation or other insurance, severance, separation, fringe benefit or other employee benefit plan, practice, policy or arrangement of any kind, whether written or oral, including, but not limited to, any “employee benefit plan” within the meaning of Section 3(3) of ERISA.

           “ Prospectus” means the prospectus included in the Registration Statement, as supplemented by any and all prospectus supplements and as amended by any and all amendments (including post-effective amendments) and including all material incorporated by reference or deemed to be incorporated by reference in such prospectus.

           “ Registration Rights Agreement” means the Registration Rights Agreement to be entered into among the Company, Arch and the Trout Contributor, in form and substance mutually acceptable to the parties hereto.

           " Registration Statement” has the meaning assigned to such term in Section 5.4(d).

           “Release” means any release, spill, emission, leaking, pumping, injection, deposit, disposal, discharge, dispersal, leaching or migration into the indoor or outdoor environment, including, without limitation, the movement of Hazardous Materials through ambient air, soil, surface water, ground water, wetlands, land or subsurface strata.

           “ Remington” means Remington LLC, a West Virginia limited liability company.

           “ Remington Holdings” means Remington Holdings LLC, a West Virginia limited liability company.

           “Retention Agreements” means the retention agreements relating to those employees of Hobet, Apogee and Catenary, a list of whom has been previously provided to the Company by Arch, that remain employees immediately after giving effect to the Closing and under which the aggregate liability to all such employees does not exceed $2,197,871.

           “ Robin Land” means Robin Land Company, LLC, a Delaware limited liability company that will be formed prior to Closing.

           “ Robin Properties” means those properties described on Schedule 1.1(g).

           “ Securities Act” means the Securities Act of 1933, as amended.

           “ Securities Exchange Act” means the Securities Exchange Act of 1934, as amended.

           “ Shared Expenses” means the fees and expenses (if any) of Skadden, Arps, Slate, Meagher & Flom LLP, Latham & Watkins, Ernst & Young, Weir, Russell Reynolds Associates, Global Resources, Lehman Brothers Inc., Citigroup Global Markets Inc. and such other expenses as may be agreed from time to time by the Trout Contributors and Arch.

           “ Specified Arch Affiliates” means Ark Land, Allegheny, Arch Coal Sales and the Arch Holding Companies.

           “ Subsidiary” means, with respect to any Person (the “Parent” ) at any date, any corporation, limited liability company, partnership, association or other entity the accounts of which would be consolidated with those of the parent in the parent’s consolidated financial statements if such financial statements were prepared in accordance with generally accepted accounting principles in the United States as of such date, as well as any other corporation, limited liability company, partnership, association or other entity (a) of which securities or other ownership interests representing more than 50% of the equity or more than 50% of the ordinary voting power or, in the case of a partnership, more than 50% of the general partnership interests are, as of such date, owned, controlled or held, or (b) that is, as of such date, otherwise controlled, by the parent or one or more subsidiaries of the parent or by the parent and one or more subsidiaries of the parent. Unless otherwise specified, “ Subsidiary” includes direct and indirect Subsidiaries.

           “ Tax Benefit” has the meaning assigned to such term set forth in Section 11.2(e).

           “Tax Return” means any return, declaration, report, claim for refund, or information return or statement relating to Taxes, including any such document prepared on a consolidated, combined or unitary basis and also including any schedule or attachment thereto, and including any amendment thereof.

           “Taxes” means all taxes, including all charges, fees, duties, levies or other assessments in the nature of taxes, imposed by any federal, state, local or foreign law or Governmental or Regulatory Authority, including income, gross receipts, excise, property, sales, gain, use, license, custom duty, unemployment, inheritance, corporation, capital stock, transfer, franchise, payroll, withholding, social security, minimum estimated, profit, gift, severance, value added, disability, premium, recapture, credit, occupation, service, leasing, employment, stamp, goods and services, ad valorem, utility, utility users and other taxes, and shall include interest, penalties or additions to tax (whether or not disputed) attributable thereto or attributable to any failure to comply with any requirement regarding Tax Returns.

           “ TC Sales” means TC Sales Company, LLC, a Delaware limited liability company that will be formed prior to Closing.

           “ TC Sales Agreements” means those agreements described on Schedule 1.1(h).

           “ Transaction Documents” has the meaning assigned to such term in Section 5.4(e).

           “Transition Services Agreement means the Transition Services Agreement to be entered into between Arch and the Company covering such matters as described in the term sheet attached as Exhibit  H .

           “Trout I” means Trout Coal Holdings, LLC, a Delaware limited liability company.

           “Trout II” means New Trout Coal Holdings II, LLC, a Delaware limited liability company that will be formed prior to Closing.

           “Trout Benefit Plan” has the meaning assigned to such term in Section 4.3.14.

           “Trout Companies” means Trout I, Trout II, Brook Trout, Remington Holdings and each of the Subsidiaries of Trout II, Brook Trout and Remington Holdings.

           “Trout Contributors” has the meaning assigned to such term in the preamble.

           “Trout Debt” has the meaning assigned to such term in Section 2.1.

           “Trout Equity Interests” has the meaning assigned to such term in Section 2.1.

           “Trout ERISA Entities” has the meaning assigned to such term in Section 4.3.14.

           “Trout Material Adverse Effect” means a material adverse effect on the performance, operations, business, property, assets, liabilities, or condition (financial or otherwise) of the Trout Companies taken as a whole; provided however that the term “Trout Material Adverse Effect” shall exclude any effect (i) resulting from changes in general United States economic and political conditions (including changes in commodity prices, interest rates and/or currency exchange rates), or applicable Law and generally accepted accounting principles that do not disproportionately affect the Trout Companies, or (ii) resulting from changes affecting companies in the United States coal mining industry generally, in each case, that do not disproportionately affect the Trout Companies.

           “Trout Mine Properties” means the mines located on the Trout Properties.

           “Trout Properties” means the properties identified as being owned, leased or subleased by any Trout Company on the maps attached hereto as Exhibits I and J and the facilities located thereon and the equipment the book value of which is in excess of $100,000 identified as being owned, leased or subleased by any Trout Company on Schedule 1.1(i).

           “Trout Reorganization Transactions” has the meaning assigned to such term in the preamble to this Agreement.

           “Trout Taxes” has the meaning assigned to such term in Section 11.2.

           “Trout Unaudited Financial Statements” has the meaning assigned to such term in Section 4.3.8 (b).

           “Unaudited Financial Statement Date” means, as to any Person, June 30, 2005.

           “Underlying Assets” means, as to the Arch Equity Interests, the Assets and Properties of each of the Arch Companies, and, as to the Trout Equity Interests, the Assets and Properties of each of the Trout Companies.

           “Warranty Breach” has the meaning assigned to such term in Section 10.3.

           “Weir” means Weir International Mining Consultants, Inc.

           “Wildcat” means Wildcat LLC, a West Virginia limited liability company.

           “Workers’ Compensation Benefits” has the meaning assigned to such term in Section 10.3(h).

     1.2 Interpretation .

          In this Agreement:

          (a) the definitions of terms herein shall apply equally to the singular and plural forms of the terms defined;

          (b) whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms;

          (c) the words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”;

          (d) the word “will” shall be construed to have the same meaning and effect as the word “shall”;

     (e) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as, from time to time, amended, supplemented, restated or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth therein);

          (f) any reference herein to any Person shall be construed to include such Person’s successors and permitted assigns;

     (g) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof;

     (h) all references herein to Sections and Schedules shall be construed to refer to sections of, and Schedules to, this Agreement unless otherwise indicated; and

          (i) the headings used in this Agreement are for convenience of reference only and are not to affect the construction of or to be taken into consideration in interpreting this Agreement.

     1.3 Schedules and Exhibits .

The Schedules and Exhibits listed in Appendix A are attached hereto. Each of such Schedules and Exhibits constitutes an integral part of this Agreement and is incorporated by reference herein and any reference to this “Agreement” shall include such Schedules and Exhibits.

ARTICLE II
Contributions; Closing

          Upon the terms and subject to the conditions of this Agreement, on the Closing Date, each Contributor agrees to sell, convey, transfer or deliver (or cause the sale, transfer, conveyance or delivery) to the Company, free and clear of all Liens, as follows

     2.1 Contribution by Trout Contributors to the Company of Trout Equity Interests .

          Each Trout Contributor hereby agrees to contribute, transfer and assign to the Company all of its right, title and interest in and to (a) all the membership interests, and all rights relating thereto, in Trout I (collectively for both Trout Contributors, the “ Trout I Equity Interests ”) and (b) all the membership interests, and all rights relating thereto, in Trout II (collectively for both Trout Contributors, the “ Trout II Equity Interests ” and, together with the Trout I Equity Interests, the “ Trout Equity Interests ”), and the Company hereby agrees to accept the Trout Equity Interests, as a capital contribution and in exchange for an assumption by the Company of the debt currently held by Trout I as more particularly described in Schedule 2.1 (the “ Trout Debt ”) and the debt currently held by Dakota as more particularly described in Schedule 2.1 (the “Dakota Debt” ), in exchange for (i) in the case of ArcLight, shares of common stock of the Company, representing 60.9% of the issued and outstanding shares of common stock of the Company immediately following such contribution and (ii) in the case of Elliott, shares of common stock of the Company, representing 1.6% of the issued and outstanding shares of common stock of the Company immediately following such contribution.

     2.2 Contribution by Arch to the Company of Arch Equity Interests .

          Arch hereby agrees to contribute, transfer and assign, and cause the Arch Holding Companies to contribute, transfer and assign, to the Company all of its or their respective right, title and interest in, to and under the membership interests, and all rights relating thereto, of TC Sales, Robin Land, Catenary Coal Company, LLC, Apogee Coal Company, LLC and Hobet Mining, LLC and the Company hereby agrees to accept such membership interests and rights relating thereto, as a capital contribution in exchange, in the aggregate, for shares of common stock of the Company issued to Arch and the Arch Holding Companies (in such amounts as determined by Arch prior to the Closing), representing 37.5% of the issued and outstanding shares of common stock of the Company immediately following such contribution.

ARTICLE III
Assumptions of Certain Liabilities

          Upon the terms and subject to the conditions of this Agreement, the Company agrees on the Closing Date to assume the following obligations:

     3.1 Assumption by the Company of the Trout Debt .

          The Company hereby agrees to assume and agrees to duly and timely pay, perform and discharge the Trout Debt, to the full extent that Trout I and Dakota had been heretofore or would have been in the future obligated to pay, perform and discharge the Trout Debt were it not for the execution and delivery of this Agreement; provided however that said assumption and agreement to duly and timely pay, perform and discharge the Trout Debt shall not (a) increase the obligation of the Company with respect to the Trout Debt beyond that of Trout I and Dakota as of the Closing Date, (b) waive any valid defense that was available to Trout I or Dakota with respect to the Trout Debt or (c) increase any rights or remedies of any third party with respect to the Trout Debt.

ARTICLE IV
Representations and Warranties; Limitations

     4.1 Company Representations .

          The Company represents and warrants to the Contributors:

          (a) On or prior to the Closing, the authorized capital stock of the Company will consist of at least 20,000 shares of common stock, par value $0.01 per share (the “ Common Stock ”) and 5,000 shares of preferred stock, par value $0.01 per share.

          (b) All the outstanding shares of capital stock of the Company have been duly and validly issued and are fully paid and non-assessable, and were issued in accordance with the registration or qualification requirements of the Securities Act and any relevant state securities laws or pursuant to valid exemptions therefrom. Upon issuance, sale and delivery and upon receipt by the Company of the Conveyed Equity Interests as contemplated by this Agreement, the shares of Common Stock to be issued to the Contributors pursuant to Sections 2.1 and 2.2 will be duly authorized, validly issued, fully paid and non-assessable shares of Common Stock of the Company, free of all preemptive or similar rights.

          (c) On the Closing Date, except as described on Schedule 4.1(c), there will be no shares of Common Stock or any other equity security of the Company issuable upon conversion or exchange of any security of the Company outstanding nor will there be any rights, options or warrants outstanding or other agreements to acquire shares of Common Stock nor will the Company be contractually obligated to purchase, redeem or otherwise

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acquire any of its outstanding shares. No stockholder of the Company is entitled to any preemptive or similar rights to subscribe for shares of capital stock of the Company.

          (d) The Company is a corporation duly organized, validly existing and in good standing under the Law of the State of Delaware. The Company has full power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The Company is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction where such qualification is necessary, except for those jurisdictions where failure to be so qualified could not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

          (e) The execution and delivery by the Company of this Agreement, and the performance by the Company of its obligations hereunder, have been duly and validly authorized and no other action on the part of the Company is necessary.

          (f) This Agreement has been duly and validly executed and delivered by the Company and constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms (subject to applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of general application (regardless of whether enforcement is sought in a proceeding in equity or at law)).

          (g) Except as set forth in Schedule 4.1(g), no consent, approval or action of, filing with or notice to any Governmental or Regulatory Authority or any other Person on the part of the Company is required in connection with the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated hereby.

          (h) The execution and delivery by the Company of this Agreement do not, and the performance by it of its obligations under this Agreement and the consummation of the transactions contemplated hereby, will not:

     (i) conflict with or result in a violation or breach of any of the terms, conditions or provisions of the certificate of incorporation or bylaws of the Company;

     (ii) conflict with or result in a violation or breach of any term or provision of any Law or Order applicable to it or its Assets and Properties to the extent that such conflict, violation or breach would reasonably be expected, individually or in the aggregate, to result in a Company Material Adverse Effect; or

     (iii) (A) conflict with or result in a violation or breach of, (B) constitute (with or without notice or lapse of time or both) a default under, (C) require the Company to obtain any consent, approval or action of, make any filing with or give any notice to any Person as a result or under the terms of, (D) result in or

give to any Person any right of termination, cancellation, acceleration or modification in or with respect to, (E) result in or give to any Person any additional rights or entitlement to increased, additional, accelerated or guaranteed payments under, or (F) result in the creation or imposition of any Lien upon the Company or any of its Assets and Properties under, any Contract or License to which the Company is a party or by which any of its Assets and Properties is bound, that in the case of clauses (A), (B) and (C) would reasonably be expected, individually or in the aggregate, to result in a Company Material Adverse Effect.

     4.2 Arch Representations .

          Arch represents and warrants to the Trout Contributors and the Company:

      Capacity; Organization

(b) On the Closing Date, each of the Arch Companies will be a limited liability company duly formed, validly existing and in good standing under the Laws of its jurisdiction of organization.

(c) Each of the Arch Companies is duly qualified to do business as a foreign limited liability company, as applicable, and is in good standing in each jurisdiction where such qualification is necessary, except for those jurisdictions where failure to be so qualified could not, individually or in the aggregate, have an Arch Material Adverse Effect. (i) On or prior to the Execution Date, Arch has delivered to the Trout Contributors true and complete copies of the certificate of incorporation and bylaws of Apogee, Hobet and Catenary as in effect on the date of execution of this Agreement and (ii) on or prior to the Closing Date, Arch will have delivered the certificate of formation and limited liability company agreement or similar agreement of each Arch Company as in effect on the Closing Date.

      Authority

(b) This Agreement has been, and at Closing, each of the other Transaction Documents to which it will be a party will have been, duly and validly executed and delivered by Arch, and upon the execution and delivery by Arch of each, this Agreement, and each of the other Transaction Documents to which it will be a party will constitute, a legal, valid and binding obligation of Arch, enforceable against Arch in accordance with its terms (subject to applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of general application (regardless of whether enforcement is sought in a proceeding in equity or at law)).

      Membership Interests

      Coal Mining Interests and Real Property

(b) Except as set forth in Schedule 4.2.4(b), at the time of Closing the ownership or leasehold rights described in paragraph (a) above will afford the Arch Companies the right to extract and sell coal from the Arch Mine Properties (with respect to leased or subleased property, as to coal covered by such leases or subleases) in a manner consistent with how the Arch Mine Properties are currently being operated and as they were operated during the period covered by the Arch Unaudited Financial Statements. As of Closing, the real property described in said Schedule includes all real estate ownership and leasehold rights necessary to fully pursue all mining and reclamation activities authorized under the Licenses currently held by the Arch Companies.

(c) Each lease or sublease referred to in clause (ii) of paragraph (a) above is a legal, valid and binding agreement, enforceable in accordance with its terms, of an Arch Company and, to the Knowledge of Arch, of each other Person that is a party thereto (subject to applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of general application (regardless of whether enforcement is sought in a proceeding in equity or at law)), and except as set forth in Schedule 4.2.4(c)(1), there is no, and none of Arch, any Arch Company or any of the Specified Arch Affiliates has received notice of any, default (or any condition or event which, after notice or lapse of time or both, would constitute a default) or termination thereunder or in respect thereof. No Arch Company owes any brokerage commissions with respect to any such leased space. The amounts of prepaid royalties and rentals available for recoupment as of June 30, 2005 are listed by lease on Schedule 4.2.4(c)(2).

(d) Arch has delivered to the Trout Contributors prior to the execution of this Agreement true and complete copies in all material respects of (i) all deeds and similar documents, and all amendments thereof, with respect to the real property shown on Schedule 4.2.4(a)(i), and (ii) all leases and subleases (including any amendments and renewal letters) and, to the extent reasonably available, all other documents referred to in clause (i) of this paragraph (d) with respect to the real property shown on Schedule 4.2.4(a)(ii).

(e) Except as disclosed in Schedule 4.2.4(e), no tenant or other party in possession of any of the real properties owned by the Arch Companies, has any right to purchase, or holds any right of first refusal to purchase, such properties.

(f) Except with respect to the real property leased to others set forth in subsection (ii) of Schedule 4.2.4(a), and except as disclosed in Schedule 4.2.4(f), the improvements on the real property identified in subsections (i) and (ii) of Schedule 4.2.4(a) are in good operating condition and in a state of good maintenance and repair, ordinary wear and tear excepted, are adequate and suitable for the purposes for which they are presently being used and there are no condemnation or appropriation proceedings pending or, to the Knowledge of Arch, threatened against any of such real property or the improvements thereon.

      No Conflicts

(a) conflict with or result in a violation or breach of any of the terms, conditions or provisions of the certificate of incorporation or bylaws of Arch or any of the Arch Holding Companies;

(b) subject to obtaining the consents, approvals and actions, making the filings and giving the notices disclosed in Schedule 4.2.5(b), conflict with or result in a violation or breach of any term or provision of any Law or Order applicable to Arch or any Arch Company or any of their respective Assets and Properties to the extent that such conflict, violation or breach would reasonably be expected, individually or in the aggregate, to result in an Arch Material Adverse Effect; or

(c) except as set forth on Schedule 4.2.5(c), (i) conflict with or result in a violation or breach of, (ii) constitute (with or without notice or lapse of time or both) a default under, (iii) require Arch or any Arch Company to obtain any consent, approval or action of, make any filing with or give any notice to any Person as a result or under the terms of, (iv) result in or

give to any Person any right of termination, cancellation, acceleration or modification in or with respect to, (v) result in or give to any Person any additional rights or entitlement to increased, additional, accelerated or guaranteed payments under, or (vi) result in the creation or imposition of any Lien upon any Arch Company or any of its Assets and Properties under, any material Contract to which an Arch Company is a party or by which any of their respective material Assets and Properties are bound, that in the case of clauses (i), (ii) and (iii) would reasonably be expected, individually or in the aggregate, to result in an Arch Material Adverse Effect.

      Governmental Approvals and Filings

      Books and Records

(b) On the Closing Date, no Arch Company will have any of its Material Books and Records recorded, stored, maintained, operated or otherwise wholly or partly dependent upon or held by any means (including any electronic, mechanical or photographic process, whether computerized or not) which (including all means of access thereto and therefrom) are not under the exclusive ownership and direct control of such Arch Company.

      Financial Statements

(a) the actual audited Arch Coal, Inc. Contributed Properties Financial Statements for each of the fiscal years ended December 31, 2002, December 31, 2003 and December 31, 2004, together with a true and complete copy of the report on such audited information by Ernst & Young LLP, and

(b) the actual unaudited Arch Coal, Inc. Contributed Properties Financial Statements for the six month period ended (i) June 30, 2004 and (ii) June

30, 2005 (such financial statements in clause (ii) shall be referred to as the “ Arch Unaudited Financial Statements ”); and

Such financial statements (i) were prepared in accordance with GAAP, consistently applied (except as clearly set forth in the notes thereto); and (ii) fairly present, in all material respects, the financial condition, results of operations and cash flows, and changes in financial position of the Arch Companies as of the dates indicated and for the periods then ended (except, in the case of the unaudited financial statements, for normal year-end adjustments consistent with past practice and which are not, in the aggregate, material).

      Absence of Changes

(a) (i) any increase of more than $5,000,000 in the aggregate salaries, wages or other compensation of officers, employees or consultants of the Arch Companies; (ii) any adoption, entering into or becoming bound by any Plan, employment-related Contract or collective bargaining agreement, or amendment, modification or termination (partial or complete) of any Plan, employment-related Contract or collective bargaining agreement, except to the extent required by applicable Law; or (iii) any entering into an agreement or making of a representation to employees of the Arch Companies or any request or demand by employees of the Arch Companies to provide future increases in benefit levels (or create new benefits) with respect to any Plan, under circumstances which make it reasonable to expect that such increases would be granted or such benefits created;

(b) any declaration, setting aside or payment of any dividend or other distribution in respect of the equity interests of any Arch Company, or any direct or indirect redemption, purchase or other acquisition by any Arch Company of any such equity interests or of any Option with respect to any Arch Company;

(c) any authorization, issuance, sale or other disposition by any Arch Company of any equity interests of or Option with respect to any Arch Company, or any modification or amendment of any right of any holder of any outstanding equity interests of or Option with respect to any Arch Company;

(d) (i) any incurrence by the Arch Companies of Indebtedness in an aggregate amount exceeding $8,000,000 (net of any amounts discharged during such period), or (ii) any voluntary purchase, cancellation, prepayment or complete or partial discharge in advance of a scheduled payment date with respect to, or waiver of any right of any Arch Company under, any Indebtedness of or owing to any Arch Company;

(e) any physical damage, destruction or other casualty loss (whether or not covered by insurance) affecting any of the plant, real or personal property or equipment of any Arch Company in an aggregate amount exceeding $5,000,000;

(f) any material change in (i) any pricing, investment, accounting, financial reporting, inventory, credit, allowance or Tax practice or policy of any Arch Company, (ii) any method of calculating any bad debt, contingency or other reserve of any Arch Company for accounting, financial reporting or Tax purposes, or any change in the fiscal year of any Arch Company;

(g) any write-off or write-down of or any determination to write off or write down any of the Assets and Properties of any Arch Company in an aggregate amount exceeding $5,000,000 other than depreciation in the ordinary course of business of such Arch Company);

(h) any acquisition or disposition of, or incurrence of a Lien other than a Permitted Lien) on, any Assets and Properties of any Arch Company, other than in the ordinary course of business consistent with past practice;

(i) any (i) amendment of the operating agreement of any Arch Company, (ii) recapitalization, reorganization, liquidation or dissolution of any Arch Company or (iii) merger or other business combination involving any Arch Company and any other Person;

(j) other than in the ordinary course of business consistent with past practice, any entering into, amendment, modification, termination (partial or complete) or granting of a waiver under or giving any consent with respect to (i) any Contract that is required to be disclosed in the Schedule 4.2.18(a) or (ii) any License held by any Arch Company;

(k) capital expenditures or commitments for additions to property, plant or equipment of the Arch Companies constituting capital assets in an aggregate amount exceeding $10,000,000;

(l) any commencement or termination by any Arch Company of any line of business;

(m) any transaction by any Arch Company with Arch, and officer, director or Affiliate (other than any Arch Company) of Arch (i) outside the

ordinary course of business consistent with past practice or (ii) other than on an arm’s length basis;

(n) any transaction by any Arch Company involving (i) the sale, lease, transfer or other disposal of any of its Assets and Properties, except for inventory sold in the ordinary course of business, or (ii) the waiver or release of any right of substantial value;

(o) any change in the relations with any Arch Company’s employees, agents, customers or suppliers or with any Governmental or Regulatory Authority or any self-regulatory organizations that would be reasonably likely, individually or in the aggregate, to result in an Arch Material Adverse Effect;

(p) any institution, settlement or agreement to settle any Action or Proceeding involving any Arch Company or any of their respective Assets and Properties, business or operations outside of the ordinary course of business consistent with past practice;

(q) (i) any failure by any Arch Company to replenish its respective inventories and supplies in a normal and customary manner consistent with its prior practice and prudent business practices prevailing in the industry, (ii) any purchase commitment in excess of the normal, ordinary and usual requirements of its business or at any price in excess of the current market price or on terms more onerous than those usual and customary in the industry, or (iii) any change in its selling, pricing, advertising or personnel practices inconsistent with its prior practice and prudent business practices prevailing in the industry;

(r) any change in the banking or safe deposit arrangements of any Arch Company;

(s) any labor union organizing activity, any actual or threatened employee strikes, work stoppages, slow-downs or lock-outs, or any material change in any Arch Company’s relations with such Arch Company’s employees, customers, agents or suppliers or with any Governmental or Regulatory Authority;

(t) any transfer or granting of rights under, or entering into any settlement regarding the breach or infringement of any License or Intellectual Property rights or modified any existing rights with respect thereto;

(u) additional contingent liabilities in an aggregate of $5,000,000 or more;

(v) additional bonding obligations in the aggregate of $5,000,000;

(w) any entering into of a Contract to do or engage in any of the foregoing after the Execution Date;

(x) any other transaction involving or development affecting any Arch Company outside the ordinary course of business consistent with past practice;

(y) any material change in the working capital balance of the Arch Companies in the aggregate; or

(z) any notice from Ernst & Young of (A) any material deficiencies in the design or operation of internal controls that could materially adversely affect the ability of Arch to record, process, summarize and report financial data, or any material weaknesses in internal controls or (B) any fraud, whether or not material, that involves management or other employees who have a significant role in the internal controls of Arch.

      No Undisclosed Liabilities

      Taxes

(a) Each Arch Company has filed all Tax Returns required to be filed by it, and it duly paid in full all Taxes owed by it (whether or not shown on such Tax Returns). All such Tax Returns were complete and correct in all material respects.

(b) Each Arch Company has complied in all material respects with all applicable Laws relating to the withholding of Taxes (including withholding of Taxes pursuant to Sections 1441, 1442, 1446, 3121 and 3406 of the Code or similar provisions under any state or foreign laws), has withheld and timely and properly paid over to the relevant Governmental or Regulatory Authority all amounts required to be

withheld under such laws, and has timely filed all Tax Returns with respect to such withholding.

(c) No election has been filed by or on behalf of any Arch Company to be treated as an association taxable as a corporation for federal income tax purposes (or any similar state, local or foreign tax purposes).

(d) No Arch Company is a party to or bound by, or has any obligation under, any Tax sharing agreement, Tax indemnification agreement or similar contract or arrangement, or has any liability or obligation to any Person as a result of, or pursuant to, any such agreement, contract or arrangement.

(e) There are no outstanding requests, agreements, consents or waivers to extend the statute of limitations applicable to the assessment of any Taxes or deficiencies against any Arch Company or against any consolidated, combined or unitary tax group of which it is or has been a member.

(f) There are no Liens for Taxes (other than Permitted Liens) with respect to any of the Assets or Properties of any Arch Company.

      Legal Proceedings

(b) There are no Orders to which any Arch Company or any of the Assets or Properties owned or used by any Arch Company, is subject.

      Compliance With Laws

(a) each Arch Company is, and at all times since December 31, 2001 has been, in compliance with all existing Laws and Orders now or hereafter applicable to their Assets and Properties, business or operations in all material respects and none of Arch, any Arch Company or any of the Specified Arch Affiliates is or has at any time within the last four years been, or has received any notice that it is or has at any time within the last four years been, in violation of or in default under, in any material respect, any Law or Order applicable to any Arch Company or any of their respective Assets and Properties, business or operations;

(b) neither the ownership nor use of each Arch Company’s Assets and Properties nor the conduct of its business conflicts with any material right of any other Person or violates, or without the giving of notice or the passage of time, or both, will violate, conflict with, or result in a default under any Lien, License, Contract, Law or Order to which such Arch Company is a party or by which it may be bound or affected, except to the extent that such conflict or violation could not reasonably be expected, individually or in the aggregate with other conflicts or violations, to result in an Arch Material Adverse Effect, or any terms or provisions of such Arch Company’s limited liability company agreement or certificate of incorporation and bylaws, as the case may be, as presently in effect.

      Benefit Plans; ERISA

(b) Arch has previously disclosed to the Trout Contributors in writing a true and complete list of all employees and retirees of the Arch Companies who are receiving benefits under the Arch Benefit Plans as of July 27, 2005. Except as disclosed in Schedule 4.2.14(b) with regard to each of the Arch Benefit Plans other than Multiemployer Plans, insofar as any of the following may adversely affect the Arch Companies or the Company, (i) the Arch ERISA Entities have in all respects performed all obligations, whether arising by operation of law or by contract, required to be performed by them in connection with the Arch Benefit Plans and Arch has no Knowledge of any default or violation by any of the parties to the Arch Benefit Plans; (ii) all reports and disclosures relating to the Arch Benefit Plans required to be filed with or furnished to governmental agencies, Arch Benefit Plan participants or Arch Benefit Plan beneficiaries have been filed or furnished in accordance with the applicable legal

requirements in a timely manner and each Arch Benefit Plan has been administered in accordance with its governing document; (iii) each of the Arch Benefit Plans which is intended to be qualified under Section 401 of the Code is identified as such on Schedule 4.2.14(a) and each Arch Benefit Plan which is so identified satisfies the requirements of Section 401 of the Code, has received a favorable determination letter from the Internal Revenue Service regarding such qualified status (or a request for such a determination has been timely filed with the Internal Revenue Service) and has not, since receiving the most recent favorable determination letter, been amended or, to the Knowledge of Arch, operated in a way which would adversely affect such qualified status; (iv) there are no actions, suits or claims pending (other than routine claims for benefits) or, to the Knowledge of Arch, threatened against any of the Arch Benefit Plans; (v) all contributions required to be made to the Arch Benefit Plans pursuant to their terms and provisions have been made; (vi) each of the Arch Benefit Plans which is subject to Title IV of ERISA is identified as such in Schedule 4.2.14(a) and with respect to each such Arch Benefit Plan, there has been no event or condition which represents the material risk of Arch Benefit Plan termination, no accumulated funding deficiency, whether or not waived, within the meaning of Section 302 of ERISA or Section 412 of the Code has been incurred, no reportable event within the meaning of Section 4043 of ERISA has occurred, no notice of intent to terminate such plan has been given under Section 4041 of ERISA, the PBGC has not instituted any proceeding under Section 4042 of ERISA to terminate such Arch Benefit Plans, there has been no termination or partial termination of such plan within the meaning of Section 411(d)(3) of the Code and no liability to the PBGC has been incurred (and to the extent this clause (vi) applies to Sections 4064, 4069 or 4204 of Title IV of ERISA, it is expressly made not only with respect to the Arch Benefit Plans currently maintained but also with respect to any employee benefit plan, program, agreement or arrangement subject to Title IV of ERISA to which contributions were made (or were required to be made) during the preceding four-year period); (vii) none of the Arch Benefit Plans nor any trust created thereunder or with respect thereto has engaged in any “prohibited transaction” or “party in interest transaction” as such terms are defined in Section 4975 of the Code and Section 406 of ERISA which could subject the Arch Companies or the Company to a tax or penalty on prohibited transaction or party in interest transactions pursuant to Section 4975 of the Code or Section 502(i) of ERISA; (viii) none of the Arch Companies or the Specified Arch Affiliates have received any written notice of any matter pending (other than routine qualification determination filings) with respect to any of the Arch Benefit Plans before the Internal Revenue Service, the Department of Labor or the PBGC.

(c) The only Multiemployer Plans to which the Arch ERISA Entities contribute to or have contributed to during the last four calendar years (or is or have been obligated to contribute to) are: United Mine Workers of

America 1974 Pension Plan; United Mine Workers of America 1950 Pension Plan; United Mine Workers of America 1993 Benefit Plan and Trust; United Mine Workers of America Combined Benefit Fund; and the United Mine Workers of America 1992 Benefit Plan. With respect to each such Multiemployer Plan: (i) no event has occurred that would give rise to any withdrawal liability on the part of the Arch ERISA Entities; (ii) none of Arch ERISA Entities (or their predecessors) has received any written notice that such Multiemployer Plan is in “reorganization” (within the meaning of Section 4241 of ERISA), that increased contributions may be required to avoid a reduction in plan benefits or the imposition of an excise tax, or that the Multiemployer Plan is or may become “insolvent” (within the meaning of Section 4241 of ERISA); (iii) none of the Arch ERISA Entities (or their predecessors) has received any written notice that a Multiemployer Plan is a party to any pending merger or asset or liability transfer under Part 2 of Subtitle E of Title IV of ERISA and (iv) none of the Arch ERISA Entitles (or their predecessors) has received any written notice that the PBGC has instituted proceedings against the Multiemployer Plan.

(d) None of the Arch ERISA Entities has been notified of the assessment of, nor have the Arch ERISA Entities incurred, withdrawal liability under Subtitle E of Title IV of ERISA or termination liability under Subtitle D of Title IV of ERISA.

(e) The Arch ERISA Entities have complied in all material respects with the applicable requirements of Section 4980B of the Code, Sections 601-609 of ERISA, or any local Law of similar effect.

(f) None of the Arch Companies, their predecessors, or any related person to either within the meaning of Section 9701(c) of the Code has any current or past unpaid liability under Section 9704 or Section 9712 of the Code.

(g) Except as set forth in Schedule 4.2.14(g), neither the Arch Companies, their predecessors nor any related person to the Arch Companies or their predecessors within the meaning of Section 9701(c) of the Code currently have any liability for premiums or benefits under either Sections 9704, 9711 or 9712 of the Code.

(h) Except as set forth in Schedule 4.2.14(h), each of the Arch Benefit Plans is, and its administration and operation is and has been since inception, in all material respects in compliance with, and no Arch ERISA Entity has received any claim or notice that any such Arch Benefit Plan is not in compliance with, all applicable Laws or Orders and prohibited transactions exemptions, including the requirements of ERISA, the Code, the Age Discrimination in Employment Act, the Equal Pay Act and Title VII of the Civil Rights Act of 1964, and the terms of such Arch Benefit

Plan or any related trust agreement, insurance contract or other funding instrument. No event has occurred, and there exists no condition or set of circumstances in connection with any Arch Benefit Plan, under which the Company or any Arch Company, directly or indirectly (through any indemnification agreement or otherwise), could reasonably be expected to be subject to any risk of material liability under Section 409 of ERISA.

(i) Each Arch Benefit Plan that is intended to afford any Tax benefit to any Arch Company or any other Person complies with the requirements of the applicable provisions of the Code or other Laws required in order to provide such Tax benefit to such Arch Company or such Person. (A) As of the Execution Date, all contributions and other payments required to be made by Arch ERISA Entity or any other Person to any Arch Benefit Plan with respect to any period ending before or at or including the Execution Date have been made or reserves adequate for such contributions or other payments have been or will be set aside therefor in accordance with GAAP; and (B) as of the Closing Date, all contributions and other payments required to be made by Arch ERISA Entity or any other Person to any Arch Benefit Plan with respect to any period ending before or at or including the Closing Date will have been made or reserves adequate for such contributions or other payments have been or will be set aside therefor in accordance with GAAP. There are no material outstanding liabilities of any Arch Benefit Plan other than liabilities for benefits to be paid, in the ordinary course, to participants of such Arch Benefit Plan and their beneficiaries in accordance with the terms of such Arch Benefit Plan.

(j) Neither the execution of this Agreement nor the completion of the transaction contemplated by this Agreement will (i) except as set forth in Schedule 4.2.14(j), result in or cause the establishment, payment, acceleration, vesting, an increase in or funding of a benefit under any Arch Benefit Plan, (ii) result in a violation of the fiduciary duties of Section 404 of ERISA, the prohibited transaction rules of Section 406 of ERISA or Section 4975 of the Code, or (iii) result in a payment that will be nondeductible to the Company or any Arch Company or subject to Tax under Code Section 280G or 4999.

(k) Except as set forth in Schedule 4.2.14(k) or for the Arch Benefit Plans required to be maintained pursuant to the NBCWA, the Coal Act or the memorandum of understanding between the United Mine Workers of America and Apogee covering the Guyan mine, each Arch Company has the right to modify or terminate non-pension benefits to employees, former employees, directors or other Persons (other than benefits required to be provided under Section 601 et seq. of ERISA) under any Arch Benefit Plan without incurring any additional benefit cost.

(l) Complete and correct copies of the following documents have been furnished to the Company and the Trout Contributors prior to the execution of this Agreement:

(m) Except as set forth in Schedule 4.2.14(m), no “leased employees,” as that term is defined in Section 414(n) of the Code, perform services for the Arch ERISA Entities. None of the Arch ERISA Entities has used the services of such leased employees or independent contractors in such a way that they may have become eligible to participate in the Arch Benefit Plans or to an extent that would reasonably be expected to result in the disqualification of any Arch Benefit Plan or the imposition of penalties or excise taxes with respect to the Arch Benefit Plans by the Internal Revenue Service, the Department of Labor, the PBGC or any other Governmental or Regulatory Authority.

(n) Except as set forth on Schedule 4.2.14(n), none of the Arch ERISA Entities has any formal plan or commitment, whether legally binding or not, to create any additional benefit plan or modify or change any existing Arch Benefit Plan that would affect any current or former employee of the Arch Companies (or their predecessors).

(o) Except as set forth in Schedule 4.2.14(o), no Arch Benefit Plan provides benefits, including without limitation death or medical benefits (whether or not insured), with respect to current or former employees of the Arch Companies (or their predecessors) beyond their retirement or other termination of service, other than (i) coverage mandated solely by applicable Law, (ii) death benefits or retirement benefits under any “employee pension benefit plan” as defined in Section 3(2) of ERISA, (iii)

deferred compensation benefits accrued as liabilities on the books of the Arch Companies, or (iv) benefits the full costs of which are borne by the current or former employee or his or her beneficiary.

(p) Except with respect to changes required by applicable Law, there has been no adoption of, amendment to, written interpretation or announcement (whether or not written) relating to, or change in employee participation or coverage under, any Arch Benefit Plan that would increase materially the expense of maintaining such Arch Benefit Plan above the level of the expense incurred in respect thereof shown on the actual audited Arch Coal, Inc. Contributed Properties Financial Statements for the fiscal year ended December 31, 2004.

(q) To the Knowledge of Arch, no representations or communications, oral or written, with respect to the participation, eligibility for benefits, vesting, benefit accrual or coverage under any Arch Benefit Plan have been made that are not in accordance with the terms and conditions of the Arch Benefit Plans.

(r) As of the Closing Date, Arch will have provided duly executed copies of the trust documents and any amendments thereto relating to the Hobet VEBA and the Apogee VEBA, and satisfactory evidence that the contributions required by this Agreement to have been made to each of them have been made.

      Working Capital

      Tangible Personal Property; Investment Assets

(b) No Arch Company owns any Investment Assets.

      Intellectual Property Rights

      Contracts

(i) (A) all Contracts (excluding Arch Benefit Plans) providing for a commitment of employment or consultation services for a specified or unspecified term or otherwise relating to employment or the termination of employment, the name, position and rate of compensation of each Person party to such a Contract and the expiration date of each such Contract; and (B) any written representations, commitments, promises, communications or courses of conduct (excluding Arch Benefit Plans and any such Contracts referred to in clause (A)) involving an obligation of any Arch Company to make payments in any year, other than with respect to salary or incentive compensation payments in the ordinary course of business, to any employee exceeding $100,000 or any group of employees exceeding $5,000,000 in the aggregate;

(ii) all Contracts with any Person containing any provision or covenant prohibiting or limiting the ability of any Arch Company to engage in any business activity or compete with any Person or prohibiting or limiting the ability of any Person to compete with any Arch Company;

(iii) all partnership, joint venture, shareholders’ or other similar Contracts with any Person;

(iv) all Contracts relating to Indebtedness of any Arch Company in excess of $5,000,000;

(v) all Contracts with distributors, service providers, dealers, manufacturer’s representatives, sales agencies or franchisees that involve aggregate annual payments in excess of $5,000,000;

(vi) all Contracts relating to (A) the future disposition or acquisition of any Assets and Properties, other than dispositions or acquisitions in the ordinary course of business consistent with past practice or in connection with the Arch Reorganization Transactions, and (B) any merger or other business combination other than the Arch Reorganization Transactions;

(vii) all Contracts between or among any Arch Company, on the one hand, and Arch or any officer, director or Affiliate (other than any Arch Company) of Arch on the other hand;

(viii) all collective bargaining or similar labor Contracts;

(ix) all Contracts that (A) limit or contain restrictions on the ability of any Arch Company to declare or pay dividends on, to make any other distribution in respect of or to issue or purchase, redeem or otherwise acquire its membership interests, to incur Indebtedness, to incur or suffer to exist any Lien, to purchase or sell any Assets and Properties, to change the lines of business in which it participates or engages or to engage in any business combination or (B) require any Arch Company to maintain specified financial ratios or levels of net worth or other indicia of financial condition;

(x) (A) as of the Execution Date, all coal sales and transportation agreements that will be assigned to TC Sales or will be subject to the Master Coal Sales and Services Agreement; and (B) as of the Closing Date, all coal sales and transportation agreements to which an Arch Company is a party as of such date or which is subject to the Master Coal Sales and Services Agreement; and

(xi) all other Contracts (other than Arch Benefit Plans, leases listed on subsection (ii) of Schedule 4.2.4(a) and the items set forth

on Schedule 4.2.16(a)(1) and insurance policies listed in Schedule 4.2.20) that (A) involve the payment or potential payment, pursuant to the terms of any such Contract, by or to any Arch Company of more than $5,000,000 annually and (B) cannot be terminated within 90 days after giving notice of termination without resulting in any material cost or penalty to any Arch Company.

(b) Each Contract required to be disclosed in Schedule 4.2.18(a) is in full force and effect and constitutes a legal, valid and binding agreement of such Arch Company, enforceable in accordance with its terms enforceable against each in accordance with its terms, (subject to applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of general application (regardless of whether enforcement is sought in a proceeding in equity or at law)), and to the Knowledge of Arch, constitutes a legal, valid and binding agreement, enforceable in accordance with its terms of each other party thereto; and except as disclosed in Schedule 4.2.18(b), none of Arch, any Arch Company, any of the Specified Arch Affiliates or, to the Knowledge of Arch, no other party to such Contract is, or has received notice that it is, in violation or breach of or default under any such Contract (or with notice or lapse of time or both, would be in violation or breach of or default under any such Contract) in any material respect.

      Licenses

(a) each License required to be obtained for the current stage of development of the Arch Mine Properties has been duly obtained and validly issued, is in full force and effect, is final and not subject to appeal and held in the name of an Arch Company and is free from conditions or requirements the compliance with which would, individually or in the aggregate, reasonably be expected to have an Arch Material Adverse Effect;

(b) each License relating to the Arch Mine Properties will be issued in the name of an Arch Company on the Closing Date;

(c) each applicable Arch Company is in compliance with each such License, except to the extent that noncompliance could not be reasonably likely, individually or in the aggregate, to have an Arch Material Adverse Effect;

(d) none of Arch, any of the Arch Companies, or any of the Specified Arch Affiliates has received any notice that it is, in default (or with the giving of notice or lapse of time or both, would be in default) under any such License;

(e) (i) as of the Execution Date, Arch has no actual knowledge of any specific reason that any Licenses that have been applied for but not obtained by the Execution Date, and are required to be obtained within next six months and (ii) as of the Closing Date, except as set forth on Schedule 4.2.19(e)(ii) Arch has no actual knowledge of any specific reason that any Licenses that have been applied for but not obtained by the Closing Date, and are required to be obtained within the six months thereafter, will not be obtained in due course (for purposes of this clause (e), “ actual knowledge ” means the actual knowledge of those individuals included in the definition of Knowledge); and

(f) none of the Arch Companies or, to the Knowledge of Arch, any of the Specified Arch Affiliates, or any corporation, partnership, limited liability company or other entity “owned or controlled” by any of them, has been notified by the Federal Office of Surface Mining or the agency of any state administering the Surface Mining Control and Reclamation Act of 1977, as amended (or any comparable state statute) that it is (a) ineligible to receive additional surface mining permits or other Licenses or (b) under investigation to determine whether its eligibility to receive such permits or other Licenses should be revoked, i.e. , “permit blocked.” As used in this Section 4.33, “owned or controlled” shall be defined as set forth in 30 C.F.R Section 773.5 (2000).

      Insurance

      Affiliate Transactions

      Employees; Labor Relations

(b) No Person who is not treated as an employee of any Arch Company but who provides or performs services to or on behalf of any

Arch Company is (i) a leased employee within the meaning of Section 414(n) of the Code, (ii) employed by a professional employer organization or employee leasing organization, or (iii) required to be treated as a common law employee of any Arch Company under the Code, ERISA or any other applicable Law.

      Environmental Matters

In addition, except as set forth in Schedule 4.2.23 (with paragraph references corresponding to those set forth below) and except for such matters as could not, individually or in the aggregate, be reasonably likely to result in an Arch Material Adverse Effect, to Arch’s Knowledge:

(a) Within the past four years, (i) no Order has been issued, (ii) no Environmental Claim has been filed, (iii) no penalty has been assessed, (iii) to the Knowledge of Arch, no investigation or review is pending or threatened by any Governmental or Regulatory Authority with respect to any alleged failure by any Arch Company to have any License required under applicable Environmental Laws in connection with the conduct of the business or operations of any Arch Company or with respect to any generation, treatment, storage, recycling, transportation, discharge, disposal or Release of any Hazardous Material generated by any Arch Company, (iv) none of Arch, any Arch Company or any Specified Arch Affiliate has received written notice of any such investigation or review, and (v) to the Knowledge of Arch, there are no facts or circumstances in existence which could reasonably be expected to form the basis for any such Order, Environmental Claim, penalty or investigation.

(b) No Arch Company currently owns, operates or leases a treatment, storage or disposal facility requiring a permit under the Resource Conservation and Recovery Act, as amended, or under any other comparable state or local Law; and, without limiting the foregoing, (i) no Arch Company is aware of the existence of, or currently uses, any underground storage tanks located on any property owned, leased or used by an Arch Company; and (ii) in the past four years, there have been no Releases of Hazardous Materials in a reportable quantity under, or in violation of, any Environmental Law into the environment or under any

real property now owned, leased or used by any Arch Company which would be reasonably likely individually or in the aggregate to result in an Arch Material Adverse Effect.

(c) No Arch Company currently transports or arranges for the transportation of any Hazardous Material to any location that any Arch Company has Knowledge is (i) listed on the NPL under CERCLA, (ii) listed for possible inclusion on the NPL by the Environmental Protection Agency in CERCLIS or on any similar state or local list or (iii) the subject of enforcement actions by federal, state or local Governmental or Regulatory Authorities that may lead to Environmental Claims against any Arch Company.

(d) No site or facility currently owned, operated or leased by any Arch Company is listed or to the Knowledge of Arch, proposed for listing on the NPL, CERCLIS or any similar state or local list of sites requiring investigation or clean-up.

(f) No Liens have arisen under or pursuant to any Environmental Law on any site or facility currently owned, operated or leased by any Arch Company, and no federal, state or local Governmental or Regulatory Authority action has been taken in the past four years or, to the Knowledge of Arch, is in process that could subject any such site or facility to such Liens, and no Arch Company would be required to place any notice or restriction relating to the presence of Hazardous Materials at any site or facility owned by it in any deed to the real property on which such site or facility is located.

(g) There have been no environmental investigations, studies, audits, tests, reviews or other analyses conducted outside the ordinary course of business consistent with past practice in the past four years that are in the possession of, any Arch Company in relation to any site or facility now or previously owned, operated or leased by any Arch Company which have not been delivered to the Trout Contributors prior to the execution of this Agreement.

(h) Each of the Arch Companies (i) has carried out all reclamation with respect to their coal mining and processing operations required to date by law and (ii) in the past four years, has received no notice asserting or claiming the existence of seepage, leaks, breakthroughs or other events that could result in harm to health, safety or the environment with respect to any surface impoundment or sealed deep mine.

      Substantial Customers; Material Suppliers

(b) Schedule 4.2.24(b)(1) lists the material suppliers of tires, explosives and diesel. Such items are supplied to Arch, which then supplies them to the Arch Companies. Except as disclosed in Schedule 4.2.24(b)(2), no such supplier has ceased or materially reduced its supplies to Arch since the Unaudited Financial Statement Date, or to the Knowledge of Arch, has threatened to cease or materially reduce such supply after the Execution Date. Except as disclosed in Schedule 4.2.24(b)(3), to the Knowledge of Arch, no such supplier is currently in, or threatened with, bankruptcy or insolvency.

      Bank and Brokerage Accounts

      Directors and Officers; No Powers of Attorney

      Accounts Receivable

from bona fide sales transactions in the ordinary course of business and are payable on ordinary trade terms, (ii) to the Knowledge of Arch, are legal, valid and binding obligations of the respective debtors enforceable in accordance with their terms (subject to applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of general application (regardless of whether enforcement is sought in a proceeding in equity or at law)) and (iii) are not the subject of any Actions or Proceedings brought by or on behalf of any Arch Company.

Inventory

Brokers

Disclosure