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                                                                     EXHIBIT 1.1

                                                                  EXECUTION COPY



                            ARCH WESTERN FINANCE, LLC

                                  $250,000,000
                          6 3/4% Senior Notes Due 2013

                               Purchase Agreement

                                                              New York, New York
                                                                October 19, 2004


Citigroup Global Markets Inc.
J.P. Morgan Securities Inc.
Morgan Stanley & Co. Incorporated
As Representatives of the Initial Purchasers
c/o Citigroup Global Markets Inc.
388 Greenwich Street
New York, New York  10013

Ladies and Gentlemen:

                  Arch Western Finance, LLC, a limited liability company
organized under the laws of Delaware (the "Issuer"), proposes to issue and sell
to the several parties named in Schedule I hereto (the "Initial Purchasers"),
for whom you (the "Representatives") are acting as representatives, $250,000,000
principal amount of its 6 3/4% Senior Notes Due 2013 (the "Notes"). The Notes
will be fully and unconditionally guaranteed as to the payment of principal,
premium, if any, and interest (the "Guarantees" and together with the Notes,
hereinafter referred to as the "Securities") by Arch Western Resources, LLC, a
limited liability company organized under the laws of Delaware ("Arch Western"),
and each of Arch Western's wholly owned subsidiaries listed in Schedule II
hereto (each a "Subsidiary Guarantor" and collectively the "Subsidiary
Guarantors" and together with Arch Western, hereinafter referred to as the
"Guarantors"). The Securities are to be issued under an indenture, dated as of
June 25, 2003, as supplemented (the "Indenture") among the Issuer, the
Guarantors and the Bank of New York, as trustee (the "Trustee"). The Securities
have the benefit of a registration rights agreement (the "Registration Rights
Agreement"), to be dated the Closing Date (as defined below), among the Issuer,
Arch Coal, Inc., a corporation organized under the laws of Delaware (the
"Company"), the Guarantors and the Initial Purchasers, pursuant to which each of
the Issuer and the Guarantors, jointly and severally, has agreed to register the
Securities under the Act subject to the terms and conditions therein specified.
Pursuant to a pledge agreement (the "Pledge Agreement"), dated as of June 25,
2003, between Arch Western and the Trustee, the obligations of each of the
Issuer and the Guarantors shall be secured by demand promissory notes (the
"Company Notes"), issued by the Company to Arch Western and pledged by Arch
Western to the Trustee as security for the payment of the Notes. The use of the
neuter in this Agreement shall include the feminine and masculine wherever
appropriate. Certain terms used herein are defined in Section 17 hereof.






                  The sale of the Securities to the Initial Purchasers will be
made without registration of the Securities under the Act in reliance upon
exemptions from the registration requirements of the Act.

                  In connection with the sale of the Securities, the Company and
Arch Western have prepared a preliminary offering memorandum, dated October 18,
2004 (as amended or supplemented at the Execution Time, including any and all
exhibits thereto and any information incorporated by reference therein, the
"Preliminary Memorandum"), and a final offering memorandum, dated October 19,
2004 (as amended or supplemented at the Execution Time, including any and all
exhibits thereto and any information incorporated by reference therein, the
"Final Memorandum"). Each of the Preliminary Memorandum and the Final Memorandum
sets forth certain information concerning the Issuer, the Company, the
Guarantors and the Securities. Each of the Issuer, the Company and the
Guarantors hereby confirms that it has authorized the use of the Preliminary
Memorandum and the Final Memorandum, and any amendment or supplement thereto, in
connection with the offer and sale of the Securities by the Initial Purchasers.
Unless stated to the contrary, any reference herein to the terms "amend",
"amendment" or "supplement" with respect to the Final Memorandum shall be deemed
to refer to and include any information filed under the Exchange Act subsequent
to the Execution Time which is incorporated by reference therein.

                  1. Representations and Warranties. Each of the Issuer, the
Company and the Guarantors, jointly and severally, represents and warrants, as
of the Execution Time and as of the Closing Date, to each Initial Purchaser as
set forth below in this Section 1.

                  (a) The Preliminary Memorandum, at the date thereof, did not
contain any untrue statement of a material fact or omit to state any material
fact necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading. At the date of the Final Memorandum,
on the Closing Date and on any settlement date, the Final Memorandum did not and
will not (and any amendment or supplement thereto, at the date thereof, at the
Closing Date and on any settlement date, will not), contain any untrue statement
of a material fact or omit to state any material fact necessary to make the
statements therein, in the light of the circumstances under which they were
made, not misleading; provided, however, that the Issuer, the Company and the
Guarantors make no representation or warranty as to the information contained in
or omitted from the Preliminary Memorandum or the Final Memorandum, or any
amendment or supplement thereto, in reliance upon and in conformity with
information furnished in writing to the Issuer, Company or any Guarantor by or
on behalf of the Initial Purchasers through the Representatives specifically for
inclusion therein.

                  (b) The documents incorporated or deemed to be incorporated by
reference in the Final Memorandum, at the time they were or hereafter are filed
with the Commission, complied and will comply in all material respects with the
requirements of the Exchange Act and, when read together with the other
information in the Final Memorandum, at the date of the Final Memorandum, at the
Closing Date and on any settlement date, did not, do not and will not include an
untrue statement of a material fact or omit to state a material fact necessary
in order to make the statements therein, in the light of the circumstances under
which they were made, not misleading.



                                       2


                  (c) Neither the Issuer, nor the Company, nor any Guarantor,
nor any of its or their Affiliates, nor any person acting on its or their behalf
has, directly or indirectly, made offers or sales of any security, or solicited
offers to buy any security, under circumstances that would require the
registration of the Securities under the Act.

                  (d) Neither the Issuer, nor the Company, nor any Guarantor,
nor any of its or their Affiliates, nor any person acting on its or their behalf
has engaged in any form of general solicitation or general advertising (within
the meaning of Regulation D) in connection with any offer or sale of the
Securities in the United States.

                  (e) The Securities satisfy the eligibility requirements of
Rule 144A(d)(3) under the Act.

                  (f) Neither the Issuer, nor the Company, nor any Guarantor,
nor any of its or their Affiliates, nor any person acting on its or their behalf
has engaged in any directed selling efforts with respect to the Securities, and
each of them has complied with the offering restrictions requirement of
Regulation S. Terms used in this paragraph have the meanings given to them by
Regulation S.

                  (g) The Issuer, the Company and the Guarantors have been
advised by the NASD's PORTAL Market that the Securities have been designated
PORTAL eligible securities in accordance with the rules and regulations of the
NASD.

                  (h) Neither the Issuer, nor the Company nor any Guarantor has
paid or agreed to pay to any person any compensation for soliciting another to
purchase any securities of the Issuer, the Company or any Guarantor (except as
contemplated by this Agreement).

                  (i) Neither the Issuer, nor the Company nor any Guarantor has
taken, directly or indirectly, any action designed to cause or which has
constituted or which might reasonably be expected to cause or result, under the
Exchange Act or otherwise, in the stabilization or manipulation of the price of
any security of the Issuer or any Guarantor to facilitate the sale or resale of
the Securities.

                  (j) Neither the Issuer nor any Guarantor is, and upon the
issuance and sale of the Securities as herein contemplated and the application
of the net proceeds therefrom as described in the Final Memorandum will be, an
"investment company" or an entity "controlled" by an "investment company", as
such terms are defined in the Investment Company Act.

                  (k) The information provided by the Issuer, the Company and
the Guarantors pursuant to Section 5(h) hereof will not, at the date thereof,
contain any untrue statement of a material fact or omit to state any material
fact necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading.

                  (l) All information related to the coal reserves of (i) the
Company and its subsidiaries, and (ii) Arch Western and its subsidiaries,
(including, without limitation, each of the Company's and Arch Western's
respective (x) estimated assigned and unassigned recoverable coal reserves and
(y) proven, probable and total recoverable coal reserves, in the aggregate and
by region and mining complex location) included in the Final Memorandum as of
the date of the Final Memorandum and at the Closing Time (the "Coal Reserve
Information"),


                                       3


(A) was and is accurate in all material respects, (B) would, if the offer and
sale of the Securities were registered under the Act, comply in all material
respects with the requirements of the Act, and complied and will comply in all
material respects with the requirements of the Exchange Act, as applicable, and
(C) when read together with the other information in the Final Memorandum, did
not and will not contain an untrue statement of a material fact or omit to state
a material fact required to be stated therein or necessary to make the
statements therein not misleading. The Coal Reserve Information has been
calculated in accordance with standard mining engineering procedures used in the
coal industry and applicable government reporting requirements and applicable
law. All assumptions used in the calculation of the Coal Reserve Information
were and are reasonable.

                  (m) Since the date as of which information is given in the
Final Memorandum, except as otherwise stated therein, (A) there has been no
material adverse change in the condition, financial or otherwise, or in the
earnings, properties, business or prospects of (i) the Company and its
subsidiaries, taken as a whole, or (ii) Arch Western and its subsidiaries, taken
as a whole, whether or not arising in the ordinary course of business (a
"Material Adverse Effect"), (B) there have been no transactions entered into by
the Company and its subsidiaries or Arch Western and its subsidiaries, other
than those arising in the ordinary course of business, which are material with
respect to the Company and its subsidiaries, taken as a whole, or Arch Western
and its subsidiaries, taken as a whole, and (C) except for (i) regular quarterly
dividends on the Company's common stock, in amounts per share that are
consistent with past practice, (ii) the Preferred Return paid by Arch Western
and (iii) preferred dividends paid with respect to the Company's 5% Perpetual
Cumulative Convertible Preferred STOCK, in accordance with the terms thereof,
there has been no dividend or distribution of any kind declared, paid or made by
the Company or Arch Western on any class of their respective capital stock.

                  (n) The Issuer has been duly organized and is validly existing
as a limited liability company in good standing under the laws of the State of
Delaware and has power and authority to own, lease and operate its properties
and to conduct its business as described in the Final Memorandum and to enter
into and perform its obligations under, or as contemplated under, this
Agreement. The Issuer is duly qualified to transact business and is in good
standing in each other jurisdiction in which such qualification is required,
whether by reason of the ownership or leasing of property or the conduct of
business, except where the failure to so qualify or be in good standing would
not result in a Material Adverse Effect. All of the issued and outstanding
capital stock of the Issuer has been duly authorized and is validly issued,
fully paid and non-assessable and is owned by Arch Western, directly or through
subsidiaries, free and clear of any security interest, mortgage, pledge, lien,
encumbrance, claim or equity. None of the outstanding shares of capital stock of
the Issuer was issued in violation of preemptive or other similar rights of any
securityholder of the Issuer.

                  (o) The Company has been duly organized and is validly
existing as a corporation in good standing under the laws of the State of
Delaware and has power and authority to own, lease and operate its properties
and to conduct its business as described in the Final Memorandum and to enter
into and perform its obligations under, or as contemplated under, this
Agreement. The Company is duly qualified as a foreign corporation to transact
business and is in good standing in each other jurisdiction in which such
qualification is required, whether by reason of the ownership or leasing of
property or the conduct of business, except where the failure to so qualify or
be in good standing would not result in a Material Adverse



                                       4


Effect. All of the issued and outstanding capital stock of the Company has been
duly authorized and validly issued by the Company, fully paid and
non-assessable, and was not issued in violation of preemptive or other similar
rights of any securityholder of the Company.

                  (p) Arch Western has been duly organized and is validly
existing as a limited liability company in good standing under the laws of the
State of Delaware and has the power and authority to own, lease and operate its
properties and to conduct its business as described in the Final Memorandum and
to enter into and perform its obligations under, or as contemplated under, this
Agreement. Arch Western is duly qualified to transact business and is in good
standing in each other jurisdiction in which such qualification is required,
whether by reason of the ownership or leasing of property or the conduct of
business, except where the failure to so qualify or be in good standing would
not result in a Material Adverse Effect. All of the issued and outstanding
capital stock of Arch Western has been duly authorized and validly issued, fully
paid and non-assessable and, except as otherwise stated in the Final Memorandum,
is owned by the Company, directly or through subsidiaries, free and clear of any
security interest, mortgage, pledge, lien, encumbrance, claim or equity. None of
the outstanding shares of capital stock of Arch Western was issued in violation
of preemptive or other similar rights of any securityholder of Arch Western.

                  (q) Each Subsidiary of the Company that is not a Guarantor has
been duly organized and is validly existing as a corporation, limited liability
company or partnership, as applicable, in good standing under the laws of the
jurisdiction of its formation, has corporate power and authority to own, lease
and operate its properties and to conduct its business as described in the Final
Memorandum and is duly qualified to transact business and is in good standing in
each jurisdiction in which such qualification is required, whether by reason of
the ownership or leasing of property or the conduct of business, except where
the failure to so qualify or be in good standing would not result in a Material
Adverse Effect. Except as otherwise stated in the Final Memorandum, all of the
issued and outstanding capital stock of each Subsidiary of the Company that is
not a Guarantor has been duly authorized and validly issued, fully paid and
non-assessable and is owned by the Company, directly or through subsidiaries,
free and clear of any security interest, mortgage, pledge, lien, encumbrance,
claim or equity. None of the outstanding shares of capital stock of any
Subsidiary of the Company that is not a Guarantor was issued in violation of
preemptive or other similar rights of any securityholder of such Subsidiary of
the Company.

                  (r) Each Subsidiary Guarantor and Canyon Fuel Company, LLC
("Canyon Fuel") has been duly organized and is validly existing as a limited
liability company in good standing under the laws of Delaware, has power and
authority to own, lease and operate its properties and to conduct its business
as described in the Final Memorandum and is duly qualified to transact business
and is in good standing in each jurisdiction in which such qualification is
required, whether by reason of the ownership or leasing of property or the
conduct of business, except where the failure to so qualify or be in good
standing would not result in a Material Adverse Effect. Except as otherwise
stated in the Final Memorandum, all of the issued and outstanding capital stock
of each Subsidiary Guarantor and Canyon Fuel has been duly authorized and
validly issued, fully paid and non-assessable and is owned by Arch Western,
directly or through subsidiaries, free and clear of any security interest,
mortgage, pledge, lien, encumbrance, claim or equity. None of the outstanding
shares of capital stock of any Subsidiary



                                       5


Guarantor or Canyon Fuel was issued in violation of preemptive or other similar
rights of any securityholder of such Subsidiary Guarantor or Canyon Fuel.

                  (s) The authorized, issued and outstanding capital stock of
the Company and Arch Western is as set forth in the column entitled "Actual"
under the caption "Capitalization" (except for subsequent issuances, if any,
pursuant to reservations, agreements or employee benefit plans referred to or
incorporated by reference in the Final Memorandum or pursuant to the exercise of
convertible securities or options referred to or included in the Final
Memorandum).

                  (t) The statements in the Final Memorandum under the headings
"Governing Documents and Certain Other Agreements", "Certain Relationships and
Related Party Transactions", "Description of the Notes", "Exchange Offer;
Registration Rights", "Important Federal Income Tax Considerations" and "ERISA
Considerations", fairly summarize the matters therein described.

                  (u) This Agreement has been duly authorized, executed and
delivered by each of the Issuer, the Company and the Guarantors.

                  (v) The Indenture has been duly authorized, executed and
delivered by each of the Issuer and the Guarantors and constitutes a valid and
binding obligation of the Issuer and the Guarantors, enforceable against each of
them in accordance with its terms (subject, as to the enforcement of remedies,
to applicable bankruptcy, reorganization, insolvency, moratorium or other laws
affecting creditors' rights generally from time to time in effect and to general
principles of equity).

                  (w) The Notes have been duly authorized, and, when executed
and authenticated in accordance with the provisions of the Indenture and
delivered to and paid for by the Initial Purchasers as provided in the Final
Memorandum, will have been duly executed and delivered by the Issuer and will
constitute a valid and binding obligation of the Issuer, enforceable against the
Issuer in accordance with its terms, and will be entitled to the benefits of the
Indenture (subject, as to the enforcement of remedies, to applicable bankruptcy,
reorganization, insolvency, moratorium or other laws affecting creditors' rights
generally from time to time in effect and to general principles of equity).

                  (x) The Company Notes have been duly authorized, executed and
delivered by the Company and constitute the legal, valid and binding obligations
of the Company (subject, as to the enforcement of remedies, to applicable
bankruptcy, reorganization, insolvency, moratorium or other laws affecting
creditors' rights generally from time to time in effect and to general
principles of equity).

                  (y) Each Guarantee has been duly authorized, and when executed
and delivered in accordance with the provisions of the Indenture, will have been
duly executed and delivered by each of Arch Western and the Subsidiary
Guarantors and will constitute a valid and binding obligation of Arch Western
and each Subsidiary Guarantor, enforceable against each of them in accordance
with its terms, and will be entitled to the benefits of the Indenture (subject,
as to the enforcement of remedies, to applicable bankruptcy, reorganization,
insolvency, moratorium or other laws affecting creditors' rights generally from
time to time in effect and to general principles of equity).



                                       6


                  (z) The Registration Rights Agreement has been duly authorized
and, when executed and delivered by each of the Issuer, the Company and the
Guarantors, will constitute a valid and binding obligation of the Issuer, the
Company and each Guarantor, enforceable against each of them in accordance with
its terms (subject, as to the enforcement of remedies, to applicable bankruptcy,
reorganization, insolvency, moratorium or other laws affecting creditors' rights
generally from time to time in effect and to general principles of equity and
except as rights to indemnification or contribution thereunder may be limited by
federal or state securities laws or the public policy underlying such laws).

                  (aa) The Pledge Agreement has been duly authorized, executed
and delivered by Arch Western and constitutes a valid and binding obligation of
Arch Western, enforceable against Arch Western in accordance with its terms
(subject, as to the enforcement of remedies, to applicable bankruptcy,
reorganization, insolvency, moratorium or other laws affecting creditors' rights
generally from time to time in effect and to general principles of equity) and
at the time of the sale of the Securities, the Pledge Agreement will have
created a valid, continuing and perfected first priority security interest in
favor of the Trustee in the Company Notes, pledged thereunder as security for
the payment of the Notes.

                  (bb) Neither the Company nor any of its subsidiaries is in
violation of its charter or by-laws or in default in the performance or
observance of any obligation, agreement, covenant or condition contained in any
contract, indenture, mortgage, deed of trust, loan or credit agreement, note,
lease or other agreement or instrument to which the Company or any of its
subsidiaries is a party or by which it or any of them may be bound, or to which
any of the assets, properties or operations of the Company or any of its
subsidiaries is subject (collectively, "Agreements and Instruments"), except for
such defaults that would not result in a Material Adverse Effect. The execution,
delivery and performance of this Agreement, the Indenture, the Registration
Rights Agreement, the Pledge Agreement and any other agreement or instrument
entered into or issued or to be entered into or issued by each of the Issuer,
the Company and the Guarantors in connection with the transactions contemplated
hereby or thereby or in the Final Memorandum and the consummation of the
transactions contemplated herein and in the Final Memorandum (including the
issuance and sale of the Securities and the use of the proceeds from the sale of
the Securities as described under the caption "Use of Proceeds" in the Final
Memorandum) and compliance by each of the Issuer, the Company and the Guarantors
with its obligations hereunder and thereunder have been duly authorized by all
necessary corporate or other action and do not and will not, whether with or
without the giving of notice or passage of time or both, conflict with or
constitute a breach of, or default or Repayment Event (as defined below) under,
or result in the creation or imposition of any lien, charge or encumbrance upon
any assets, properties or operations of the Company or any of its subsidiaries
pursuant to, any Agreements and Instruments (except for such conflicts, breaches
or defaults or liens, charges or encumbrances that would not result in a
Material Adverse Effect), nor will such action result in any violation of the
provisions of the charter or by-laws of the Company or any of its subsidiaries
or any applicable law, statute, rule, regulation, judgment, order, writ or
decree of any government, government instrumentality or court, domestic or
foreign, having jurisdiction over the Company or any of its subsidiaries or any
of their assets, properties or operations.

                  (cc) No labor dispute with the employees of the Company or any
of its subsidiaries exists or, to the knowledge of the Company, is imminent, and
the Company is not aware of any existing or imminent labor disturbance by the
employees of any of its or any




                                       7


subsidiary's principal suppliers, manufacturers, customers or contractors,
which, in either case, may reasonably be expected to result in a Material
Adverse Effect.

                  (dd) There is no action, suit, proceeding, inquiry or
investigation before or brought by any court or governmental agency or body,
domestic or foreign, now pending, or, to the knowledge of each of the Issuer,
the Company and the Guarantors, threatened, against or affecting the Company or
any of its subsidiaries which would be required to be disclosed in a
Registration Statement if the offer and sale of the Securities were to be
registered under the Act (other than as stated in the Final Memorandum), or
which might reasonably be expected to result in a Material Adverse Effect, or
which might reasonably be expected to materially and adversely affect the
assets, properties or operations thereof or the consummation of the transactions
contemplated under the Final Memorandum, this Agreement, the Indenture, the
Registration Rights Agreement, the Pledge Agreement or the performance by each
of the Issuer, the Company and the Guarantors of its obligations hereunder and
thereunder. The aggregate of all pending legal or governmental proceedings to
which the Company or any of its subsidiaries is a party or of which any of their
respective assets, properties or operations is subject which are not described
in the Final Memorandum, including ordinary routine litigation incidental to the
business, could not reasonably be expected to result in a Material Adverse
Effect.

                  (ee) There are no contracts or documents required to be
described in the documents incorporated by reference in the Final Memorandum or
to be filed as exhibits thereto, which have not been so described and filed as
required.

                  (ff) No filing with, or authorization, approval, consent,
license, order, registration, qualification or decree of, any court or
governmental authority or agency, domestic or foreign, is necessary or required
for the due authorization, execution and delivery by each of the Issuer, the
Company and the Guarantors of this Agreement in connection with the issuance of
the Securities or for the performance by each of the Issuer, the Company and the
Guarantors of the transactions contemplated under the Final Memorandum, this
Agreement, the Indenture, the Registration Rights Agreement or the Pledge
Agreement, except such as have been already made, obtained or rendered, and such
as will be obtained under the Act and the Trust Indenture Act and such as may be
required under blue sky laws of any jurisdiction in connection with the purchase
and sale by the Initial Purchasers in the manner contemplated herein and in the
Final Memorandum and the Registration Rights Agreement, as applicable, as of the
Closing Date.

                  (gg) The Company and its subsidiaries own or possess, or can
acquire on reasonable terms, adequate patents, patent rights, licenses,
inventions, copyrights, know-how (including trade secrets and other unpatented
and/or unpatentable proprietary or confidential information, systems or
procedures), trademarks, service marks, trade names or other intellectual
property (collectively, "Intellectual Property") necessary to carry on the
business now operated by them, and neither the Company nor any of its
subsidiaries has received any notice or is otherwise aware of any infringement
of or conflict with asserted rights of others with respect to any Intellectual
Property or of any facts or circumstances which would render any Intellectual
Property invalid or inadequate to protect the interest of the Company or any of
its subsidiaries therein, and which infringement or conflict (if the subject of
any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly
or in the aggregate, would result in a Material Adverse Effect.



                                       8


                  (hh) The Company and its subsidiaries possess such permits,
licenses, approvals, consents and other authorizations (collectively,
"Governmental Licenses") issued by the appropriate federal, state, local or
foreign regulatory agencies or bodies necessary to conduct the business now
operated by them. The Company and its subsidiaries are in compliance with the
terms and conditions of all such Governmental Licenses, except where the failure
so to comply would not, singly or in the aggregate, result in a Material Adverse
Effect. All of the Governmental Licenses are valid and in full force and effect,
except where the invalidity of such Governmental Licenses or the failure of such
Governmental Licenses to be in full force and effect would not result in a
Material Adverse Effect. Neither the Company nor any of its subsidiaries has
received any notice of proceedings relating to the revocation or modification of
any such Governmental Licenses which, singly or in the aggregate, if the subject
of an unfavorable decision, ruling or finding, would result in a Material
Adverse Effect.

                  (ii) The Company and its subsidiaries have good and marketable
title to all real property owned by the Company and its subsidiaries and good
title to all other properties owned by them, in each case, free and clear of all
mortgages, pledges, liens, security interests, claims, restrictions or
encumbrances of any kind, except (i) as otherwise stated in the Final Memorandum
or (ii) those which do not, singly or in the aggregate, materially affect the
value of such property and do not interfere with the use made and proposed to be
made of such property by the Company or any of its subsidiaries. All of the
leases and subleases material to the business of (1) the Company and its
subsidiaries, taken as a whole, and (2) Arch Western and its subsidiaries, taken
as a whole, and under which the Company or any of its subsidiaries holds
properties described in the Final Memorandum, are in full force and effect, and
neither the Company nor any of its subsidiaries has received any notice of any
material claim of any sort that has been asserted by anyone adverse to the
rights of the Company or any of its subsidiaries under any of the leases or
subleases mentioned above, or affecting or questioning the rights of the Company
or such subsidiary of the continued possession of the leased or subleased
premises under any such lease or sublease.

                  (jj) Except as otherwise stated in the Final Memorandum and
except as would not, singly or in the aggregate, result in a Material Adverse
Effect, (i) neither the Company nor any of its subsidiaries is in violation of
any federal, state, local or foreign statute, law, rule, regulation, ordinance,
code, policy or rule of common law or any judicial or administrative
interpretation thereof including any judicial or administrative order, consent,
decree or judgment, relating to pollution or protection of human health, the
environment (including, without limitation, ambient air, surface water,
groundwater, land surface or subsurface strata) or wildlife, including, without
limitation, laws and regulations relating to the release or threatened release
of chemicals, pollutants, contaminants, wastes, toxic substances, hazardous
substances, petroleum or petroleum products (collectively, "Hazardous
Materials") or to the manufacture, processing, distribution, use, treatment,
storage, disposal, transport or handling of Hazardous Materials (collectively,
"Environmental Laws"), (ii) neither the Company nor any of its subsidiaries
fails to possess any permit, authorization or approval required under any
applicable Environmental Laws or to be in compliance with their requirements,
(iii) there are no pending or threatened administrative, regulatory or judicial
actions, suits, demands, demand letters, claims, liens, notices of noncompliance
or violation, investigation or proceedings relating to any Environmental Law
against the Company or any of its subsidiaries and (iv) there are no events or
circumstances that might reasonably be expected to form the basis of an order
for clean-up or remediation, or an action, suit or proceeding by any private
party or governmental body or



                                       9


agency, against or affecting the Company or any of its subsidiaries relating to
Hazardous Materials or any Environmental Laws.

                  (kk) The consolidated historical financial statements and
schedules of (i) the Company and its consolidated subsidiaries, (ii) Arch
Western and its consolidated subsidiaries, (iii) Canyon Fuel and (iv) Vulcan
Coal Holdings, L.L.C. ("Vulcan") and its consolidated subsidiaries included in
the Final Memorandum present fairly in all material respects the financial
condition, results of operations and cash flows of the Company, Arch Western,
Canyon Fuel and Vulcan respectively, as of the dates and for the periods
indicated, comply as to form with the applicable accounting requirements of the
Act and have been prepared in conformity with generally accepted accounting
principles applied on a consistent basis throughout the periods involved (except
as otherwise noted therein); the selected financial data set forth under the
captions "Arch Western Selected Consolidated Financial and Operating Data" and
"Arch Coal Selected Consolidated Financial and Operating Data" in the Final
Memorandum fairly present, on the basis stated in the Final Memorandum, the
information included therein; the pro forma financial statements included in the
Final Memorandum include assumptions that provide a reasonable basis for
presenting the significant effects directly attributable to the transactions and
events described therein, the related pro forma adjustments give appropriate
effect to those assumptions, and the pro forma adjustments reflect the proper
application of those adjustments to the historical financial statement amounts
in the pro forma financial statements included in the Final Memorandum; the pro
forma financial statements included in the Final Memorandum comply as to form in
all material respects with the applicable accounting requirements of Regulation
S-X under the Act; and the pro forma adjustments have been properly applied to
the historical amounts in the compilation of those statements.

                  (ll) (i) Ernst & Young LLP, who have certified certain audited
financial statements of (1) the Company and its consolidated subsidiaries, (2)
Arch Western and its consolidated subsidiaries and (3) Canyon Fuel and delivered
their reports with respect to the audited consolidated financial statements and
schedules of the Company, Arch Western and Canyon Fuel, respectively, included
in the Final Memorandum, are independent public accountants with respect to the
Company, Arch Western, and Canyon Fuel within the meaning of the Act and (ii)
PricewaterhouseCoopers LLP, who have certified certain audited financial
statements of Vulcan and its consolidated subsidiaries and delivered their
report with respect to the audited consolidated financial statements and
schedules of Vulcan included in the Final Memorandum, are independent public
accountants with respect to Vulcan under Rule 101 of AICPA's Code of
Professional Conduct.

                  (mm) There are no stamp or other issuance or transfer taxes or
duties or other similar fees or charges under federal law or the laws of any
state, or any political subdivision thereof, required to be paid in connection
with the execution and delivery of this Agreement or the issuance or sale by the
Issuer and the Guarantors of the Securities.

                  (nn) Each of the Company and its subsidiaries has filed all
foreign, federal, state and local tax returns that are required to be filed or
has requested extensions thereof except in any case in which the failure so to
file would not have a Material Adverse Effect and except as set forth in or
contemplated in the Final Memorandum (exclusive of any amendment or supplement
thereto) and has paid all taxes required to be paid by it and any other
assessment, fine or penalty levied against it, to the extent that any of the
foregoing is due and payable, except



                                       10


for any such assessment, fine or penalty that is currently being contested in
good faith or as would not have a Material Adverse Effect and except as set
forth in or contemplated in the Final Memorandum (exclusive of any amendment or
supplement thereto).

                  (oo) The Company and each of its subsidiaries are insured by
insurers of recognized financial responsibility against such losses and risks
and in such amounts as are prudent and customary in the businesses in which they
are engaged; all policies of insurance and fidelity or surety bonds insuring the
Company, or any of its subsidiaries or their respective businesses, assets,
employees, officers and directors are in full force and effect; the Company and
its subsidiaries are in compliance with the terms of such policies and
instruments in all material respects; and there are no claims by the Company or
any of its subsidiaries under any such policy or instrument as to which any
insurance company is denying liability or defending under a reservation of
rights clause; neither the Company nor any such subsidiary has been refused any
insurance coverage sought or applied for; and neither the Company nor any such
subsidiary has any reason to believe that it will not be able to renew its
existing insurance coverage as and when such coverage expires or to obtain
similar coverage from similar insurers as may be necessary to continue its
business at a cost that would not have a Material Adverse Effect, except as set
forth in or contemplated in the Final Memorandum (exclusive of any amendment or
supplement thereto).

                  (pp) No subsidiary of the Company and no subsidiary of Arch
Western is currently prohibited, directly or indirectly, from paying any
dividends to the Company or Arch Western, as the case may be, from making any
other distribution on such subsidiary's capital stock, from repaying to the
Company or Arch Western, as the case may be, any loans or advances to such
subsidiary from the Company or Arch Western, as the case may be, or from
transferring any of such subsidiary's property or assets to the Company or Arch
Western, as the case may be, or any other subsidiary of the Company or Arch
Western, as the case may be, except as described in or contemplated by the Final
Memorandum (exclusive of any amendment or supplement thereto).

                  (qq) The Company, Arch Western, and each of their respective
subsidiaries, maintain a system of internal accounting controls sufficient to
provide reasonable assurance that (i) transactions are executed in accordance
with management's general or specific authorizations; (ii) transactions are
recorded as necessary to permit preparation of financial statements in
conformity with generally accepted accounting principles and to maintain asset
accountability; (iii) access to assets is permitted only in accordance with
management's general or specific authorization; and (iv) the recorded
accountability for assets is compared with the existing assets at reasonable
intervals and appropriate action is taken with respect to any differences.

                  (rr) Each of the Company and its subsidiaries has fulfilled
its obligations, if any, under the minimum funding standards of Section 302 of
the United States Employee Retirement Income Security Act of 1974, as amended
("ERISA"), and the regulations and published interpretations thereunder with
respect to each "plan" (as defined in Section 3(3) of ERISA and such regulations
and published interpretations) in which employees of the Company and its
subsidiaries are eligible to participate and each such plan is in compliance in
all material respects with the presently applicable provisions of ERISA and such
regulations and published interpretations; the Company and its subsidiaries have
not incurred any unpaid liability to the



                                       11


Pension Benefit Guaranty Corporation (other than for the payment of premiums in
the ordinary course) or to any such plan under Title IV of ERISA.

                  Any certificate signed by any officer of the Issuer or any
Guarantor and delivered to the Representatives or counsel for the Initial
Purchasers in connection with the offering of the Securities shall be deemed a
representation and warranty by the Issuer or such Guarantor, as to matters
covered thereby, to each Initial Purchaser.

                  2. Purchase and Sale. Subject to the terms and conditions and
in reliance upon the representations and warranties herein set forth, the Issuer
agrees to sell to each Initial Purchaser, and each Initial Purchaser agrees,
severally and not jointly, to purchase from the Issuer, at a purchase price of
102.916875% of the principal amount thereof, plus accrued interest from July 1,
2004 to the Closing Date, the principal amount of Securities set forth opposite
such Initial Purchaser's name in Schedule I hereto.

                  3. Delivery and Payment. Delivery of and payment for the
Securities shall be made at 10:00 A.M., New York City time, on October 22, 2004,
or at such time on such later date (not later than October 29, 2004) as the
Representatives shall designate, which date and time may be postponed by
agreement between the Representatives and the Company or as provided in Section
9 hereof (such date and time of delivery and payment for the Securities being
herein called the "Closing Date"). Delivery of the Securities shall be made to
the Representatives for the respective accounts of the several Initial
Purchasers against payment by the several Initial Purchasers through the
Representatives of the purchase price thereof to or upon the order of Arch
Western by wire transfer payable in same-day funds to the account specified by
Arch Western. Delivery of the Securities shall be made through the facilities of
The Depository Trust Company unless the Representatives shall otherwise
instruct.

                  4. Offering by Initial Purchasers. Each Initial Purchaser,
severally and not jointly, represents and warrants to and agrees with each of
the Issuer and the Guarantors that:

                  (a) It has not offered or sold, and will not offer or sell,
any Securities except (i) to those it reasonably believes to be qualified
institutional buyers (as defined in Rule 144A under the Act) and that, in
connection with each such sale, it has taken or will take reasonable steps to
ensure that the purchaser of such Securities is aware that such sale is being
made in reliance on Rule 144A or (ii) in accordance with the restrictions set
forth in Exhibit A hereto.

                  (b) Neither it nor any person acting on its behalf has made or
will make offers or sales of the Securities in the United States by means of any
form of general solicitation or general advertising (within the meaning of
Regulation D) in the United States.

                  5. Agreements. Each of the Issuer, the Company and the
Guarantors, jointly and severally, agrees with each Initial Purchaser that:

                  (a) The Issuer, the Company and the Guarantors will furnish to
each Initial Purchaser and to counsel for the Initial Purchasers, without
charge, during the period referred to in paragraph (c) below, as many copies of
the Final Memorandum and any amendments and supplements thereto as they may
reasonably request.



                                       12


                  (b) The Issuer, the Company and the Guarantors will not amend
or supplement the Final Memorandum without the prior written consent of the
Representatives.

                  (c) If at any time prior to the completion of the sale of the
Securities by the Initial Purchasers (as determined by the Representatives), any
event occurs as a result of which the Final Memorandum, as then amended or
supplemented, would include any untrue statement of a material fact or omit to
state any material fact necessary to make the statements therein, in the light
of the circumstances under which they were made, not misleading, or if it should
be necessary to amend or supplement the Final Memorandum to comply with
applicable law, the Company promptly (i) will notify the Representatives of any
such event; (ii) subject to the requirements of paragraph (b) of this Section 5,
will prepare an amendment or supplement that will correct such statement or
omission or effect such compliance; and (iii) will supply any supplemented or
amended Final Memorandum to the several Initial Purchasers and counsel for the
Initial Purchaser without charge in such quantities as they may reasonably
request.

                  (d) The Issuer, the Company and the Guarantors will arrange,
if necessary, for the qualification of the Securities for sale by the Initial
Purchasers under the laws of such jurisdictions as the Initial Purchasers may
designate and will maintain such qualifications in effect so long as required
for the sale of the Securities; provided that in no event shall the Issuer, the
Company and the Guarantors be obligated to qualify to do business in any
jurisdiction where it is not now so qualified or to take any action that would
subject it to service of process in suits, other than those arising out of the
offering or sale of the Securities, in any jurisdiction where it is not now so
subject. The Company will promptly advise the Representatives of the receipt by
the Issuer, the Company or any Guarantor of any notification with respect to the
suspension of the qualification of the Securities for sale in any jurisdiction
or the initiation or threatening of any proceeding for such purpose.

                  (e) The Issuer, the Company and the Guarantors will not, and
will not permit any of their respective Affiliates to, resell any Securities
that have been acquired by any of them.

                  (f) Neither the Issuer, nor the Company, nor any Guarantor,
nor any of their respective Affiliates, nor any person acting on their behalf
will, directly or indirectly, make offers or sales of any security, or solicit
offers to buy any security, under circumstances that would require the
registration of the Securities under the Act.

                  (g) Neither the Issuer, nor the Company, nor any Guarantor,
nor any of their respective Affiliates, nor any person acting on its or their
behalf will engage in any form of general solicitation or general advertising
(within the meaning of Regulation D) in connection with any offer or sale of the
Securities in the United States.

                  (h) So long as any of the Securities are "restricted
securities" within the meaning of Rule 144(a)(3) under the Act, each of the
Company and Arch Western will, unless it becomes subject to and complies with
Section 13 or 15(d) of the Exchange Act, provide to each holder of such
restricted securities and to each prospective purchaser (as designated by such
holder) of such restricted securities, upon the request of such holder or
prospective purchaser, any information required to be provided by Rule
144A(d)(4) under the Act. This covenant is intended to be for the benefit of the
holders, and the prospective purchasers designated by such holders, from time to
time of such restricted securities.



                                       13


                  (i) Neither the Issuer, nor the Company, nor any Guarantor,
nor any of their respective Affiliates, nor any person acting on their behalf
will engage in any directed selling efforts with respect to the Securities, and
each of them will comply with the offering restrictions requirement of
Regulation S. Terms used in this paragraph have the meanings given to them by
Regulation S.

                  (j) Each of the Issuer and the Guarantors will cooperate with
the Representatives and use its best efforts to permit the Securities to be
eligible for clearance and settlement through The Depository Trust Company.

                  (k) The Company and Arch Western will not for a period of 60
days following the Execution Time, without the prior written consent of
Citigroup Global Markets Inc., offer, sell, or otherwise dispose of (or enter
into any transaction which is designed to, or might reasonably be expected to,
result in the disposition (whether by actual disposition or effective economic
disposition due to cash settlement or otherwise) by the Company or Arch Western
or any Affiliate of the Company or Arch Western; or any person in privity with
the Company or Arch Western or any Affiliate of the Company or Arch Western),
directly or indirectly, or announce the offering of, any debt securities issued
or guaranteed by the Company or Arch Western or its subsidiaries (other than the
Securities).

                  (l) Each of the Issuer, the Company and the Guarantors will
not take, directly or indirectly, any action designed to or which has
constituted or which might reasonably be expected to cause or result, under the
Exchange Act or otherwise, in stabilization or manipulation of the price of any
security of the Company to facilitate the sale or resale of the Securities.

                  (m) Each of the Issuer, the Company and the Guarantors,
jointly and severally, agrees to pay the costs and expenses relating to the
following matters: (i) the preparation of the Indenture and the Registration
Rights Agreement, the issuance of the Securities and the fees of the Trustee;
(ii) the preparation, printing or reproduction of the Preliminary Memorandum and
Final Memorandum and each amendment or supplement to either of them; (iii) the
printing (or reproduction) and delivery (including postage, air freight charges
and charges for counting and packaging) of such copies of the Preliminary
Memorandum and Final Memorandum, and all amendments or supplements to either of
them, as may, in each case, be reasonably requested for use in connection with
the offering and sale of the Securities; (iv) the preparation, printing,
authentication, issuance and delivery of certificates for the Securities,
including any stamp or transfer taxes in connection with the original issuance
and sale of the Securities; (v) the printing (or reproduction) and delivery of
this Agreement, any blue sky memorandum and all other agreements or documents
printed (or reproduced) and delivered in connection with the offering of the
Securities; (vi) any registration or qualification of the Securities for offer
and sale under the securities or blue sky laws of the several states (including
filing fees and the reasonable fees and expenses of counsel for the Initial
Purchasers relating to such registration and qualification and preparation of a
blue sky memorandum); (vii) admitting the Securities for trading in the PORTAL
Market; (viii) the transportation and other expenses incurred by or on behalf of
the Company's and Arch Western's representatives in connection with
presentations to prospective purchasers of the Securities; (ix) the fees and
expenses of the Issuer's, Company's and Guarantors' accountants and the fees and
expenses of counsel (including local and special counsel) for the Issuer, the
Company and the Guarantors and (x) all other costs and expenses incident to the
performance by the Issuer and the Guarantors of their obligations hereunder.



                                       14


                  6. Conditions to the Obligations of the Initial Purchasers.
The obligations of the Initial Purchasers to purchase the Securities shall be
subject to the accuracy of the representations and warranties on the part of the
Issuer, the Company and the Guarantors contained herein at the Execution Time,
the Closing Date and any settlement date pursuant to Section 3 hereof, to the
accuracy of the statements of the Issuer, the Company and the Guarantors made in
any certificates pursuant to the provisions hereof, to the performance by the
Issuer, the Company and the Guarantors of their obligations hereunder and to the
following additional conditions:

                  (a) The Company shall have requested and caused Robert G.
Jones, Vice President - Law and General Counsel of the Company, to furnish to
the Representatives his opinion dated the Closing Date and addressed to the
Representatives, to the effect that: (i) the Company is duly qualified as a
foreign corporation to transact business and is in good standing in each
jurisdiction in which such qualification is required, whether by reason of the
ownership or leasing of property or the conduct of business, except where the
failure to so qualify or be in good standing would not result in a Material
Adverse Effect;

                  (ii) the shares of issued and outstanding capital stock of the
         Company have been duly authorized and validly issued by the Company and
         are fully paid and non-assessable, and none of such shares of capital
         stock was issued in violation of preemptive or other similar rights of
         any securityholder of the Company.

                  (iii) each of Arch Western, the Subsidiary Guarantors and the
         Subsidiaries of the Company (other than Arch Western) has been duly
         incorporated or organized, as applicable, and is validly existing as a
         corporation or limited liability company, as applicable, in good
         standing under the laws of the jurisdiction in which it was organized,
         with full corporate or other power and authority to own, lease and
         operate its properties and to conduct its business as described in the
         Final Memorandum and is duly qualified to transact business and is in
         good standing in each jurisdiction in which such qualification is
         required, whether by reason of the ownership or leasing of property or
         the conduct of business, except where the failure to so qualify or be
         in good standing would not result in a Material Adverse Effect. Except
         as otherwise described in the Final Memorandum, all of the issued and
         outstanding capital stock or membership interests of each of Arch
         Western and the Subsidiary Guarantors, the Subsidiaries of the Company
         (other than Arch Western) has been duly authorized and is validly
         issued, fully paid and non-assessable and, to the best of his knowledge
         and other than as set forth in the Offering Memorandum, is owned by the
         Company, directly or through subsidiaries, free and clear of any
         security interest, mortgage, pledge, lien, encumbrance, claim or
         equity. None of the outstanding shares of capital stock or membership
         interests, as applicable, of each of Arch Western, the Subsidiary
         Guarantors and the Subsidiaries of the Company (other than Arch
         Western) was issued in violation of preemptive or other similar rights
         of any securityholder of such Subsidiary.

                  (iv) the authorized, issued and outstanding shares of capital
         stock and members' equity, as applicable, of the Company and Arch
         Western, respectively, is as set forth in the column entitled "Actual"
         under the caption "Capitalization" in the Final



                                       15


         Memorandum (except, with respect to the Company, for subsequent
         issuances thereof, if any, pursuant to reservations, agreements or
         employee benefit plans referred to in the Final Memorandum or pursuant
         to the exercise of convertible securities or options referred to in the
         Final Memorandum).

                  (v) neither the Company nor any of its subsidiaries is in
         violation of its charter or by-laws, and no default by the Company or
         any of its subsidiaries exists in the due performance or observance of
         any material obligation, agreement, covenant or condition contained in
         any contract, indenture, mortgage, loan agreement, note, lease or other
         agreement or instrument that is described or referred to in the Final
         Memorandum or filed or incorporated by reference as an exhibit to the
         Company's annual report on Form 10-K for the year ended December 31,
         2003 as filed with the Commission on March 8, 2004. Except as set forth
         in the Final Memorandum, to the best of his knowledge, there are no
         options, warrants or other rights to purchase, agreements or other
         obligations to issue, or rights to convert any obligations into or
         exchange any securities for, shares of capital stock or ownership
         interests in the Company or any of its subsidiaries.

                  (vi) the execution, delivery and performance of this
         Agreement, the Indenture, the Registration Rights Agreement, the Pledge
         Agreement and any other agreement or instrument entered into or issued
         or to be entered into or issued by the Issuer, the Company or any
         Guarantor in connection with the transactions contemplated in this
         Agreement, the Indenture, the Registration Rights Agreement, the Pledge
         Agreement, the Notes, the Guarantees and the Final Memorandum and the
         consummation of the transactions contemplated hereunder and thereunder
         (including the issuance and sale of the Securities and the use of the
         proceeds from the sale of the Securities as described under the caption
         "Use of Proceeds") and compliance by each of the Issuer, the Company
         and the Guarantors with its obligations hereunder and thereunder does
         not and will not, whether with or without the giving of notice or
         passage of time or both, conflict with or constitute a breach of, or
         default or Repayment Event under or result in the creation or
         imposition of any lien, charge or encumbrance upon any assets,
         properties or operations of the Company or any of its subsidiaries
         pursuant to any contract, indenture, mortgage, deed of trust, loan or
         credit agreement, note, lease or any other agreement or instrument to
         which the Company or any of its subsidiaries is a party or by which it
         or any of them may be bound, or to which any of the assets, properties
         or operations of the Company or any of its subsidiaries is subject
         (except for such conflicts, breaches or defaults or liens, charges or
         encumbrances that would not have a Material Adverse Effect), nor will
         such action result in any violation of the provisions of the charter or
         by-laws of the Company or any of its subsidiaries, or any applicable
         law, statute, rule, regulation, judgment, order, writ or decree, known
         to me, of any government, government instrumentality or court, domestic
         or foreign, having jurisdiction over the Company or any of its
         subsidiaries or any of their respective properties, assets or
         operations.

                  (vii) to the best of his knowledge, there is not pending or
         threatened any action, suit, proceeding, inquiry or investigation to
         which the Company or any of its subsidiaries is a party or to which the
         assets, properties or operations of the Company or any of its
         subsidiaries is subject, before or by any court or governmental agency
         or body, domestic or foreign, which might reasonably be expected to
         result in a Material Adverse Effect or which might reasonably be
         expected to materially and adversely affect the assets,



                                       16


         properties or operations thereof or the consummation of the
         transactions contemplated under this Agreement, the Indenture, the
         Registration Rights Agreement, the Pledge Agreement, the Notes, the
         Guarantees and the Final Memorandum or the performance by the Company
         of its obligations thereunder.

                  (viii) The information in the Annual Report on Form 10-K of
         the Company for the year ended December 31, 2003 under "Legal
         Proceedings" and incorporated by reference in the Final Memorandum, to
         the extent that it constitutes a summary of legal matters, legal
         proceedings, or legal conclusions, is correct in all material respects.

                  (ix) All descriptions in the Final Memorandum of contracts and
         other documents to which the Company or its subsidiaries are a party
         are accurate in all material respects.

                  Robert G. Jones shall also state that nothing has come to his
attention that causes him to believe that the Final Memorandum, (except for
financial statements and schedules and other financial data included or
incorporated by reference therein or omitted therefrom, as to which he need make
no statement), at the Execution Time and on the Closing Date, included or
includes an untrue statement of a material fact or omitted or omits to state a
material fact necessary in order to make the statements therein, in the light of
the circumstances under which they were made, not misleading.

                  (b) The Company shall have requested and caused Kirkpatrick &
Lockhart, LLP, counsel for the Company, to furnish to the Representatives its
opinion, dated the Closing Date and addressed to the Representatives, to the
effect that:

                  (i) the Company, Arch Western, the Issuer and each Subsidiary
         Guarantor has been duly incorporated or organized, as applicable, and
         is validly existing as a corporation or limited liability company, as
         applicable, in good standing under the laws of the State of Delaware,
         with full corporate or limited liability company power and authority to
         own or lease, as the case may be, and to operate its properties and
         conduct its business as described in the Final Memorandum, to the
         extent so described therein.

                  (ii) the Purchase Agreement has been duly authorized, executed
         and delivered by the Issuer, the Company, Arch Western and each
         Subsidiary Guarantor.

                  (iii) the Indenture has been duly authorized, executed and
         delivered by each of the Issuer, Arch Western and the Subsidiary
         Guarantors, and, assuming due authorization, execution and delivery
         thereof by the Trustee, constitutes a valid and binding obligation of
         the Issuer, Arch Western and each Subsidiary Guarantor, enforceable
         against the Issuer, Arch Western and each Subsidiary Guarantor in
         accordance with its terms (subject to the effect of bankruptcy,
         insolvency, fraudulent transfer, reorganization, receivership,
         moratorium and other laws affecting the rights and remedies of
         creditors or secured parties generally, and to the exercise of judicial
         discretion in accordance with general principles of equity (whether
         applied by a court of law or equity)).

                  (iv) the Notes have been duly authorized, executed and
         delivered and, when authenticated in accordance with the provisions of
         the Indenture and delivered to and



                                       17


         paid for by the Initial Purchasers under this Agreement, will
         constitute a valid and binding obligation of the Issuer, entitled to
         the benefits set forth in the Indenture (subject to the effect of
         bankruptcy, insolvency, fraudulent transfer, reorganization,
         receivership, moratorium and other laws affecting the rights and
         remedies of creditors or secured parties generally, and to the exercise
         of judicial discretion in accordance with general principles of equity
         (whether applied by a court of law or equity)).

                  (v) each Guarantee has been duly authorized, executed and
         delivered and constitutes a valid and binding obligation of Arch
         Western or the Subsidiary Guarantor party thereto, as applicable
         (subject to the effect of bankruptcy, insolvency, fraudulent transfer,
         reorganization, receivership, moratorium and other laws affecting the
         rights and remedies of creditors or secured parties generally, and to
         the exercise of judicial discretion in accordance with general
         principles of equity (whether applied by a court of law or equity)).

                  (vi) the Registration Rights Agreement has been duly
         authorized, executed and delivered and constitutes a valid and binding
         obligation of the Issuer, Arch Coal, Arch Western and each Subsidiary
         Guarantor (subject to the effect of bankruptcy, insolvency, fraudulent
         transfer, reorganization, receivership, moratorium and other laws
         affecting the rights and remedies of creditors or secured parties
         generally, and to the exercise of judicial discretion in accordance
         with general principles of equity (whether applied by a court of law or
         equity) and except as rights to indemnification or contribution
         thereunder may be limited by federal or state securities laws or the
         public policy underlying such laws).

                  (vii) the Pledge Agreement has been duly authorized, executed
         and delivered by Arch Western and, assuming due authorization,
         execution and delivery thereof by the Trustee, constitutes a valid and
         binding obligation of Arch Western (subject to the effect of
         bankruptcy, insolvency, fraudulent transfer, reorganization,
         receivership, moratorium and other laws affecting the rights and
         remedies of creditors or secured parties generally, and to the exercise
         of judicial discretion in accordance with general principles of equity
         (whether applied by a court of law or equity)).

                  (viii) the Company Notes have been duly authorized, executed
         and delivered by the Company and constitute a valid and binding
         obligation of the Company (subject to the effect of bankruptcy,
         insolvency, fraudulent transfer, reorganization, receivership,
         moratorium and other laws affecting the rights and remedies of
         creditors or secured parties generally, and to the exercise of judicial
         discretion in accordance with general principles of equity (whether
         applied by a court of law or equity)

                  (ix) the security interest in the Company Notes granted to the
         Trustee pursuant to the Pledge Agreement, for the benefit the Holders,
         as defined in the Indenture, was perfected upon the Trustee taking
         possession of the Company Notes in New York. Assuming that the Trustee
         has taken and is retaining possession of the Company Notes and the
         Trustee has taken the Company Notes in good faith without notice
         (actual or constructive) of any adverse claim within the meaning of the
         UCC, there has been created under the Pledge Agreement, and there has
         been granted to the Trustee for the benefit of



                                       18


         the Holders, a valid and perfected first priority security interest in
         the Company Notes to the extent a security interest may be obtained by
         possession under the UCC.

                  (x) the statements set forth under the headings "Description
         of the Notes" and "Exchange Offer; Registration Rights" in the Final
         Memorandum, insofar as such statements purport to summarize certain
         provisions of the Notes, the Indenture and the Registration Rights
         Agreement, provide a fair summary of such provisions.

                  (xi) the statements in the Final Memorandum under the headings
         "Governing Documents and Certain Other Agreements", "Important Federal
         Income Tax Considerations" and "ERISA Considerations" fairly summarize
         the matters therein described.

                  (xii) the execution and delivery by the Issuer, Arch Coal,
         Arch Western and each Subsidiary Guarantor of the Transaction Documents
         to which it is a party, and the performance by the Issuer, Arch Coal,
         Arch Western and each Subsidiary Guarantor of its respective
         obligations under the Transaction Documents to which it is a party, do
         not violate Arch Coal's Amended and Restated Certificate of
         Incorporation and Bylaws or the respective Certificates of Formation
         and Limited Liability Company Agreements of the Issuer, Arch Western or
         any Subsidiary Guarantor.

                  (xiii) the Issuer, Arch Coal, Arch Western and each Subsidiary
         Guarantor each (a) have the corporate or limited liability company
         power and authority to execute, deliver and perform its respective
         obligations under the Transaction Documents to which it is a party, (b)
         has taken all corporate or other action necessary to authorize the
         execution and delivery of and performance of its obligations under the
         Transaction Documents to which it is a party and (c) has duly executed
         each Transaction Document to which it is a party.

                  (xiv) the execution and delivery by the Issuer, Arch Coal,
         Arch Western and each Subsidiary Guarantor of the Transaction Documents
         to which it is a party, and the performance by the Issuer, Arch Coal,
         Arch Western and each Subsidiary Guarantor of its obligations under the
         Transaction Documents to which it is a party, do not (a) breach or
         constitute a default or an event which, with the giving of notice or
         the passage of time or both, would constitute a default of the Issuer,
         Arch Coal, Arch Western or any Subsidiary Guarantor under the express
         terms of any contract, indenture, mortgage, deed of trust, loan or
         credit agreement, note, lease or any other agreement or instrument to
         which the Issuer, Arch Coal, Arch Western or any Subsidiary Guarantor
         is a party or by which any of them may be bound, or to which any of the
         assets, properties or operations of any of them is subject, that has
         been listed as an exhibit to the most recent Annual Report on Form 10-K
         of the Company or subsequent filings of the Company with the Commission
         under Section 13 of the Exchange Act (except for such conflicts,
         breaches or defaults or liens, charges or encumbrances that will not
         have a Material Adverse Effect) nor will such action result in any
         violation of the provisions of the Amended and Restated Certificate of
         Incorporation and Bylaws of Arch Coal or the respective Certificates of
         Formation and Limited Liability Company Agreements of the Issuer, Arch
         Western or any Subsidiary Guarantors or (assuming compliance with the
         securities or blue sky laws of the various states, and provided that we
         express no opinion with respect to the


                                       19


         provisions of Section 8 of the Purchase Agreement) any applicable law,
         statue, rule, regulation, judgment, order, writ or decree, known to
         such counsel, of any government, government instrumentality or court,
         domestic or foreign, having jurisdiction over Arch Coal, the Issuer,
         Arch Western and the Subsidiary Guarantors or any of their assets.

                  (xv) the execution and delivery by the Issuer, Arch Coal, Arch
         Western and each Subsidiary Guarantor of the Transaction Documents to
         which it is a party, and the performance by the Issuer, Arch Coal, Arch
         Western and each Subsidiary Guarantor of its respective obligations
         under the Transaction Documents to which it is a party, do not require
         the Issuer, Arch Coal, Arch Western or any Subsidiary Guarantor to
         obtain any consent, approval, authorization, filing with or order of
         any court or governmental agency or body in connection with the
         transactions contemplated by the Transaction Documents, except such as
         will be obtained under the Act, the Trust Indenture Act, and as may be
         required under the blue sky or securities laws of any jurisdiction in
         connection with the purchase and sale of the Notes by the Initial
         Purchasers in the manner contemplated in the Purchase Agreement, the
         Final Memorandum and the Registration Rights Agreement and such other
         approvals and filings as have been previously obtained or made and in
         full force and effect.

                  (xvi) the documents of the Company incorporated by reference
         in the Final Memorandum, as described in the Final Memorandum under the
         heading "Where You Can Find More Information" (other than the financial
         statements and supporting schedules and other financial and statistical
         data included therein or omitted therefrom, as to which we express no
         opinion), when they were filed with the Commission, complied as to form
         in all material respects with the requirements of the Exchange Act.

                  (xvii) neither the Issuer nor any Subsidiary Guarantor is, and
         upon the issuance and sale of the Securities as contemplated by the
         Transaction Documents and the application of the net proceeds therefrom
         as described in the Final Memorandum will be, an "investment company"
         or an entity "controlled" "by an investment company", as such terms are
         defined in the Investment Company Act.

                  (xviii) assuming the accuracy of the representations and
         warranties and compliance with the agreements contained herein, no
         registration of the Securities under the Act, and no qualification of
         an indenture under the Trust Indenture Act, are required for the offer
         and sale by the Initial Purchasers of the Securities in the manner
         contemplated by the Purchase Agreement.

                  Such counsel shall also state that while it is not opining as
to factual matters and is not passing upon and does not assume any
responsibility for the accuracy, completeness or fairness of the information
included in the Final Memorandum and assumes the correctness and completeness of
the information included in the Final Memorandum and has made no independent
investigation or verification of such information, except as set forth in
paragraphs (x) and (xi) above, that on the basis of its review of the Final
Memorandum and its participation in its preparation, nothing has come to its
attention that causes it to believe that the Final Memorandum (except for
financial statements and supporting schedules and other financial and reserve
data included therein or omitted therefrom, as to which it need not make any
statement) at the Execution Time and the Closing Time included an untrue
statement of a material fact or


                                       20


omitted to state a material fact necessary in order to make the statements
therein, in the light of the circumstances under which they were made, not
misleading.

                  In rendering such opinion, such counsel may rely (A) as to
matters involving the application of laws of any jurisdiction other than the
State of Delaware, the State of New York or the Federal laws of the United
States, to the extent they deem proper and specified in such opinion, upon the
opinion of other counsel of good standing whom they believe to be reliable and
who are satisfactory to counsel for the Initial Purchasers; and (B) as to
matters of fact, to the extent they deem proper, on certificates of responsible
officers of the Company and public officials. References to the Final Memorandum
in Section 6(a) and Section (b) include any amendment or supplement thereto at
the Closing Date.

                  (c) The Representatives shall have received from Shearman &
Sterling LLP, counsel for the Initial Purchasers, such opinion or opinions,
dated the Closing Date and addressed to the Representatives, with respect to the
issuance and sale of the Securities, the Indenture, the Registration Rights
Agreement, the Final Memorandum (as amended or supplemented at the Closing Date)
and other related matters as the Representatives may reasonably require, and the
Company shall have furnished to such counsel such documents as they request for
the purpose of enabling them to pass upon such matters.

                  (d) The Company shall have furnished to the Representatives a
certificate of the Company, signed by the Chief Executive Officer and the Chief
Financial Officer of the Company, dated the Closing Date, to the effect that the
signers of such certificate have carefully examined the Final Memorandum, any
amendment or supplement to the Final Memorandum and this Agreement and that:

                  (i) the representations and warranties of each of the Issuer
         and the Guarantors in this Agreement are true and correct in all
         material respects on and as of the Closing Date with the same effect as
         if made on the Closing Date, and the Company has complied with all the
         agreements and satisfied all the conditions on its part to be performed
         or satisfied hereunder at or prior to the Closing Date; and

                  (ii) since the date of the most recent financial statements
         included in the Final Memorandum (exclusive of any amendment or
         supplement thereto), there has been no material adverse change in the
         condition (financial or otherwise), prospects, earnings, business or
         properties of (A) the Company and its subsidiaries, taken as a whole,
         or (B) Arch Western and its subsidiaries, taken as a whole, whether or
         not arising from transactions in the ordinary course of business,
         except as set forth in or contemplated by the Final Memorandum
         (exclusive of any amendment or supplement thereto).

                  (e) At the Execution Time and at the Closing Date, the Company
shall have requested and caused Ernst & Young LLP to furnish to the
Representatives letters, dated respectively as of the Execution Time and as of
the Closing Date, in form and substance satisfactory to the Representatives,
confirming that they are independent accountants within the meaning of the Act
and the Exchange Act, that they have performed a review of the unaudited interim
consolidated financial information of the Company and Arch Western,
respectively, for the six-month period ended June 30, 2004 and as at June 30,
2004, and stating in effect that:



                                       21


                  (i) in their opinion the (A) audited financial statements and
         pro forma financial statements of the Company and (B) audited financial
         statements of Arch Western, included in the Final Memorandum and
         reported on by them, comply in form in all material respects with the
         applicable accounting requirements of the Exchange Act;

                  (ii) on the basis of a reading of the latest unaudited
         consolidated financial statements made available by the Company and
         Arch Western; their limited review in accordance with the standards
         established under Statement on Auditing Standards No. 100, of the
         unaudited interim financial information for the six-month period ended
         June 30, 2004 and as at June 30, 2004; carrying out certain specified
         procedures (but not an examination in accordance with generally
         accepted auditing standards) which would not necessarily reveal matters
         of significance with respect to the comments set forth in such letter;
         a reading of the minutes of the meetings of the stockholders, directors
         and members, as applicable, and of the Audit Committee, Finance
         Committee, Personnel and Compensation Committee and Directors Committee
         of the Company and its subsidiaries; and inquiries of certain officials
         of the Company and Arch Western who have responsibility for financial
         and accounting matters of the Company and its subsidiaries and Arch
         Western and its subsidiaries, as to transactions and events subsequent
         to December 31, 2003, nothing came to their attention which caused them
         to believe that:

                           (1) any unaudited financial statements included in
                  the Final Memorandum do not comply in form in all material
                  respects with applicable accounting requirements and with the
                  published rules and regulations of the Commission with respect
                  to financial statements included or incorporated in quarterly
                  reports on Form 10-Q under the Exchange Act; and said
                  unaudited financial statements are not in conformity with
                  generally accepted accounting principles applied on a basis
                  substantially consistent with that of the audited financial
                  statements included in the Final Memorandum; or

                           (2) with respect to the period subsequent to June 30,
                  2004, there were any changes, at a specified date not more
                  than five days prior to the date of the letter, (i) in the
                  long-term debt of the Company and its subsidiaries or capital
                  stock of the Company or decreases in the stockholders' equity
                  of the Company or net current assets of the Company as
                  compared with the amounts shown on the June 30, 2004
                  consolidated balance sheet included in the Final Memorandum,
                  or for the period from July 1, 2004 to such specified date
                  there were any decreases, as compared with the corresponding
                  period in the preceding year in income from operations or in
                  total or per share amounts of net income of the Company and
                  its subsidiaries; or (ii) in the long-term debt of Arch
                  Western and its subsidiaries or membership interests of Arch
                  Western or net current assets of Arch Western as compared with
                  amounts shown on the June 30, 2004 consolidated balance sheet
                  included in the Final Memorandum, or for the period from July
                  1, 2004 to such specified date there were any decreases, as
                  compared with the corresponding period in the proceeding year,
                  in income from operations or in net income of Arch Western and
                  its subsidiaries except in all instances for changes or
                  decreases set forth in the Final Memorandum; or



                                       22


                           (3) the information included under the headings "Arch
                  Western Selected Consolidated Financial and Operating Data"
                  and "Arch Coal Selected Consolidated Financial and Operating
                  Data" is not in conformity with the disclosure requirements of
                  Regulation S-K;

                           (4) on the basis of a reading of the unaudited pro
                  forma financial statements included in the Final Memorandum
                  (the "pro forma financial statements"); carrying out certain
                  specified procedures; inquiries of certain officials of the
                  Company who have responsibility for financial and accounting
                  matters; and proving the arithmetic accuracy of the
                  application of the pro forma adjustments to the historical
                  amounts in the pro forma financial statements, nothing came to
                  their attention which caused them to believe that the pro
                  forma financial statements do not comply as to form in all
                  material respects with the applicable accounting requirements
                  of Rule 11-02 of Regulation S-X or that the pro forma
                  adjustments have not been properly applied to the historical
                  amounts in the compilation of such statements; or

                  (iii) they have performed certain other specified procedures
         as a result of which they determined that certain information of an
         accounting, financial or statistical nature (which is limited to
         accounting, financial or statistical information derived from the
         general accounting records of the Company and its subsidiaries) set
         forth in the Final Memorandum in the Final Memorandum, agrees with the
         accounting records of the Company and its subsidiaries, excluding any
         questions of legal interpretation.

                  References to the Final Memorandum in this Section 6(e)
         include any amendment or supplement thereto at the date of the
         applicable letter.

                  (f) At the Execution Time and at the Closing Date, the Company
shall have requested and caused Ernst & Young LLP to furnish to the
Representatives letters, dated respectively as of the Execution Time and as of
the Closing Date, in form and substance satisfactory to the Representatives,
confirming that they are independent accountants within the meaning of the Act
and the Exchange Act, that they have performed a review of the unaudited interim
consolidated financial information of Canyon Fuel for the six-month period ended
June 30, 2004 and as at June 30, 2004, and stating in effect that:

                  (i) in their opinion the audited financial statements of
         Canyon Fuel included in the Final Memorandum and reported on by them
         comply in form in all material respects with the applicable accounting
         requirements of the Exchange Act;

                  (ii) on the basis of a reading of the latest unaudited
         consolidated financial statements made available by Canyon Fuel their
         limited review in accordance with the standards established under
         Statement on Auditing Standards No. 100, of the unaudited interim
         financial information for the six-month period ended June 30, 2004 and
         as at June 30, 2004; carrying out certain specified procedures (but not
         an examination in accordance with generally accepted auditing
         standards) which would not necessarily reveal matters of significance
         with respect to the comments set forth in such letter; a reading of the
         minutes of the meetings of the directors; and inquiries of certain
         officials of Canyon Fuel who have responsibility for financial and
         accounting matters of Canyon Fuel and its



                                       23


         subsidiaries, as to transactions and events subsequent to December 31,
         2003, nothing came to their attention which caused them to believe
         that:

                           (1) any unaudited financial statements included in
                  the Final Memorandum do not comply in form in all material
                  respects with applicable accounting requirements and with the
                  published rules and regulations of the Commission with respect
                  to financial statements included or incorporated in quarterly
                  reports on Form 10-Q under the Exchange Act; and said
                  unaudited financial statements are not in conformity with
                  generally accepted accounting principles applied on a basis
                  substantially consistent with that of the audited financial
                  statements included in the Final Memorandum; or

                           (2) with respect to the period subsequent to June 30,
                  2004, there were any changes, at a specified date not more
                  than five days prior to the date of the letter, in the
                  long-term debt of Canyon Fuel or decreases in the members'
                  equity of the Canyon Fuel or net current assets of the Canyon
                  Fuel as compared with the amounts shown on the June 30, 2004
                  consolidated balance sheet included in the Final Memorandum,
                  or for the period from July 1, 2004 to such specified date
                  there were any decreases, as compared with the corresponding
                  period in the preceding year in net revenue, income before
                  extraordinary items or in net income of Canyon Fuel and its
                  subsidiaries; or

                  (iii) they have performed certain other specified procedures
         as a result of which they determined that certain information of an
         accounting, financial or statistical nature (which is limited to
         accounting, financial or statistical information derived from the
         general accounting records of the Canyon Fuel and its subsidiaries) set
         forth in the Final Memorandum in the Final Memorandum, agrees with the
         accounting records of the Canyon Fuel and its subsidiaries, excluding
         any questions of legal interpretation.

         References to the Final Memorandum in this Section 6(f) include any
         amendment or supplement thereto at the date of the applicable letter.

                  (g) At the Execution Time and at the Closing Date, the Company
shall have requested and caused PricewaterhouseCoopers LLP to furnish to the
Representatives letters, dated respectively as of the Execution Time and as of
the Closing Date, in form and substance satisfactory to the Representatives,
confirming that they are independent accountants within the meaning of the Act
and the Exchange Act, that they have performed a review of the unaudited interim
consolidated financial information of Vulcan for the six-month period ended June
30, 2004 and as at June 30, 2004, and stating in effect that:

                  (i) in their opinion the audited financial statements of
         Vulcan included in the Final Memorandum and reported on by them comply
         in form in all material respects with the applicable accounting
         requirements of the Exchange Act;

                  (ii) on the basis of a reading of the latest unaudited
         consolidated financial statements made available by Vulcan; their
         limited review in accordance with the standards established under
         Statement on Auditing Standards No. 100, of the unaudited interim
         financial information for the six-month period ended June 30, 2004 and
         as at June 30, 2004; carrying out certain specified procedures (but not
         an examination in accordance



                                       24


         with generally accepted auditing standards) which would not necessarily
         reveal matters of significance with respect to the comments set forth
         in such letter; a reading of the minutes of the meetings of the
         stockholders and directors; and inquiries of certain officials of
         Vulcan who have responsibility for financial and accounting matters of
         Vulcan and its subsidiaries, as to transactions and events subsequent
         to June 30, 2004, nothing came to their attention which caused them to
         believe that:

                           (1) any unaudited financial statements included in
                  the Final Memorandum do not comply in form in all material
                  respects with applicable accounting requirements and with the
                  published rules and regulations of the Commission with respect
                  to financial statements included or incorporated in quarterly
                  reports on Form 10-Q under the Exchange Act; and said
                  unaudited financial statements are not in conformity with
                  generally accepted accounting principles applied on a basis
                  substantially consistent with that of the audited financial
                  statements included in the Final Memorandum; or

                           (2) with respect to the period subsequent to June 30,
                  2004, there were any changes, at a specified date not more
                  than five days prior to the date of the letter, in the
                  long-term debt of Vulcan and its subsidiaries or capital stock
                  of Vulcan or decreases in the stockholders' equity of the
                  Vulcan or net current assets of the Vulcan as compared with
                  the amounts shown on the June 30, 2004 consolidated balance
                  sheet included in the Final Memorandum, or for the period from
                  July 1, 2004 to such specified date there were any decreases,
                  as compared with the corresponding period in the preceding
                  year in income from operations or in total or per share
                  amounts of net income of Vulcan and its subsidiaries; or

                  (iii) they have performed certain other specified procedures
         as a result of which they determined that certain information of an
         accounting, financial or statistical nature (which is limited to
         accounting, financial or statistical information derived from the
         general accounting records of the Vulcan and its subsidiaries) set
         forth in the Final Memorandum in the Final Memorandum, agrees with the
         accounting records of the Vulcan and its subsidiaries, excluding any
         questions of legal interpretation.

         References to the Final Memorandum in this Section 6(g) include any
         amendment or supplement thereto at the date of the applicable letter.

                  (h) Subsequent to the Execution Time or, if earlier, the dates
as of which information is given in the Final Memorandum (exclusive of any
amendment or supplement thereto), there shall not have been (i) any change or
decrease specified in the letter or letters referred to in paragraphs (e), (f)
and (g) of this Section 6; or (ii) any change, or any development involving a
prospective change, in or affecting the condition (financial or otherwise),
prospects, earnings, business or properties of (i) the Company and its
subsidiaries, taken as a whole, or (ii) Arch Western and its subsidiaries, taken
as a whole, whether or not arising from transactions in the ordinary course of
business, except as set forth in or contemplated in the Final Memorandum
(exclusive of any amendment or supplement thereto) the effect of which, in any
case referred to in clause (i) or (ii) above, is, in the sole judgment of the
Representatives, so material and adverse as to make it impractical or
inadvisable to proceed with the offering, sale or delivery of the Securities as
contemplated by the Final Memorandum (exclusive of any amendment or supplement
thereto).



                                       25


                  (i) The Securities shall have been designated as
PORTAL-eligible securities in accordance with the rules and regulations of the
NASD, and the Securities shall be eligible for clearance and settlement through
The Depository Trust Company.

                  (j) Subsequent to the Execution Time, there shall not have
been any decrease in the rating of any of the Company's debt securities or Arch
Western's debt securities by any "nationally recognized statistical rating
organization" (as defined for purposes of Rule 436(g) under the Act) or any
notice given of any intended or potential decrease in any such rating or of a
possible change in any such rating that does not indicate the direction of the
possible change.

                  (k) Prior to the Closing Date, the Issuer, the Company and the
Guarantors shall have furnished to the Representatives such further consents,
waivers, information, certificates and documents as the Representatives may
reasonably request.

                  If any of the conditions specified in this Section 6 shall not
have been fulfilled in all material respects when and as provided in this
Agreement, or if any of the opinions and certificates mentioned above or
elsewhere in this Agreement shall not be in all material respects reasonably
satisfactory in form and substance to the Representatives and counsel for the
Initial Purchasers, this Agreement and all obligations of the Initial Purchasers
hereunder may be canceled at, or at any time prior to, the Closing Date by the
Representatives. Notice of such cancellation shall be given to the Company in
writing or by telephone or facsimile confirmed in writing.

                  The documents required to be delivered by this Section 6 will
be delivered at the office of counsel for the Initial Purchasers, at Shearman &
Sterling LLP, 599 Lexington Avenue, New York, New York 10022-6069, on the
Closing Date.

                  7. Reimbursement of Expenses. If the sale of the Securities
provided for herein is not consummated because any condition to the obligations
of the Initial Purchasers set forth in Section 6 hereof is not satisfied,
because of any termination pursuant to Section 10 hereof or because of any
refusal, inability or failure on the part of the Issuer, the Company or any
Guarantor to perform any agreement herein or comply with any provision hereof
other than by reason of a default by any of the Initial Purchasers, each of the
Issuer, the Company and the Guarantors, jointly and severally, agrees that it
will reimburse the Initial Purchasers severally through Citigroup Global Markets
Inc. on demand for all out-of-pocket expenses (including reasonable fees and
disbursements of counsel) that shall have been incurred by them in connection
with the proposed purchase and sale of the Securities.

                  8. Indemnification and Contribution. (a) Each of the Issuer,
the Company and the Guarantors, jointly and severally, agrees to indemnify and
hold harmless each Initial Purchaser, the affiliates, directors, officers,
employees and agents of each Initial Purchaser and each person who controls any
Initial Purchaser within the meaning of either the Act or the Exchange Act
against any and all losses, claims, damages or liabilities, joint or several, to
which they or any of them may become subject under the Act, the Exchange Act or
other Federal or state statutory law or regulation, at common law or otherwise,
insofar as such losses, claims, damages or liabilities (or actions in respect
thereof) arise out of or are based upon any untrue statement or alleged untrue
statement of a material fact contained in the Preliminary Memorandum, the Final
Memorandum (or in any supplement or amendment thereto) or any information
provided by the Issuer or any Guarantor to any holder or prospective purchaser
of


                                       26


Securities pursuant to Section 5(h), or in any amendment thereof or received by
it supplement thereto, or arise out of or are based upon the omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading, and agrees to reimburse each such
indemnified party, as incurred, for any legal or other expenses reasonably
incurred by them in connection with investigating or defending any such loss,
claim, damage, liability or action; provided, however, that neither the Issuer,
nor the Company nor any Guarantor will be liable in any such case to the extent
that any such loss, claim, damage or liability arises out of or is based upon
any such untrue statement or alleged untrue statement or omission or alleged
omission made in the Preliminary Memorandum or the Final Memorandum, or in any
amendment thereof or supplement thereto, in reliance upon and in conformity with
written information furnished to the Issuer, the Company or any Guarantor by or
on behalf of any Initial Purchasers through the Representatives specifically for
inclusion therein. This indemnity agreement will be in addition to any liability
which the Issuer, the Company or any Guarantor may otherwise have.

                  (b) Each Initial Purchaser severally and not jointly agrees to
indemnify and hold harmless the Issuer, the Company and the Guarantors, each of
their respective directors, each of their respective officers, and each person
who controls the Issuer, the Company or any Guarantor within the meaning of
either the Act or the Exchange Act, to the same extent as the foregoing
indemnity from each of the Issuer, the Company and the Guarantors to each
Initial Purchaser, but only with reference to written information relating to
such Initial Purchaser furnished to the Issuer, the Company or any Guarantor by
or on behalf of such Initial Purchaser through the Representatives specifically
for inclusion in the Preliminary Memorandum or the Final Memorandum (or in any
amendment or supplement thereto). This indemnity agreement will be in addition
to any liability which any Initial Purchaser may otherwise have. Each of the
Issuer, the Company and the Guarantors acknowledges that the statements set
forth in the paragraph related to stabilization, syndicate covering transactions
and penalty bids on page 141 of the Preliminary Memorandum and the Final
Memorandum, constitute the only information furnished in writing by or on behalf
of the Initial Purchasers for inclusion in the Preliminary Memorandum or the
Final Memorandum (or in any amendment or supplement thereto).

                  (c) Promptly after receipt by an indemnified party under this
Section 8 of notice of the commencement of any action, such indemnified party
will, if a claim in respect thereof is to be made against the indemnifying party
under this Section 8, notify the indemnifying party in writing of the
commencement thereof; but the failure so to notify the indemnifying party (i)
will not relieve it from liability under paragraph (a) or (b) above unless and
to the extent it did not otherwise learn of such action and such failure results
in the forfeiture by the indemnifying party of substantial rights and defenses;
and (ii) will not, in any event, relieve the indemnifying party from any
obligations to any indemnified party other than the indemnification obligation
provided in paragraph (a) or (b) above. The indemnifying party shall be entitled
to appoint counsel of the indemnifying party's choice at the indemnifying
party's expense to represent the indemnified party in any action for which
indemnification is sought (in which case the indemnifying party shall not
thereafter be responsible for the fees and expenses of any separate counsel
retained by the indemnified party or parties except as set forth below);
provided, however, that such counsel shall be satisfactory to the indemnified
party. Notwithstanding the indemnifying party's election to appoint counsel to
represent the indemnified party in an action, the indemnified party shall have
the right to employ separate counsel (including local counsel), and the
indemnifying party shall bear the reasonable fees,




                                       27


costs and expenses of such separate counsel if (i) the use of counsel chosen by
the indemnifying party to represent the indemnified party would present such
counsel with a conflict of interest; (ii) the actual or potential defendants in,
or targets of, any such action include both the indemnified party and the
indemnifying party and the indemnified party shall have reasonably concluded
that there may be legal defenses available to it and/or other indemnified
parties which are different from or additional to those available to the
indemnifying party; (iii) the indemnifying party shall not have employed counsel
satisfactory to the indemnified party to represent the indemnified party within
a reasonable time after notice of the institution of such action; or (iv) the
indemnifying party shall authorize the indemnified party to employ separate
counsel at the expense of the indemnifying party. An indemnifying party will
not, without the prior written consent of the indemnified parties, settle or
compromise or consent to the entry of any judgment with respect to any pending
or threatened claim, action, suit or proceeding in respect of which
indemnification or contribution may be sought hereunder (whether or not the
indemnified parties are actual or potential parties to such claim or action)
unless such settlement, compromise or consent includes an unconditional release
of each indemnified party from all liability arising out of such claim, action,
suit or proceeding and does not involve any statement as to or any admission of
fault, culpability or failure to act by or on behalf of any indemnified party.

                  (d) In the event that the indemnity provided in paragraph (a)
or (b) of this Section 8 is unavailable to or insufficient to hold harmless an
indemnified party for any reason, the Issuer, the Company, the Guarantors and
the Initial Purchasers agree to contribute to the aggregate losses, claims,
damages and liabilities (including legal or other expenses reasonably incurred
in connection with investigating or defending same) (collectively "Losses") to
which the Issuer, the Company, the Guarantors and one or more of the Initial
Purchasers may be subject in such proportion as is appropriate to reflect the
relative benefits received by the Issuer, the Company and the Guarantors, taken
as a whole, on the one hand and by the Initial Purchasers on the other from the
offering of the Securities; provided, however, that in no case shall any Initial
Purchaser (except as may be provided in any agreement among the Initial
Purchasers relating to the offering of the Securities) be responsible for any
amount in excess of the purchase discount or commission applicable to the
Securities purchased by such Initial Purchaser hereunder. If the allocation
provided by the immediately preceding sentence is unavailable for any reason,
the Issuer, the Company, the Guarantors and the Initial Purchasers shall
contribute in such proportion as is appropriate to reflect not only such
relative benefits but also the relative fault of the Issuer, the Company and the
Guarantor, taken as a whole, on the one hand and of the Initial Purchasers on
the other in connection with the statements or omissions which resulted in such
Losses, as well as any other relevant equitable considerations. Benefits
received by each of the Issuer, the Company and the Guarantors shall be deemed
to be equal to the total net proceeds from the offering (before deducting
expenses) received by the Issuer, the Company and the Guarantors, taken as a
whole, and benefits received by the Initial Purchasers shall be deemed to be
equal to the total purchase discounts and commissions. Relative fault shall be
determined by reference to, among other things, whether any untrue or any
alleged untrue statement of a material fact or the omission or alleged omission
to state a material fact relates to information provided by the Issuer, the
Company and the Guarantors, taken as a whole, on the one hand or the Initial
Purchasers on the other, the intent of the parties and their relative knowledge,
access to information and opportunity to correct or prevent such untrue
statement or omission. The Issuer, the Company, the Guarantors and the Initial
Purchasers agree that it would not be just and equitable if contribution were
determined by pro rata allocation or any other method of allocation


                                       28


which does not take account of the equitable considerations referred to above.
Notwithstanding the provisions of this paragraph (d), no person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the Act)
shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation. For purposes of this Section 8, each person who
controls an Initial Purchaser within the meaning of either the Act or the
Exchange Act and each affiliate, director, officer, employee and agent of an
Initial Purchaser shall have the same rights to contribution as such Initial
Purchaser, and each person who controls the Issuer, the Company or any Guarantor
within the meaning of either the Act or the Exchange Act and each respective
officer and director of each of the Issuer, the Company and the Guarantors shall
have the same rights to contribution as each of the Issuer, the Company and the
Guarantors, subject in each case to the applicable terms and conditions of this
paragraph (d). The Initial Purchasers' obligations in this Section 8 to
contribute are several in proportion to their respective underwriting
obligations and not joint.

                  9. Default by an Initial Purchaser. If any one or more Initial
Purchasers shall fail to purchase and pay for any of the Securities agreed to be
purchased by such Initial Purchaser hereunder and such failure to purchase shall
constitute a default in the performance of its or their obligations under this
Agreement, the remaining Initial Purchasers shall be obligated severally to take
up and pay for (in the respective proportions which the principal amount of
Securities set forth opposite their names in Schedule I hereto bears to the
aggregate principal amount of Securities set forth opposite the names of all the
remaining Initial Purchasers) the Securities which the defaulting Initial
Purchaser or Initial Purchasers agreed but failed to purchase; provided,
however, that in the event that the aggregate principal amount of Securities
which the defaulting Initial Purchaser or Initial Purchasers agreed but failed
to purchase shall exceed 10% of the aggregate principal amount of Securities set
forth in Schedule I hereto, the remaining Initial Purchasers shall have the
right to purchase all, but shall not be under any obligation to purchase any, of
the Securities, and if such nondefaulting Initial Purchasers do not purchase all
the Securities, this Agreement will terminate without liability to any
nondefaulting Initial Purchaser, the Issuer, the Company or any Guarantor. In
the event of a default by any Initial Purchaser as set forth in this Section 9,
the Closing Date shall be postponed for such period, not exceeding five Business
Days, as the Representatives shall determine in order that the required changes
in the Final Memorandum or in any other documents or arrangements may be
effected. Nothing contained in this Agreement shall relieve any defaulting
Initial Purchaser of its liability, if any, to the Issuer, the Company, any
Guarantor or any nondefaulting Initial Purchaser for damages occasioned by its
default hereunder.

                  10. Termination. This Agreement shall be subject to
termination in the absolute discretion of the Representatives, by notice given
to the Company prior to delivery of and payment for the Securities, if at any
time prior to such time (i) trading in the Company's securities shall have been
suspended by the Commission or the New York Stock Exchange or trading in
securities generally on the New York Stock Exchange shall have been suspended or
limited or minimum prices shall have been established on such Exchange; (ii) a
banking moratorium shall have been declared either by Federal or New York State
authorities; or (iii) there shall have occurred any outbreak or escalation of
hostilities, declaration by the United States of a national emergency or war or
other calamity or crisis the effect of which on financial markets is such as to
make it, in the sole judgment of the Representatives, impracticable or
inadvisable to proceed with the offering or delivery of the Securities as
contemplated by the Final Memorandum (exclusive of any amendment or supplement
thereto).



                                       29


                  11. Representations and Indemnities to Survive. The respective
agreements, representations, warranties, indemnities and other statements of
each of the Issuer, the Company, the Guarantors or their respective officers and
of the Initial Purchasers set forth in or made pursuant to this Agreement will
remain in full force and effect, regardless of any investigation made by or on
behalf of the Initial Purchasers or the Issuer, the Company, any Guarantor or
any of the officers, directors or controlling persons referred to in Section 8
hereof, and will survive delivery of and payment for the Securities. The
provisions of Sections 7 and 8 hereof shall survive the termination or
cancellation of this Agreement.

                  12. Notices. All communications hereunder will be in writing
and effective only on receipt, and, if sent to the Representatives, will be
mailed, delivered or telefaxed to the Citigroup Global Markets Inc., General
Counsel (fax no.: (212) 816-7912) and confirmed to the General Counsel Citigroup
Global Markets Inc., at 388 Greenwich Street, New York, New York 10013,
Attention: General Counsel; or, if sent to the Issuer, the Company or any
Guarantor, will be mailed, delivered or telefaxed and confirmed to it at Arch
Coal Inc., CityPlace One, Suite 300, St. Louis, Missouri 63141, Attention:
General Counsel (fax no.: (314) 994-2734).

                  13. Successors. This Agreement will inure to the benefit of
and be binding upon the parties hereto and their respective successors and the
officers and directors and controlling persons referred to in Section 8 hereof,
and, except as expressly set forth in Section 5(h) hereof, no other person will
have any right or obligation hereunder.

                  14. Applicable Law. This Agreement will be governed by and
construed in accordance with the laws of the State of New York applicable to
contracts made and to be performed within the State of New York.

                  15. Counterparts. This Agreement may be executed in one or
more counterparts, each of which shall constitute an original and all of which
together shall constitute one and the same instrument.

                  16. Headings. The section headings used herein are for
convenience only and shall not affect the construction hereof.

                  17. Definitions. The terms which follow, when used in this
Agreement, shall have the meanings indicated.

                  "Act" shall mean the Securities Act of 1933, as amended, and
the rules and regulations of the Commission promulgated thereunder.

                  "Affiliate" shall have the meaning specified in Rule 501(b) of
Regulation D.

                  "Business Day" shall mean any day other than a Saturday, a
Sunday or a legal holiday or a day on which banking institutions or trust
companies are authorized or obligated by law to close in The City of New York.

                  "Commission" shall mean the Securities and Exchange
Commission.

                  "Exchange Act" shall mean the Securities Exchange Act of 1934,
as amended, and the rules and regulations of the Commission promulgated
thereunder.



                                       30


                  "Execution Time" shall mean, the date and time that this
Agreement is executed and delivered by the parties hereto.

                  "Investment Company Act" shall mean the Investment Company Act
of 1940, as amended, and the rules and regulations of the Commission promulgated
thereunder.

                  "NASD" shall mean the National Association of Securities
Dealers, Inc.

                   "Preferred Return" shall have the meaning ascribed to it in
the Limited Liability Company Agreement of Arch Western Resources, LLC, dated as
of June 1, 1998, between Delta Housing Corporation and Arch Western Acquisition
Corporation.

                  "Regulation D" shall mean Regulation D under the Act.

                  "Regulation S" shall mean Regulation S under the Act.

                  "Repayment Event" shall mean any event or condition which
gives the holder of any note, debenture or other evidence of indebtedness (or
any person acting on such holder's behalf) the right to require the repurchase,
redemption or repayment of all or a portion of such indebtedness by the Company
or any of its subsidiaries.

                  "Subsidiary" shall mean a "significant subsidiary" as such
term is defined in Rule 1-02 of Regulation S-X promulgated under the Act (each,
a "Subsidiary" and, collectively, the "Subsidiaries")

                  "subsidiary" of a specified person shall mean an affiliate
controlled by such person directly, or indirectly through one or more
intermediaries.

                  "Transaction Documents" shall mean, collectively, this
Agreement, the Indenture, the Registration Rights Agreement, the Pledge
Agreement and the Company Notes.

                  "Trust Indenture Act" shall mean the Trust Indenture Act of
1939, as amended, and the rules and regulations of the Commission promulgated
thereunder.




                                       31


                  If the foregoing is in accordance with your understanding of
our agreement, please sign and return to us the enclosed duplicate hereof,
whereupon this Agreement and your acceptance shall represent a binding agreement
among the Issuer, the Company, the Guarantors and the several Initial
Purchasers.

                                                   Very truly yours,




                                                
ARCH WESTERN FINANCE, LLC                          ARCH COAL, INC.


By:    /s/ JAMES E. FLORCZAK                       By:   /s/ JAMES E. FLORCZAK
   -----------------------------------                  ----------------------------------
Name:    James E. Florczak                         Name:  James E. Florczak
Title:   Vice President and Treasurer              Title: Treasurer

ARCH WESTERN RESOURCES, LLC                        THUNDER BASIN COAL COMPANY, L.L.C.


By:    /s/ JAMES E. FLORCZAK                       By:    /s/ JAMES E. FLORCZAK
   -----------------------------------                  -----------------------------------
Name:  James E. Florczak                           Name:  James E. Florczak
Title: Vice President and Treasurer                Title: Vice President and Treasurer

MOUNTAIN COAL COMPANY, L.L.C.                      ARCH OF WYOMING, LLC


By:    /s/ JAMES E. FLORCZAK                       By:  /s/ JAMES E. FLORCZAK
   -----------------------------------                  -----------------------------------
Name:  James E. Florczak                           Name:  James E. Florczak
Title: Vice President and Treasurer                Title: Vice President and Treasurer

TRITON COAL COMPANY, LLC                           ARCH WESTERN BITUMINOUS GROUP, LLC


By:    /s/ JAMES E. FLORCZAK                       By:  /s/ JAMES E. FLORCZAK
   -----------------------------------                  -----------------------------------
Name:  James E. Florczak                           Name:  James E. Florczak
Title: Vice President and Treasurer                Title: Vice President and Treasurer




                                       32






The foregoing Agreement is hereby
confirmed and accepted as of the
date first above written.

CITIGROUP GLOBAL MARKETS INC.
J.P. MORGAN SECURITIES INC.
MORGAN STANLEY & CO. INCORPORATED

By:  Citigroup Global Markets Inc.

By:   /s/ WHITNER MARSHALL
   ----------------------------
   Name:  Whitner Marshall
   Title: Director

For themselves and the other several
Initial Purchasers named in
Schedule I to the foregoing Agreement.



                                       33





                                   SCHEDULE I



                                                                             Principal Amount of
                                                                                 Securities
          Initial Purchasers                                                  to Be Purchased
          ------------------                                                  ------------------
                                                                           
Citigroup Global Markets Inc. .........................................          $ 70,000,000
J.P. Morgan Securities Inc. ...........................................            70,000,000
Morgan Stanley & Co. Incorporated .....................................            35,000,000
PNC Capital Markets, Inc. .............................................            20,000,000
Wachovia Capital Markets, LLC .........................................            17,500,000
BNP Paribas Securities Corp. ..........................................             7,500,000
BNY Capital Markets, Inc. .............................................             7,500,000
Calyon Securities (USA) Inc. ..........................................             7,500,000
NatCity Investments, Inc. .............................................             7,500,000
Piper Jaffray & Co. ...................................................             7,500,000
                                                                                 ------------

         Total.........................................................          $250,000,000
                                                                                 ============






                                   SCHEDULE II



Subsidiary Guarantors                                                      Jurisdiction of Organization
- ---------------------                                                      ----------------------------
                                                                        
Arch of Wyoming, LLC                                                                 Delaware
Mountain Coal Company, L.L.C.                                                        Delaware
Thunder Basin Coal Company, L.L.C.                                                   Delaware
Triton Coal Company, LLC                                                             Delaware
Arch Western Bituminous Group, LLC                                                   Delaware






                                                                       EXHIBIT A

                       Selling Restrictions for Offers and
                         Sales outside the United States


                  (1)(a) The Securities have not been and will not be registered
under the Act and may not be offered or sold within the United States or to, or
for the account or benefit of, U.S. persons except in accordance with Regulation
S under the Act or pursuant to an exemption from the registration requirements
of the Act. Each Initial Purchaser represents and agrees that, except as
otherwise permitted by Section 4(a) of the Agreement to which this is an
exhibit, it has offered and sold the Securities, and will offer and sell the
Securities, (i) as part of their distribution at any time; and (ii) otherwise
until 40 days after the later of the commencement of the offering and the
Closing Date, only in accordance with Rule 903 of Regulation S under the Act.
Accordingly, each Initial Purchaser represents and agrees that neither it, nor
any of its Affiliates nor any person acting on its or their behalf has engaged
or will engage in any directed selling efforts with respect to the Securities,
and that it and they have complied and will comply with the offering
restrictions requirement of Regulation S. Each Initial Purchaser agrees that, at
or prior to the confirmation of sale of Securities (other than a sale of
Securities pursuant to Section 4(a) of the Agreement to which this is an
exhibit), it shall have sent to each distributor, dealer or person receiving a
selling concession, fee or other remuneration that purchases Securities from it
during the distribution compliance period a confirmation or notice to
substantially the following effect:

                  "The Securities covered hereby have not been registered under
         the U.S. Securities Act of 1933 (the "Act") and may not be offered or
         sold within the United States or to, or for the account or benefit of,
         U.S. persons (i) as part of their distribution at any time or (ii)
         otherwise until 40 days after the later of the commencement of the
         offering and [specify closing date of the offering], except in either
         case in accordance with Regulation S or Rule 144A under the Act. Terms
         used above have the meanings given to them by Regulation S."

                  (b) Each Initial Purchaser also represents and agrees that it
has not entered and will not enter into any contractual arrangement with any
distributor with respect to the distribution of the Securities, except with its
Affiliates or with the prior written consent of the Company.

                  (c) Terms used in this section have the meanings given to them
by Regulation S.

                  (2) Each Initial Purchaser represents and agrees that (i) it
has not offered or sold and, prior to the date six months after the date of
issuance of the Securities, will not offer or sell any Securities to persons in
the United Kingdom except to persons whose ordinary activities involve them in
acquiring, holding, managing or disposing of investments (as principal or as
agent) for the purposes of their businesses or otherwise in circumstances which
have not resulted and will not result in an offer to the public in the United
Kingdom within the meaning of the Public Offers of Securities Regulations 1995;
(ii) it has complied and will comply with all applicable provisions of the
Financial Services and Markets Act 2000 ("FMSA") with respect to anything done
by it in relation to the Securities in, from or otherwise involving the United


                                       A-1


Kingdom; and (iii) it has only communicated and will only communicate or cause
to be communicated any invitation or inducement to engage in investment activity
(within the meaning of Section 21 of the FMSA) received by it in connection with
the issue or sale of any Securities in which Section 21(1) of the FMSA does not
apply to the Issuer or the Guarantors.



                                      A-2

                                                                     EXHIBIT 4.1

                                                                  EXECUTION COPY

                            ARCH WESTERN FINANCE, LLC

                          6 3/4% SENIOR NOTES DUE 2013

                          REGISTRATION RIGHTS AGREEMENT

                                                              New York, New York

                                                                October 22, 2004

Citigroup Global Markets Inc.
J.P. Morgan Securities Inc.
Morgan Stanley & Co. Incorporated
As Representatives of the Initial Purchasers
c/o Citigroup Global Markets Inc.
     388 Greenwich Street
     New York, New York 10013

Dear Sirs:

         Arch Western Finance, LLC, a limited liability company organized under
the laws of Delaware, and Arch of Wyoming, LLC,, a limited liability company
organized under the laws of Delaware (each an "Issuer", and together, the
"Issuers"), propose to issue and sell to certain purchasers (the "Initial
Purchasers"), upon the terms set forth in a Purchase Agreement dated October 19,
2004 (the "Purchase Agreement") relating to the initial placement (the "Initial
Placement") of the Issuer's 6 3/4% Senior Notes due 2013 (the "Notes"). The
Notes will be fully and unconditionally guaranteed as to payment of principal,
premium if any, and interest (the "Guarantees" and together with the Notes
hereinafter referred to as the "Securities") by Arch Western Resources, LLC, a
limited liability company organized under the laws of Delaware ("Arch Western")
and the Subsidiary Guarantors listed in Schedule II to the Purchase Agreement
and Arch Western Finance, LLC (collectively, the "Subsidiary Guarantors"). Arch
Western and the Subsidiary Guarantors are hereinafter referred to as the
"Guarantors". To induce the Initial Purchasers to enter into the Purchase
Agreement and to satisfy a condition of your obligations thereunder, each of the
Issuers, Arch Coal, Inc., a corporation organized under the laws of Delaware
(the "Company"), and the Guarantors, jointly and severally, agrees with you for
your benefit and the benefit of the holders from time to time of the Securities
(including the Initial Purchasers) (each a "Holder" and, together, the
"Holders"), as follows:

         1. Definitions. Capitalized terms used herein without definition shall
have their respective meanings set forth in the Purchase Agreement. As used in
this Agreement, the following capitalized defined terms shall have the following
meanings:

         "Act" shall mean the Securities Act of 1933, as amended, and the rules
and regulations of the Commission promulgated thereunder.





         "Affiliate" of any specified Person shall mean any other Person that,
directly or indirectly, is in control of, is controlled by, or is under common
control with, such specified Person. For purposes of this definition, control of
a Person shall mean the power, direct or indirect, to direct or cause the
direction of the management and policies of such Person whether by contract or
otherwise; and the terms "controlling" and "controlled" shall have meanings
correlative to the foregoing.

         "Arch Western" shall have the meaning set forth in the preamble hereto.

         "Broker-Dealer" shall mean any broker or dealer registered as such
under the Exchange Act.

         "Business Day" shall mean any day other than a Saturday, a Sunday or a
legal holiday or a day on which banking institutions or trust companies are
authorized or obligated by law to close in New York City.

         "Commission" shall mean the Securities and Exchange Commission.

         "Company" shall have the meaning set forth in the preamble hereto.

         "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended, and the rules and regulations of the Commission promulgated thereunder.

         "Exchange Offer Registration Period" shall mean the one-year period
following the consummation of the Registered Exchange Offer, exclusive of any
period during which any stop order shall be in effect suspending the
effectiveness of the Exchange Offer Registration Statement.

         "Exchange Offer Registration Statement" shall mean a registration
statement of each of the Issuer and the Guarantors on an appropriate form under
the Act with respect to the Registered Exchange Offer, all amendments and
supplements to such registration statement, including post-effective amendments
thereto, in each case including the Prospectus contained therein, all exhibits
thereto and all material incorporated by reference therein.

         "Exchanging Dealer" shall mean any Holder (which may include any
Initial Purchaser) that is a Broker-Dealer and elects to exchange for New
Securities any Securities that it acquired for its own account as a result of
market-making activities or other trading activities (but not directly from the
Issuer or any Guarantor or any Affiliate of the Issuer or any Guarantor) for New
Securities.

         "Final Memorandum" shall have the meaning set forth in the Purchase
Agreement.

         "Guarantors" shall have the meaning set forth in the preamble hereto.

         "Holder" shall have the meaning set forth in the preamble hereto.


                                       2



         "Indenture" shall mean the Indenture relating to the Securities, dated
as of June 25, 2003, among each of the Issuer, the Guarantors and the Bank of
New York, as trustee, as the same may be amended from time to time in accordance
with the terms thereof.

         "Initial Placement" shall have the meaning set forth in the preamble
hereto.

         "Initial Purchaser" shall have the meaning set forth in the preamble
hereto.

         "Issuer" shall have the meaning set forth in the preamble hereto.

         "Losses" shall have the meaning set forth in Section 6(d) hereof.

         "Majority Holders" shall mean the Holders of a majority of the
aggregate principal amount of Securities registered under a Registration
Statement.

         "Managing Underwriters" shall mean the investment banker or investment
bankers and manager or managers that shall administer an underwritten offering.

         "New Securities" shall mean debt securities of the Issuers identical in
all material respects to the Securities (except that the cash interest and
interest rate step-up provisions and the transfer restrictions shall be modified
or eliminated, as appropriate) and to be issued under the Indenture or the New
Securities Indenture.

         "New Securities Indenture" shall mean an indenture among each of the
Issuers, the Guarantors and the New Securities Trustee, identical in all
material respects to the Indenture (except that the cash interest and interest
rate step-up provisions will be modified or eliminated, as appropriate).

         "New Securities Trustee" shall mean a bank or trust company reasonably
satisfactory to the Initial Purchasers, as trustee with respect to the New
Securities under the New Securities Indenture.

         "Notes" shall have the meaning set forth in the preamble hereto.

         "Prospectus" shall mean the prospectus included in any Registration
Statement (including, without limitation, a prospectus that discloses
information previously omitted from a prospectus filed as part of an effective
registration statement in reliance upon Rule 430A under the Act), as amended or
supplemented by any prospectus supplement, with respect to the terms of the
offering of any portion of the Securities or the New Securities covered by such
Registration Statement, and all amendments and supplements thereto and all
material incorporated by reference therein.

         "Purchase Agreement" shall have the meaning set forth in the preamble
hereto.

         "Registered Exchange Offer" shall mean the proposed offer of the
Issuers and the Guarantors to issue and deliver to the Holders of the Securities
that are not prohibited by any law or policy of the Commission from
participating in such offer, in exchange for the Securities, a like aggregate
principal amount of the New Securities.


                                       3



         "Registration Statement" shall mean any Exchange Offer Registration
Statement or Shelf Registration Statement that covers any of the Securities or
the New Securities pursuant to the provisions of this Agreement, any amendments
and supplements to such registration statement, including post-effective
amendments (in each case including the Prospectus contained therein), all
exhibits thereto and all material incorporated by reference therein.

         "Securities" shall have the meaning set forth in the preamble hereto.

         "Shelf Registration" shall mean a registration effected pursuant to
Section 3 hereof.

         "Shelf Registration Period" has the meaning set forth in Section 3(b)
hereof.

         "Shelf Registration Statement" shall mean a "shelf" registration
statement of the Issuers and the Guarantors pursuant to the provisions of
Section 3 hereof which covers some or all of the Securities or New Securities,
as applicable, on an appropriate form under Rule 415 under the Act, or any
similar rule that may be adopted by the Commission, amendments and supplements
to such registration statement, including post-effective amendments, in each
case including the Prospectus contained therein, all exhibits thereto and all
material incorporated by reference therein.

         "Subsidiary Guarantor" shall have the meaning set forth in the preamble
hereto.

         "Trustee" shall mean the trustee with respect to the Securities under
the Indenture.

         "underwriter" shall mean any underwriter of Securities in connection
with an offering thereof under a Shelf Registration Statement.

         2. (a) Unless prohibited under applicable law or policy of the
Commission, the Issuers, the Company and the Guarantors shall prepare and, not
later than 90 days following the date hereof (or if such 90th day is not a
Business Day, the next succeeding Business Day), the Issuers and the Guarantors
shall file with the Commission the Exchange Offer Registration Statement with
respect to the Registered Exchange Offer. The Issuers, the Company and the
Guarantors shall use their reasonable best efforts to cause the Exchange Offer
Registration Statement to become effective under the Act within 180 days of the
date hereof (or if such 180th day is not a Business Day, the next succeeding
Business Day).

         (b) Upon the effectiveness of the Exchange Offer Registration
Statement, the Issuers, the Company and the Guarantors shall promptly commence
the Registered Exchange Offer, it being the objective of such Registered
Exchange Offer to enable each Holder electing to exchange Securities for New
Securities (assuming that such Holder is not an Affiliate of the Issuers or any
Guarantor, acquires the New Securities in the ordinary course of such Holder's
business, has no arrangements with any Person to participate in the distribution
of the New Securities and is not prohibited by any law or policy of the
Commission from participating in the Registered Exchange Offer) to trade such
New Securities from and after their receipt without any limitations or
restrictions under the Act and without material restrictions under the
securities laws of a substantial proportion of the several states of the United
States.


                                       4



         (c) In connection with the Registered Exchange Offer, the Issuers, the
Company and the Guarantors shall:

                  (i) mail to each Holder a copy of the Prospectus forming part
         of the Exchange Offer Registration Statement, together with an
         appropriate letter of transmittal and related documents;

                  (ii) keep the Registered Exchange Offer open for not less than
         30 Business Days and not more than 45 Business Days after the date
         notice thereof is mailed to the Holders (or, in each case, longer if
         required by applicable law);

                  (iii) use their reasonable best efforts to keep the Exchange
         Offer Registration Statement continuously effective under the Act,
         supplemented and amended as required, under the Act to ensure that it
         is available for sales of New Securities by Exchanging Dealers during
         the Exchange Offer Registration Period;

                  (iv) utilize the services of a depositary for the Registered
         Exchange Offer with an address in the Borough of Manhattan in New York
         City, which may be the Trustee, the New Securities Trustee or an
         Affiliate of either of them;

                  (v) permit Holders to withdraw tendered Securities at any time
         prior to the close of business, New York time, on the last Business Day
         on which the Registered Exchange Offer is open;

                  (vi) prior to effectiveness of the Exchange Offer Registration
         Statement, provide a supplemental letter to the Commission (A) stating
         that the Issuers and the Guarantors are conducting the Registered
         Exchange Offer in reliance on the position of the Commission in Exxon
         Capital Holdings Corporation (pub. avail. May 13, 1988), Morgan Stanley
         and Co., Inc. (pub. avail. June 5, 1991); and (B) including a
         representation that each of the Issuers and the Guarantors has not
         entered into any arrangement or understanding with any Person to
         distribute the New Securities to be received in the Registered Exchange
         Offer and that, to the best of each of the Issuers' and the Guarantors'
         information and belief, each Holder participating in the Registered
         Exchange Offer is acquiring the New Securities in the ordinary course
         of business and has no arrangement or understanding with any Person to
         participate in the distribution of the New Securities; and

                  (vii) comply in all material respects with all applicable
         laws.

         (d) As soon as practicable after the close of the Registered Exchange
Offer, the Issuers and the Guarantors shall:

                  (i) accept for exchange all Securities tendered and not
         validly withdrawn pursuant to the Registered Exchange Offer;

                  (ii) deliver to the Trustee for cancellation in accordance
         with Section 4(s) all Securities so accepted for exchange; and


                                       5



                  (iii) cause the New Securities Trustee promptly to
         authenticate and deliver to each Holder of Securities a principal
         amount of New Securities equal to the principal amount of the
         Securities of such Holder so accepted for exchange.

         (e) Each Holder hereby acknowledges and agrees that any Broker-Dealer
and any such Holder using the Registered Exchange Offer to participate in a
distribution of the New Securities (x) could not under Commission policy as in
effect on the date of this Agreement rely on the position of the Commission in
Morgan Stanley and Co., Inc. (pub. avail. June 5, 1991) and Exxon Capital
Holdings Corporation (pub. avail. May 13, 1988), as interpreted in the
Commission's letter to Shearman & Sterling dated July 2, 1993 and similar
no-action letters; and (y) must comply with the registration and prospectus
delivery requirements of the Act in connection with any secondary resale
transaction must be covered by an effective registration statement containing
the selling security holder information required by Item 507 or 508, as
applicable, of Regulation S-K under the Act if the resales are of New Securities
obtained by such Holder in exchange for Securities acquired by such Holder
directly from the Company or one of its Affiliates. Accordingly, each Holder
participating in the Registered Exchange Offer shall be required to represent to
the Issuers and the Guarantors that, at the time of the consummation of the
Registered Exchange Offer:

                  (i) any New Securities received by such Holder will be
         acquired in the ordinary course of business;

                  (ii) such Holder will have no arrangement or understanding
         with any Person to participate in the distribution of the Securities or
         the New Securities within the meaning of the Act; and

                  (iii) such Holder is not an Affiliate of the Issuers or any
         Guarantor.

         (f) If any Initial Purchaser determines that it is not eligible to
participate in the Registered Exchange Offer with respect to the exchange of
Securities constituting any portion of an unsold allotment, at the request of
such Initial Purchaser, the Issuers, the Company and the Guarantors shall issue
and deliver to such Initial Purchaser or the Person purchasing New Securities
registered under a Shelf Registration Statement as contemplated by Section 3
hereof from such Initial Purchaser, in exchange for such Securities, a like
principal amount of New Securities. The Issuers, the Company and the Guarantors
shall use their reasonable best efforts to cause the CUSIP Service Bureau to
issue the same CUSIP number for such New Securities as for New Securities issued
pursuant to the Registered Exchange Offer.

         3. Shelf Registration. (a) If (i) due to any change in law or
applicable interpretations thereof by the Commission's staff, the Issuers, the
Company and the Guarantors determines upon advice of their outside counsel that
they are not permitted to effect the Registered Exchange Offer as contemplated
by Section 2 hereof; (ii) for any other reason the Registered Exchange Offer is
not consummated within 225 days of the date hereof; (iii) any Initial Purchaser
so requests with respect to Securities that are not eligible to be exchanged for
New Securities in the Registered Exchange Offer and that are held by it
following consummation of the Registered Exchange Offer; (iv) any Holder (other
than an Initial Purchaser) is not eligible to participate in the Registered
Exchange Offer; or (v) in the case of any Initial Purchaser that


                                       6



participates in the Registered Exchange Offer or acquires New Securities
pursuant to Section 2(f) hereof, such Initial Purchaser does not receive freely
tradeable New Securities in exchange for Securities constituting any portion of
an unsold allotment (it being understood that (x) the requirement that an
Initial Purchaser deliver a Prospectus containing the information required by
Item 507 or 508 of Regulation S-K under the Act in connection with sales of New
Securities acquired in exchange for such Securities shall result in such New
Securities being not "freely tradeable"; and (y) the requirement that an
Exchanging Dealer deliver a Prospectus in connection with sales of New
Securities acquired in the Registered Exchange Offer in exchange for Securities
acquired as a result of market-making activities or other trading activities
shall not result in such New Securities being not "freely tradeable"), the
Issuers, the Company and the Guarantors shall effect a Shelf Registration
Statement in accordance with subsection (b) below.

         (b) (i) The Issuers and the Guarantors shall as promptly as practicable
(but in no event more than 60 days after so required or requested pursuant to
this Section 3), file with the Commission and thereafter the Issuers, the
Company and the Guarantors shall use their reasonable best efforts to cause to
be declared effective under the Act a Shelf Registration Statement relating to
the offer and sale of the Securities or the New Securities, as applicable, by
the Holders thereof from time to time in accordance with the methods of
distribution elected by such Holders and set forth in such Shelf Registration
Statement; provided, however, that no Holder (other than an Initial Purchaser)
shall be entitled to have the Securities held by it covered by such Shelf
Registration Statement unless such Holder agrees in writing to be bound by all
of the provisions of this Agreement applicable to such Holder; and provided
further, that with respect to New Securities received by an Initial Purchaser in
exchange for Securities constituting any portion of an unsold allotment, the
Issuers and the Guarantors may, if permitted by current interpretations by the
Commission's staff, file a post-effective amendment to the Exchange Offer
Registration Statement containing the information required by Item 507 or 508 of
Regulation S-K, as applicable, in satisfaction of their obligations under this
subsection with respect thereto, and any such Exchange Offer Registration
Statement, as so amended, shall be referred to herein as, and governed by the
provisions herein applicable to, a Shelf Registration Statement.

                  (ii) The Issuers, the Company and the Guarantors shall use
         their reasonable best efforts to keep the Shelf Registration Statement
         continuously effective, supplemented and amended as required by the
         Act, in order to permit the Prospectus forming part thereof to be
         usable by Holders for a period of two years from the date the Shelf
         Registration Statement is declared effective by the Commission or such
         shorter period that will terminate when all the Securities or New
         Securities, as applicable, covered by the Shelf Registration Statement
         have been sold pursuant to the Shelf Registration Statement (in any
         such case, such period being called the "Shelf Registration Period").
         Each of the Issuers, the Company and the Guarantors shall be deemed not
         to have used its reasonable best efforts to keep the Shelf Registration
         Statement effective during the requisite period if it voluntarily takes
         any action that would result in Holders of Securities covered thereby
         not being able to offer and sell such Securities during that period,
         unless (A) such action is required by applicable law; or (B) such
         action is taken by the Issuers, the Company and the Guarantors in good
         faith and for valid business reasons (not including avoidance of the
         Issuers', the Company's and Guarantors' obligations hereunder),
         including the acquisition or divestiture of assets, so long as each


                                       7



         of the Issuers, the Company and the Guarantors promptly thereafter
         complies with the requirements of Section 4(k) hereof, if applicable.

                  (iii) The Issuers, the Company and the Guarantors shall cause
         the Shelf Registration Statement and the related Prospectus and any
         amendment or supplement thereto, as of the effective date of the Shelf
         Registration Statement or such amendment or supplement, (A) to comply
         in all material respects with the applicable requirements of the
         Securities Act and the rules and regulations of the Commission; and (B)
         not to contain any untrue statement of a material fact or omit to state
         a material fact required to be stated therein or necessary in order to
         make the statements therein, in the light of the circumstances under
         which they were made, not misleading.

         4. Additional Registration Procedures. In connection with any Shelf
Registration Statement and, to the extent applicable, any Exchange Offer
Registration Statement, the following provisions shall apply.

         (a) The Issuers, the Company and the Guarantors shall:

                  (i) furnish to you, not less than five Business Days prior to
         the filing thereof with the Commission, a copy of any Shelf
         Registration Statement, and each amendment thereof and each amendment
         or supplement, if any, to the Prospectus included therein (including
         all documents incorporated by reference therein after the initial
         filing) and shall use their best efforts to reflect in each such
         document, when so filed with the Commission, such comments as you
         reasonably propose;

                  (ii) include the information set forth in Annex A hereto on
         the facing page of the Exchange Offer Registration Statement, in Annex
         B hereto in the forepart of the Exchange Offer Registration Statement
         in a section setting forth details of the Exchange Offer, in Annex C
         hereto in the underwriting or plan of distribution section of the
         Prospectus contained in the Exchange Offer Registration Statement, and
         in Annex D hereto in the letter of transmittal delivered pursuant to
         the Registered Exchange Offer;

                  (iii) if requested by an Initial Purchaser, include the
         information required by Item 507 or 508 of Regulation S-K, as
         applicable, in the Prospectus contained in the Exchange Offer
         Registration Statement; and

                  (iv) in the case of a Shelf Registration Statement, include
         the names of the Holders that propose to sell Securities pursuant to
         the Shelf Registration Statement as selling security holders.

         (b) The Issuers, the Company and the Guarantors shall ensure that:

                  (i) any Registration Statement and any amendment thereto and
         any Prospectus forming part thereof and any amendment or supplement
         thereto complies in all material respects with the Act and the rules
         and regulations thereunder; and

                  (ii) any Registration Statement and any amendment thereto does
         not, when it becomes effective, contain an untrue statement of a
         material fact or omit to state


                                       8



         a material fact required to be stated therein or necessary to make the
         statements therein not misleading.

         (c) The Company shall advise you, the Holders of Securities covered by
any Shelf Registration Statement and any Exchanging Dealer under any Exchange
Offer Registration Statement that has been provided in writing to the Company a
telephone or facsimile number and address for notices, and, if requested by you
or any such Holder or Exchanging Dealer, shall confirm such advice in writing
(which notice pursuant to clauses (ii)-(v) hereof shall be accompanied by an
instruction to suspend the use of the Prospectus until the Issuers and the
Guarantors shall have remedied the basis for such suspension):

                  (i) when a Registration Statement and any amendment thereto
         has been filed with the Commission and when the Registration Statement
         or any post-effective amendment thereto has become effective;

                  (ii) of any request by the Commission for any amendment or
         supplement to the Registration Statement or the Prospectus or for
         additional information;

                  (iii) of the issuance by the Commission of any stop order
         suspending the effectiveness of the Registration Statement or the
         initiation of any proceedings for that purpose;

                  (iv) of the receipt by the Issuers, the Company or any
         Guarantor of any notification with respect to the suspension of the
         qualification of the securities included therein for sale in any
         jurisdiction or the initiation of any proceeding for such purpose; and

                  (v) of the happening of any event that requires any change in
         the Registration Statement or the Prospectus so that, as of such date,
         the statements therein are not misleading and do not omit to state a
         material fact required to be stated therein or necessary to make the
         statements therein (in the case of the Prospectus, in the light of the
         circumstances under which they were made) not misleading.

         (d) The Issuers, the Company and the Guarantors shall use their
reasonable best efforts to obtain the withdrawal of any order suspending the
effectiveness of any Registration Statement or the qualification of the
securities therein for sale in any jurisdiction at the earliest possible time.

         (e) The Issuers, the Company and the Guarantors shall furnish to each
Holder of Securities covered by any Shelf Registration Statement, without
charge, at least one copy of such Shelf Registration Statement and any
post-effective amendment thereto, including all material incorporated therein by
reference, and, if the Holder so requests in writing, all exhibits thereto
(including exhibits incorporated by reference therein).

         (f) The Issuers, the Company and the Guarantors shall, during the Shelf
Registration Period, deliver to each Holder of Securities covered by any Shelf
Registration Statement, without charge, as many copies of the Prospectus
(including each preliminary Prospectus) included in such Shelf Registration
Statement and any amendment or supplement


                                       9



thereto as such Holder may reasonably request. Each of the Issuers and the
Guarantors consents to the use of the Prospectus or any amendment or supplement
thereto by each of the selling Holders of securities in connection with the
offering and sale of the securities covered by the Prospectus, or any amendment
or supplement thereto, included in the Shelf Registration Statement.

         (g) The Issuers, the Company and the Guarantors shall furnish to each
Exchanging Dealer which so requests, without charge, at least one copy of the
Exchange Offer Registration Statement and any post-effective amendment thereto,
including all material incorporated by reference therein, and, if the Exchanging
Dealer so requests in writing, all exhibits thereto (including exhibits
incorporated by reference therein).

         (h) The Issuers, the Company and the Guarantors shall promptly deliver
to each Initial Purchaser, each Exchanging Dealer and each other Person required
to deliver a Prospectus during the Exchange Offer Registration Period, without
charge, as many copies of the Prospectus included in such Exchange Offer
Registration Statement and any amendment or supplement thereto as any such
Person may reasonably request. Each of the Issuers, the Company and the
Guarantors consents to the use of the Prospectus or any amendment or supplement
thereto by any Initial Purchaser, any Exchanging Dealer and any such other
Person that may be required to deliver a Prospectus following the Registered
Exchange Offer in connection with the offering and sale of the New Securities
covered by the Prospectus, or any amendment or supplement thereto, included in
the Exchange Offer Registration Statement.

         (i) Prior to the Registered Exchange Offer or any other offering of
Securities pursuant to any Registration Statement, the Issuers, the Company and
the Guarantors shall use their reasonable best efforts to arrange, if necessary,
for the qualification of the Securities or the New Securities for sale under the
laws of such jurisdictions as any Holder shall reasonably request and will
maintain such qualification in effect so long as required to enable the offer
and sale in such jurisdictions of the Securities or New Securities; provided
that in no event shall the Issuers, the Company or the Guarantors be obligated
to qualify to do business in any jurisdiction where they are not then so
qualified or to take any action that would subject them to service of process in
suits, other than those arising out of the Initial Placement, the Registered
Exchange Offer or any offering pursuant to a Shelf Registration Statement, in
any such jurisdiction where they are not then so subject.

         (j) The Issuers, the Company and the Guarantors shall cooperate with
the Holders of Securities to facilitate the timely preparation and delivery of
certificates representing New Securities or Securities to be issued or sold
pursuant to any Registration Statement free of any restrictive legends and in
such denominations and registered in such names as Holders may request.

         (k) Upon the occurrence of any event contemplated by subsections
(c)(ii) through (v) above during the period for which the Issuers, the Company
and the Guarantors are required under this Agreement to maintain an effective
Registration Statement. The Issuers, the Company and the Guarantors shall
promptly prepare a post-effective amendment to the applicable Registration
Statement or an amendment or supplement to the related Prospectus or file any
other required document so that, as thereafter delivered to Initial Purchasers
of the


                                       10



securities included therein, the Prospectus will not include an untrue statement
of a material fact or omit to state any material fact necessary to make the
statements therein, in the light of the circumstances under which they were
made, not misleading. In such circumstances, the period of effectiveness of the
Exchange Offer Registration Statement provided for in Section 2 and the Shelf
Registration Statement provided for in Section 3(b) shall each be extended by
the number of days from and including the date of the giving of a notice of
suspension pursuant to Section 4(c) to and including the date when the Initial
Purchasers, the Holders of the Securities and any known Exchanging Dealer shall
have received such amended or supplemented Prospectus pursuant to this Section.

         (l) Not later than the effective date of any Registration Statement,
the Issuers, the Company and the Guarantors shall provide a CUSIP number for the
Securities or the New Securities, as the case may be, registered under such
Registration Statement and provide the Trustee with printed certificates for
such Securities or New Securities, in a form eligible for deposit with The
Depository Trust Company.

         (m) The Issuers, the Company and the Guarantors shall comply with all
applicable rules and regulations of the Commission and shall make generally
available to their security holders as soon as practicable after the effective
date of the applicable Registration Statement an earnings statement satisfying
the provisions of Section 11(a) of the Act.

         (n) The Issuers and the Guarantors shall cause the Indenture or the New
Securities Indenture, as the case may be, to be qualified under the Trust
Indenture Act, as required by applicable law, in a timely manner.

         (o) The Issuers and the Guarantors may require each Holder of
securities to be sold pursuant to any Shelf Registration Statement to furnish to
the Issuers and the Guarantors such information regarding the Holder and the
distribution of such securities as the Issuers and the Guarantors may from time
to time reasonably require for inclusion in such Registration Statement. The
Issuers and the Guarantors may exclude from such Shelf Registration Statement
the Securities of any Holder that fails to furnish such information within a
reasonable time after receiving such request.

         (p) In the case of any Shelf Registration Statement, the Issuers, the
Company and the Guarantors shall enter into such and take all other appropriate
actions (including if requested an underwriting agreement in customary form) in
order to expedite or facilitate the registration or the disposition of the
Securities, and in connection therewith, if an underwriting agreement is entered
into, cause the same to contain indemnification provisions and procedures no
less favorable than those set forth in Section 6 (or such other provisions and
procedures acceptable to the Majority Holders and the Managing Underwriters, if
any, with respect to all parties to be indemnified pursuant to Section 6.

         (q) In the case of any Shelf Registration Statement, each of the
Issuers, the Company and the Guarantors shall:

                  (i) make reasonably available for inspection by the Holders of
         Securities to be registered thereunder, any underwriter participating
         in any disposition


                                       11



         pursuant to such Registration Statement, and any attorney, accountant
         or other agent retained by the Holders or any such underwriter all
         relevant financial and other records, pertinent corporate documents and
         properties of the Company and its subsidiaries;

                  (ii) cause the Company's and Arch Western's respective
         officers, directors and employees to supply all relevant information
         reasonably requested by the Holders or any such underwriter, attorney,
         accountant or agent in connection with any such Registration Statement
         as is customary for similar due diligence examinations; provided,
         however, that any information that is designated in writing by the
         Company or Arch Western, in good faith, as confidential at the time of
         delivery of such information shall be kept confidential by the Holders
         or any such underwriter, attorney, accountant or agent, unless such
         disclosure is made in connection with a court proceeding or required by
         law, or such information becomes available to the public generally or
         through a third party without an accompanying obligation of
         confidentiality;

                  (iii) make such representations and warranties to the Holders
         of Securities registered thereunder and the underwriters, if any, in
         form, substance and scope as are customarily made by issuers to
         underwriters in primary underwritten offerings and covering matters
         including, but not limited to, those set forth in the Purchase
         Agreement;

                  (iv) obtain opinions of counsel to the Issuers, the Company
         and the Guarantors and updates thereof (which counsel and opinions (in
         form, scope and substance) shall be reasonably satisfactory to the
         Managing Underwriters, if any) addressed to each selling Holder and the
         underwriters, if any, covering such matters as are customarily covered
         in opinions requested in underwritten offerings and such other matters
         as may be reasonably requested by such Holders and underwriters;

                  (v) obtain "cold comfort" letters and updates thereof from the
         independent certified public accountants of the Company, Arch Western,
         Canyon Fuel Company, LLC and Vulcan Coal Holdings, L.L.C. (and, if
         necessary, any other independent certified public accountants of any
         subsidiary of the Company or of any business acquired by the Company
         for which financial statements and financial data are, or are required
         to be, included in the Registration Statement), addressed to each
         selling Holder of Securities registered thereunder and the
         underwriters, if any, in customary form and covering matters of the
         type customarily covered in "cold comfort" letters in connection with
         primary underwritten offerings; and

                  (vi) deliver such documents and certificates as may be
         reasonably requested by the Majority Holders and the Managing
         Underwriters, if any, including those to evidence compliance with
         Section 4(k) and with any customary conditions contained in the
         underwriting agreement or other agreement entered into by the Issuers,
         the Company and the Guarantors.

The actions set forth in clauses (iii), (iv), (v) and (vi) of this Section shall
be performed at (A) the effectiveness of such Registration Statement and each
post-effective amendment thereto; and (B)


                                       12



each closing under any underwriting or similar agreement as and to the extent
required thereunder.

         (r) In the case of any Exchange Offer Registration Statement, each of
the Issuers, the Company and the Guarantors shall, for any Initial Purchaser
which is exchanging Securities for New Securities in the Exchange Offer:

                  (i) make reasonably available for inspection by such Initial
         Purchaser, and any attorney, accountant or other agent retained by such
         Initial Purchaser, all relevant financial and other records, pertinent
         corporate documents and properties of the Company, Arch Western and
         their respective subsidiaries;

                  (ii) cause the Company's and Arch Western's respective
         officers, directors and employees to supply all relevant information
         reasonably requested by such Initial Purchaser or any such attorney,
         accountant or agent in connection with any such Registration Statement
         as is customary for similar due diligence examinations; provided,
         however, that any information that is designated in writing by the
         Company and Arch Western, in good faith, as confidential at the time of
         delivery of such information shall be kept confidential by such Initial
         Purchaser or any such attorney, accountant or agent, unless such
         disclosure is made in connection with a court proceeding or required by
         law, or such information becomes available to the public generally or
         through a third party without an accompanying obligation of
         confidentiality;

                  (iii) make such representations and warranties to such Initial
         Purchaser, in form, substance and scope as are customarily made by
         issuers to underwriters in primary underwritten offerings and covering
         matters including, but not limited to, those set forth in the Purchase
         Agreement;

                  (iv) obtain opinions of counsel to the Issuers, the Company
         and the Guarantors and updates thereof (which counsel and opinions (in
         form, scope and substance) shall be reasonably satisfactory to such
         Initial Purchaser and its counsel, addressed to such Initial Purchaser,
         covering such matters as are customarily covered in opinions requested
         in underwritten offerings and such other matters as may be reasonably
         requested by such Initial Purchaser or its counsel;

                  (v) obtain "cold comfort" letters and updates thereof from the
         independent certified public accountants of the Company, Arch Western,
         Canyon Fuel Company, LLC and Vulcan Coal Holdings, L.L.C. (and, if
         necessary, any other independent certified public accountants of any
         subsidiary of the Company or of any business acquired by the Company
         for which financial statements and financial data are, or are required
         to be, included in the Registration Statement), addressed to such
         Initial Purchaser, in customary form and covering matters of the type
         customarily covered in "cold comfort" letters in connection with
         primary underwritten offerings, or if requested by such Initial
         Purchaser or its counsel in lieu of a "cold comfort" letter, an
         agreed-upon procedures letter under Statement on Auditing Standards No.
         35, covering matters requested by such Initial Purchaser or its
         counsel; and


                                       13



                  (vi) deliver such documents and certificates as may be
         reasonably requested by such Initial Purchaser or its counsel,
         including those to evidence compliance with Section 4(k) and with
         conditions customarily contained in underwriting agreements.

The foregoing actions set forth in clauses (iii), (iv), (v), and (vi) of this
Section shall be performed at the close of the Registered Exchange Offer and the
effective date of any post-effective amendment to the Exchange Offer
Registration Statement.

         (s) If a Registered Exchange Offer is to be consummated, upon delivery
of the Securities by Holders to the Issuers and the Guarantors (or to such other
Person as directed by the Issuers and the Guarantors) in exchange for the New
Securities, the Issuers and the Guarantors shall mark, or caused to be marked,
on the Securities so exchanged that such Securities are being canceled in
exchange for the New Securities. In no event shall the Securities be marked as
paid or otherwise satisfied.

         (t) The Issuers, the Company and the Guarantors shall use their best
efforts (i) if the Securities have been rated prior to the initial sale of such
Securities, to confirm such ratings will apply to the Securities or the New
Securities, as the case may be, covered by a Registration Statement; or (ii) if
the Securities were not previously rated, to cause the Securities covered by a
Registration Statement to be rated with at least one nationally recognized
statistical rating agency, if so requested by Majority Holders with respect to
the related Registration Statement or by any Managing Underwriters.

         (u) In the event that any Broker-Dealer shall underwrite any Securities
or participate as a member of an underwriting syndicate or selling group or
"assist in the distribution" (within the meaning of the Rules of Fair Practice
and the By-Laws of the National Association of Securities Dealers, Inc.)
thereof, whether as a Holder of such Securities or as an underwriter, a
placement or sales agent or a broker or dealer in respect thereof, or otherwise,
assist such Broker-Dealer in complying with the requirements of such Rules and
By-Laws, including, without limitation, by:

                  (i) if such Rules or By-Laws shall so require, engaging a
         "qualified independent underwriter" (as defined in such Rules) to
         participate in the preparation of the Registration Statement, to
         exercise usual standards of due diligence with respect thereto and, if
         any portion of the offering contemplated by such Registration Statement
         is an underwritten offering or is made through a placement or sales
         agent, to recommend the yield of such Securities;

                  (ii) indemnifying any such qualified independent underwriter
         to the extent of the indemnification of underwriters provided in
         Section 6 hereof; and

                  (iii) providing such information to such Broker-Dealer as may
         be required in order for such Broker-Dealer to comply with the
         requirements of such Rules.

                  (iv) The Issuers, the Company and the Guarantors shall use
         their best efforts to take all other steps necessary to effect the
         registration of the Securities or the New Securities, as the case may
         be, covered by a Registration Statement.


                                       14



         5. Registration Expenses. The Issuers, the Company and the Guarantors
shall bear all expenses incurred in connection with the performance of their
obligations under Sections 2, 3 and 4 hereof and, in the event of any Shelf
Registration Statement, will reimburse the Holders for the reasonable fees and
disbursements of one firm or counsel designated by the Majority Holders to act
as counsel for the Holders in connection therewith, and, in the case of any
Exchange Offer Registration Statement, will reimburse the Initial Purchasers for
the reasonable fees and disbursements of counsel acting in connection therewith.

         6. Indemnification and Contribution. (a) Each of the Issuers, the
Company and the Guarantors agrees, jointly and severally, to indemnify and hold
harmless each Holder of Securities or New Securities, as the case may be,
covered by any Registration Statement (including each Initial Purchaser and,
with respect to any Prospectus delivery as contemplated in Section 4(h) hereof,
each Exchanging Dealer), the directors, officers, employees and agents of each
such Holder and each Person who controls any such Holder within the meaning of
either the Act or the Exchange Act against any and all losses, claims, damages
or liabilities, joint or several, to which they or any of them may become
subject under the Act, the Exchange Act or other Federal or state statutory law
or regulation, at common law or otherwise, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out of or are based
upon any untrue statement or alleged untrue statement of a material fact
contained in the Registration Statement as originally filed or in any amendment
thereof, or in any preliminary Prospectus or the Prospectus, or in any amendment
thereof or supplement thereto, or arise out of or are based upon the omission or
alleged omission to state therein a material fact required to be stated therein
or necessary to make the statements therein not misleading, and agrees to
reimburse each such indemnified party, as incurred, for any legal or other
expenses reasonably incurred by them in connection with investigating or
defending any such loss, claim, damage, liability or action; provided, however,
that the Issuers, the Company and the Guarantors will not be liable in any case
to the extent that any such loss, claim, damage or liability arises out of or is
based upon any such untrue statement or alleged untrue statement or omission or
alleged omission made therein in reliance upon and in conformity with written
information furnished to the Issuers, the Company and the Guarantors by or on
behalf of any such Holder specifically for inclusion therein. This indemnity
agreement will be in addition to any liability which the Issuers, the Company
and the Guarantors may otherwise have.

         Each of the Issuers, the Company and the Guarantors also agrees to
indemnify or contribute as provided in Section 6(d) to Losses of each any
underwriter of Securities or New Securities, as the case may be, registered
under a Shelf Registration Statement, their directors, officers, employees or
agents and each Person who controls such underwriter on substantially the same
basis as that of the indemnification of the Initial Purchasers and the selling
Holders provided in this Section 6(a) and shall, if requested by any Holder,
enter into an underwriting agreement reflecting such agreement, as provided in
Section 4(p) hereof.

         (b) Each Holder of securities covered by a Registration Statement
(including each Initial Purchaser and, with respect to any Prospectus delivery
as contemplated in Section 4(h) hereof, each Exchanging Dealer) severally agrees
to indemnify and hold harmless each of the Issuers, the Company and the
Guarantors, each of its directors, each of its officers who signs such
Registration Statement and each Person who controls the Issuers, the Company or
any Guarantor within the meaning of either the Act or the Exchange Act, to the
same extent as the


                                       15



foregoing indemnity from each of the Issuers, the Company and the Guarantors to
each such Holder, but only with reference to written information relating to
such Holder furnished to the Issuers, the Company and the Guarantors by or on
behalf of such Holder specifically for inclusion in the documents referred to in
the foregoing indemnity. This indemnity agreement will be in addition to any
liability which any such Holder may otherwise have.

         (c) Promptly after receipt by an indemnified party under this Section 6
or notice of the commencement of any action, such indemnified party will, if a
claim in respect thereof is to be made against the indemnifying party under this
Section, notify the indemnifying party in writing of the commencement thereof;
but the failure so to notify the indemnifying party (i) will not relieve it from
liability under paragraph (a) or (b) above unless and to the extent it did not
otherwise learn of such action and such failure results in the forfeiture by the
indemnifying party of substantial rights and defenses; and (ii) will not, in any
event, relieve the indemnifying party from any obligations to any indemnified
party other than the indemnification obligation provided in paragraph (a) or (b)
above. The indemnifying party shall be entitled to appoint counsel of the
indemnifying party's choice at the indemnifying party's expense to represent the
indemnified party in any action for which indemnification is sought (in which
case the indemnifying party shall not thereafter be responsible for the fees and
expenses of any separate counsel retained by the indemnified party or parties
except as set forth below); provided, however, that such counsel shall be
satisfactory to the indemnified party. Notwithstanding the indemnifying party's
election to appoint counsel to represent the indemnified party in an action, the
indemnified party shall have the right to employ separate counsel (including
local counsel), and the indemnifying party shall bear the reasonable fees, costs
and expenses of such separate counsel if (i) the use of counsel chosen by the
indemnifying party to represent the indemnified party would present such counsel
with a conflict of interest; (ii) the actual or potential defendants in, or
targets of, any such action include both the indemnified party and the
indemnifying party and the indemnified party shall have reasonably concluded
that there may be legal defenses available to it and/or other indemnified
parties which are different from or additional to those available to the
indemnifying party; (iii) the indemnifying party shall not have employed counsel
satisfactory to the indemnified party to represent the indemnified party within
a reasonable time after notice of the institution of such action; or (iv) the
indemnifying party shall authorize the indemnified party to employ separate
counsel at the expense of the indemnifying party. An indemnifying party will
not, without the prior written consent of the indemnified parties, settle or
compromise or consent to the entry of any judgment with respect to any pending
or threatened claim, action, suit or proceeding in respect of which
indemnification or contribution may be sought hereunder (whether or not the
indemnified parties are actual or potential parties to such claim or action)
unless such settlement, compromise or consent includes an unconditional release
of each indemnified party from all liability arising out of such claim, action,
suit or proceeding.

         (d) In the event that the indemnity provided in paragraph (a) or (b) of
this Section is unavailable to or insufficient to hold harmless an indemnified
party for any reason, then each applicable indemnifying party shall have a joint
and several obligation to contribute to the aggregate losses, claims, damages
and liabilities (including legal or other expenses reasonably incurred in
connection with investigating or defending same) (collectively "Losses") to
which such indemnified party may be subject in such proportion as is appropriate
to reflect the relative benefits received by such indemnifying party, on the one
hand, and such indemnified party, on the other hand, from the Initial Placement
and the Registration Statement which


                                       16



resulted in such Losses; provided, however, that in no case shall any Initial
Purchaser or any subsequent Holder of any Security or New Security be
responsible, in the aggregate, for any amount in excess of the purchase discount
or commission applicable to such Security, or in the case of a New Security,
applicable to the Security that was exchangeable into such New Security, as set
forth on the cover page of the Final Memorandum, nor shall any underwriter be
responsible for any amount in excess of the underwriting discount or commission
applicable to the securities purchased by such underwriter under the
Registration Statement which resulted in such Losses. If the allocation provided
by the immediately preceding sentence is unavailable for any reason, the
indemnifying party and the indemnified party shall contribute in such proportion
as is appropriate to reflect not only such relative benefits but also the
relative fault of such indemnifying party, on the one hand, and such indemnified
party, on the other hand, in connection with the statements or omissions which
resulted in such Losses as well as any other relevant equitable considerations.
Benefits received by each of the Issuers, the Company and the Guarantors shall
be deemed to be equal to the sum of (x) the total net proceeds from the Initial
Placement (before deducting expenses) and (y) the total amount of additional
interest which the Issuers and the Guarantors were not required to pay as a
result of registering the securities covered by the Registration Statement which
resulted in such Losses. Benefits received by the Initial Purchasers shall be
deemed to be equal to the total purchase discounts and commissions from the
Initial Placement, and benefits received by any other Holders shall be deemed to
be equal to the value of receiving Securities or New Securities, as applicable,
registered under the Act. Benefits received by any underwriter shall be deemed
to be equal to the total underwriting discounts and commissions, as set forth on
the cover page of the Prospectus forming a part of the Registration Statement
which resulted in such Losses. Relative fault shall be determined by reference
to, among other things, whether any alleged untrue statement or omission relates
to information provided by the indemnifying party, on the one hand, or by the
indemnified party, on the other hand, the intent of the parties and their
relative knowledge, access to information and opportunity to correct or prevent
such untrue statement or omission. The parties agree that it would not be just
and equitable if contribution were determined by pro rata allocation (even if
the Holders were treated as one entity for such purpose) or any other method of
allocation which does not take account of the equitable considerations referred
to above. Notwithstanding the provisions of this paragraph (d), no Person guilty
of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act)
shall be entitled to contribution from any Person who was not guilty of such
fraudulent misrepresentation. For purposes of this Section, each Person who
controls a Holder within the meaning of either the Act or the Exchange Act and
each director, officer, employee and agent of such Holder shall have the same
rights to contribution as such Holder, and each Person who controls the Issuers,
the Company or any Guarantor within the meaning of either the Act or the
Exchange Act, each officer of the Issuers, the Company or any Guarantor who
shall have signed the Registration Statement and each director of the Issuers,
the Company or any Guarantor shall have the same rights to contribution as the
Issuers, the Company and the Guarantors, subject in each case to the applicable
terms and conditions of this paragraph (d).

         (e) The provisions of this Section will remain in full force and
effect, regardless of any investigation made by or on behalf of any Holder or
the Issuers, the Company or any Guarantor or any of the officers, directors or
controlling Persons referred to in this Section hereof, and will survive the
sale by a Holder of securities covered by a Registration Statement.


                                       17



         7. Underwritten Registrations. (a) If any of the Securities or New
Securities, as the case may be, covered by any Shelf Registration Statement are
to be sold in an underwritten offering, the Managing Underwriters shall be
selected by the Majority Holders.

         (b) No Person may participate in any underwritten offering pursuant to
any Shelf Registration Statement, unless such Person (i) agrees to sell such
Person's Securities or New Securities, as the case may be, on the basis
reasonably provided in any underwriting arrangements approved by the Persons
entitled hereunder to approve such arrangements; and (ii) completes and executes
all questionnaires, powers of attorney, indemnities, underwriting agreements and
other documents reasonably required under the terms of such underwriting
arrangements.

         8. No Inconsistent Agreements. The Issuers, the Company and the
Guarantors have not, as of the date hereof, entered into, nor shall they, on or
after the date hereof, enter into, any agreement with respect to their
securities that is inconsistent with the rights granted to the Holders herein or
otherwise conflicts with the provisions hereof.

         9. Amendments and Waivers. The provisions of this Agreement, including
the provisions of this sentence, may not be amended, qualified, modified or
supplemented, and waivers or consents to departures from the provisions hereof
may not be given, unless the Issuers, the Company and the Guarantors have
obtained the written consent of the Majority Holders (or, after the consummation
of any Registered Exchange Offer in accordance with Section 2 hereof, of New
Securities); provided that, with respect to any matter that directly or
indirectly affects the rights of any Initial Purchaser hereunder, the Issuers,
the Company and the Guarantors shall obtain the written consent of each such
Initial Purchaser against which such amendment, qualification, supplement,
waiver or consent is to be effective. Notwithstanding the foregoing (except the
foregoing proviso), a waiver or consent to departure from the provisions hereof
with respect to a matter that relates exclusively to the rights of Holders whose
Securities or New Securities, as the case may be, are being sold pursuant to a
Registration Statement and that does not directly or indirectly affect the
rights of other Holders may be given by the Majority Holders, determined on the
basis of Securities or New Securities, as the case may be, being sold rather
than registered under such Registration Statement.

         10. Notices. All notices and other communications provided for or
permitted hereunder shall be made in writing by hand-delivery, first-class mail,
telex, telecopier or air courier guaranteeing overnight delivery:

         (a) if to a Holder, at the most current address given by such holder to
the Company in accordance with the provisions of this Section, which address
initially is, with respect to each Holder, the address of such Holder maintained
by the Registrar under the Indenture, with a copy in like manner to Citigroup
Global Markets Inc;

         (b) if to you, initially at the respective addresses set forth in the
Purchase Agreement; and

         (c) if to the Issuers, the Company or any Guarantor, initially at its
address set forth in the Purchase Agreement.


                                       18



         All such notices and communications shall be deemed to have been duly
given when received.

         The Initial Purchasers or the Issuers, the Company and the Guarantors
by notice to the other parties may designate additional or different addresses
for subsequent notices or communications.

         11. Successors. This Agreement shall inure to the benefit of and be
binding upon the successors and assigns of each of the parties, including,
without the need for an express assignment or any consent by the Issuers, the
Company and the Guarantors thereto, subsequent Holders of Securities and the New
Securities. Each of the Issuers, the Company and the Guarantors hereby agrees to
extend the benefits of this Agreement to any Holder of Securities and the New
Securities, and any such Holder may specifically enforce the provisions of this
Agreement as if an original party hereto.

         12. Counterparts. This agreement may be in signed counterparts, each of
which shall an original and all of which together shall constitute one and the
same agreement.

         13. Headings. The headings used herein are for convenience only and
shall not affect the construction hereof.

         14. Applicable Law. This Agreement shall be governed by and construed
in accordance with the laws of the State of New York applicable to contracts
made and to be performed in the State of New York.

         15. Severability. In the event that any one of more of the provisions
contained herein, or the application thereof in any circumstances, is held
invalid, illegal or unenforceable in any respect for any reason, the validity,
legality and enforceability of any such provision in every other respect and of
the remaining provisions hereof shall not be in any way impaired or affected
thereby, it being intended that all of the rights and privileges of the parties
shall be enforceable to the fullest extent permitted by law.

         16. Securities Held by the Company or Arch Western, etc. Whenever the
consent or approval of Holders of a specified percentage of principal amount of
Securities or New Securities is required hereunder, Securities or New
Securities, as applicable, held by the Company or Arch Western, or their
Affiliates (other than subsequent Holders of Securities or New Securities if
such subsequent Holders are deemed to be Affiliates solely by reason of their
holdings of such Securities or New Securities) shall not be counted in
determining whether such consent or approval was given by the Holders of such
required percentage.


                                       19



         If the foregoing is in accordance with your understanding of our
agreement, please sign and return to us the enclosed duplicate hereof, whereupon
this letter and your acceptance shall represent a building agreement among the
Issuers, the Company and the Guarantors and the several Initial Purchasers.


                                                     Very truly yours,





                                       
ARCH WESTERN FINANCE, LLC                 ARCH COAL, INC.


By:    /s/ JAMES E. FLORCZAK              By:    /s/ JAMES E. FLORCZAK
   -----------------------------------       -----------------------------------
Name:    James E. Florczak                Name:    James E. Florczak
Title:   Vice President and Treasurer     Title:   Treasurer


ARCH WESTERN RESOURCES, LLC               THUNDER BASIN COAL COMPANY, L.L.C.


By:    /s/ JAMES E. FLORCZAK              By:    /s/ JAMES E. FLORCZAK
   -----------------------------------       -----------------------------------
Name:    James E. Florczak                Name:    James E. Florczak
Title:   Vice President and Treasurer     Title:   Vice President and Treasurer


MOUNTAIN COAL COMPANY, L.L.C.             ARCH OF WYOMING, LLC


By:    /s/ JAMES E. FLORCZAK              By:    /s/ JAMES E. FLORCZAK
   -----------------------------------       -----------------------------------
Name:    James E. Florczak                Name:    James E. Florczak
Title:   Vice President and Treasurer     Title:   Vice President and Treasurer


TRITON COAL COMPANY, LLC                  ARCH WESTERN BITUMINOUS GROUP, LLC


By:    /s/ JAMES E. FLORCZAK              By:    /s/ JAMES E. FLORCZAK
   -----------------------------------       -----------------------------------
Name:    James E. Florczak                Name:    James E. Florczak
Title:   Vice President and Treasurer     Title:   Vice President and Treasurer



                                       20



The foregoing Agreement is hereby
confirmed and accepted as of the date
first above written.

Citigroup Global Markets Inc.
J.P. Morgan Securities Inc.
Morgan Stanley & Co. Incorporated

By: Citigroup Global Markets Inc.

By:     /s/ STRIB KOSTER
    ----------------------------
    Name: Strib Koster
    Title:     Managing Director

For themselves and the other several
Initial Purchasers named in Schedule I
of the Purchase Agreement.


                   21



                                                                         ANNEX A

         Each Broker-Dealer that receives New Securities for its own account
pursuant to the Exchange Offer must acknowledge that it will deliver a
prospectus in connection with any resale of such New Securities. The Letter of
Transmittal states that by so acknowledging and by delivering a prospectus, a
Broker-Dealer will not be deemed to admit that it is an "underwriter: within the
meaning of the Securities Act. This Prospectus, as it may be amended or
supplemented from time to time, may be used by a Broker-Dealer in connection
with resales of New Securities received in exchange for Securities where such
Securities were acquired by such Broker-Dealer as a result of market-making
activities or other trading activities. The Issuers and the Guarantors have
agreed that, starting on the Expiration Date (as defined herein) and ending on
the close of business one year after the Expiration Date, they will make this
Prospectus available to any Broker-Dealer for use in connection with any such
resale. See "Plan of Distribution".





                                                                         ANNEX B

         Each Broker-Dealer that receives New Securities for its own account in
exchange for Securities, where such Securities were acquired by such
Broker-Dealer as a result of market-making activities or other trading
activities, must acknowledge that it will deliver a prospectus in connection
with any resale of such New Securities. See "Plan of Distribution".





                                                                         ANNEX C


                              PLAN OF DISTRIBUTION

         Each Broker-Dealer that receives New Securities for its own account
pursuant to the Exchange Offer must acknowledge that it will deliver a
prospectus in connection with any resale of such New Securities. This
Prospectus, as it may be amended or supplemented from time to time, may be used
by a Broker-Dealer in connection with resales of New Securities received in
exchange for Securities where such Securities were acquired as a result of
market-making activities or other trading activities. The Issuers and the
Guarantors have agreed that, starting on the Expiration Date and ending on the
close of business 180 days after the Expiration Date, they will make this
Prospectus, as amended or supplemented, available to any Broker-Dealer for use
in connection with any such resale. In addition, until __________, 20___,
dealers effecting transactions in the New Securities may be required to deliver
a prospectus.

         The Issuers and the Guarantors will not receive any proceeds from any
sale of New Securities by brokers-dealers. New Securities received by
Broker-Dealers for their own account pursuant to the Exchange Offer may be sold
from time to time in one or more transactions in the over-the-counter market, in
negotiated transactions, through the writing of options on the New Securities or
a combination of such methods of resale, at market prices prevailing at the time
of resale, at prices related to such prevailing market prices or negotiated
prices. Any such resale may be made directly to purchasers or to or through
brokers or dealers who may receive compensation in the form of commissions or
concessions from any such Broker-Dealer and/or the purchasers of any such New
Securities. Any Broker-Dealer that resales New Securities that were received by
it for its own account pursuant to the Exchange Offer and any broker or dealer
that participates in a distribution of such New Securities may be deemed to be
an "underwriter" within the meaning of the Securities Act and any profit of any
such resale of New Securities and any commissions or concessions received by any
such Persons may be deemed to be underwriting compensation under the Securities
Act. The Letter of Transmittal states that by acknowledging that it will deliver
and by delivering a prospectus, a Broker-Dealer will not be deemed to admit that
it is an "underwriter" within the meaning of the Securities Act.

         For a period of 180 days after the Expiration Date, the Issuers and the
Guarantors will promptly send additional copies of this Prospectus and any
amendment or supplement to this Prospectus to any Broker-Dealer that requests
such documents in the Letter of Transmittal. The Issuers and the Guarantors have
agreed to pay all expenses incident to the Exchange Offer (including the
expenses of one counsel for the holder of the Securities) other than commissions
or concessions of any brokers or dealers and will indemnify the holders of the
Securities (including any Broker-Dealers) against certain liabilities, including
liabilities under the Securities Act.





                                                                         ANNEX D

Rider A

                  CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10
                  ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY
                  AMENDMENTS OR SUPPLEMENTS THERETO.

                  Name:
                           -----------------------------------
                  Address:
                           -----------------------------------

                           -----------------------------------

Rider B

If the undersigned is not a Broker-Dealer, the undersigned represents that it
acquired the New Securities in the ordinary course of its business, it is not
engaged in, and does not intend to engage in, a distribution of New Securities
and it has not arrangements or understandings with any Person to participate in
a distribution of the New Securities. If the undersigned is a Broker-Dealer that
will receive New Securities for its own account in exchange for Securities, it
represents that the Securities to be exchange for New Securities were acquired
by it as a result of market-making activities or other trading activities and
acknowledges that it will deliver a prospectus in connection with any resale of
such New Securities; however, by so acknowledging and by delivering a
prospectus, the undersigned will not be deemed to admit that it is an
"underwriter" within the meaning of the Securities Act.

                                                                     EXHIBIT 4.3


         First Supplemental Indenture (this "Supplemental Indenture"), dated as
of October 22, 2004, among Arch Western Finance, LLC, a Delaware limited
liability company (the "Issuer"), Triton Coal Company, LLC, a Delaware limited
liability company ("Triton", and Arch Western Bituminous Group, LLC, a Delaware
limited liability company ("AWBG" and together with the Issuer and Triton, the
"Guaranteeing Subsidiaries"), Arch Western Resources, LLC, a Delaware limited
liability company ("Arch Western"), and Arch of Wyoming, LLC, a Delaware limited
liability company ("Arch of Wyoming"), Mountain Coal Company, L.L.C., a Delaware
limited liability company ("Mountain Coal"), and Thunder Basin Coal Company,
L.L.C., a Delaware limited liability company ("Thunder Basin" and together with
Arch Western, Arch of Wyoming and Mountain Coal, the "Guarantors"), and The Bank
of New York, as trustee (the "Trustee").

                                   WITNESSETH

         WHEREAS, the Issuer, Arch Western and the Guarantors have heretofore
executed and delivered to the Trustee an indenture (the "Indenture"), dated as
of June 25, 2003, providing for the issuance of its 6 3/4% Senior Notes due
2013;

         WHEREAS, the parties to the Indenture desire to hereby amend Section
1.01 of the Indenture to add a defined term in order to cure an ambiguity
contained in the Indenture and to amend Section 2.01(a) of the Indenture to cure
an inconsistency contained in the Indenture;

         WHEREAS, the Indenture provides that under certain circumstances the
Restricted Subsidiaries of Arch Western shall execute and deliver to the Trustee
a supplemental indenture pursuant to which each such subsidiary shall
unconditionally guarantee all of the Issuer's obligations under the Notes and
the Indenture (the "Note Guarantee");

         WHEREAS, Arch of Wyoming desires to assume the obligations of the
Issuer under the Notes and the Indenture as a co-obligor;

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

         NOW THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt of which is hereby acknowledged, the
Guaranteeing Subsidiaries, the Guarantors and the Trustee mutually covenant and
agree for the equal and ratable benefit of the Holders of the Notes as follows:

         1. Capitalized Terms. Capitalized terms used herein without definition
shall have the meanings assigned to them in the Indenture.

         2. Amendment of Section 1.01 of the Indenture. Section 1.01 of the
Indenture is hereby amended to add the following defined term at its appropriate
location within the alphabetized list of defined terms contained therein:

                  "The Company" means Arch Western.

                                       1


         3. Amendment of Section 2.01 of the Indenture. Section 2.01(a) of the
Indenture is hereby amended and restated in its entirety as follows:

     (a) The Trustee shall initially authenticate Notes for original issue on
     the Issue Date in an aggregate principal amount of $700,000,000 upon a
     written order of the Issuer in the form of an Officers' Certificate (other
     than as provided in Section 2.07). The Issuer may, as long as permitted
     under this Indenture, issue and the Trustee shall authenticate (1) the
     Exchange Notes and (2) Additional Notes after the Issue Date in unlimited
     amount for original issue upon a written order of the Issuer in the form of
     an Officers' Certificate in aggregate principal amount as specified in such
     order. Each such written order shall specify the amount of Notes to be
     authenticated and the date on which such Notes are to be authenticated.

         4. Agreement to Become Co-obligor. Arch of Wyoming hereby agrees that
on the effective date of this Supplemental Indenture it shall assume all of the
obligations of the Issuer under the Notes and the Indenture as a co-obligor and
thereby shall be deemed to be an Issuer under the Indenture.

         5. Agreement to Guarantee. Each Guaranteeing Subsidiary hereby agrees
that on the effective date of this Supplemental Indenture (immediately after
giving effect to paragraph 4 above) it shall be a Subsidiary Guarantor pursuant
to Article Ten under the Indenture and be bound by the terms thereof applicable
to Guarantors and shall be entitled to all of the rights and subject to all of
the obligations of a Guarantor thereunder.

         6. No Recourse Against Others. A director, officer, employee or
shareholder, as such, of the Issuer or any Guaranteeing Subsidiary shall not
have any liability for any obligations of the Issuer or any Guaranteeing
Subsidiary under the Notes, the Indenture or any Note Guarantee or for any claim
based on, in respect of or by reason of such obligations or their creation. By
accepting a Note, each Holder shall waive and release all such liability. The
waiver and release shall be part of the consideration for the issue of the
Notes.

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

         8. Multiple Originals. The parties may sign any number of copies of
this Supplemental Indenture. Each signed copy shall be an original, but all of
them together represent the same agreement. One signed copy is enough to prove
this Supplemental Indenture.

         9. Effect of Headings. The Section headings herein are for convenience
only and shall not affect the construction hereof.

         10. Effectiveness. This Supplemental Indenture shall become effective
as of the date first above written.

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

                                       2


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


                                             
ARCH WESTERN FINANCE, LLC                       THUNDER BASIN COAL COMPANY, L.L.C.


By: /s/ JANET L. HORGAN                         By: /s/ JANET L. HORGAN
    ------------------------------------            ------------------------------------
    Name: Janet L. Horgan                           Name: Janet L. Horgan
    Title: Secretary                                Title: Secretary


ARCH WESTERN RESOURCES, LLC                     ARCH OF WYOMING, LLC


By: /s/ JANET L. HORGAN                         By: /s/ JANET L. HORGAN
    ------------------------------------            ------------------------------------
    Name: Janet L. Horgan                           Name: Janet L. Horgan
    Title: Secretary                                Title: Secretary


MOUNTAIN COAL COMPANY, L.L.C.                   ARCH WESTERN BITUMINOUS GROUP, LLC


By: /s/ JANET L. HORGAN                         By: /s/ JANET L. HORGAN
    ------------------------------------            ------------------------------------
    Name: Janet L. Horgan                           Name: Janet L. Horgan
    Title: Secretary                                Title: Secretary


TRITON COAL COMPANY, LLC


By: /s/ JANET L. HORGAN
    ------------------------------------
    Name: Janet L. Horgan
    Title: Secretary


THE BANK OF NEW YORK, AS TRUSTEE


By: /s/ ROBERT A. MASSIMILLO
    ------------------------------------
    Name: Robert A. Massimillo
    Title: Vice President



                                        3

                                                                    EXHIBIT 99.1

News from
Arch Western Resources, LLC

                                                        FOR FURTHER INFORMATION:

                                                                   DECK S. SLONE
                                                                 Vice President,
                                                   Investor and Public Relations
                                                                  (314) 994-2717

                                                           FOR IMMEDIATE RELEASE
                                                                OCTOBER 22, 2004


         ARCH WESTERN RESOURCES, LLC COMPLETES OFFERING OF SENIOR NOTES

         ST. LOUIS (Oct. 22, 2004) - Arch Western Resources, LLC announced today
the completion of its issuance of $250 million of 6-3/4% senior notes, due in
2013, pursuant to Rule 144A under the Securities Act of 1933, as amended. The
senior notes were issued through the company's wholly owned subsidiary, Arch
Western Finance, LLC, with Arch of Wyoming, LLC, also a wholly owned subsidiary
of the company, being a co-obligor.

         The notes form a single series with Arch Western Finance's existing
6-3/4% senior notes due in 2013, except that the new notes are subject to
certain transfer restrictions and are not fully fungible with the existing
notes. Arch Western Resources intends to use the net proceeds to repay and
retire the outstanding indebtedness under its $100.0 million term loan maturing
in 2007. The balance of the net proceeds will be loaned to Arch Western
Resources' parent company, Arch Coal, Inc., to be used to repay indebtedness
under Arch Coal's revolving credit facility and for general corporate purposes.

         The senior notes were only offered and sold to qualified institutional
buyers in accordance with Rule 144A and Regulation S under the Securities Act.
The senior notes have not been registered under the Securities Act or the
securities laws of any other jurisdiction. Unless the senior notes are so
registered, the notes may be offered and sold only in transactions that are
exempt from the registration requirements of the Securities Act or the
securities laws of any other jurisdiction.

         This press release shall not constitute an offer to sell or a
solicitation of an offer to buy, nor shall there be any sales of these
securities in any state or jurisdiction in which such an offer, solicitation, or
sale would be unlawful prior to registration or qualification under the
securities laws of any such state or jurisdiction.

- ----------
Source: Arch Western Resources, LLC