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                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                                   FORM 10-K

             [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                      THE SECURITIES EXCHANGE ACT OF 1934

                  FOR THE FISCAL YEAR ENDED DECEMBER 31, 1997

                                      OR

           [  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                      THE SECURITIES EXCHANGE ACT OF 1934

                        COMMISSION FILE NUMBER 1-13105

                                ARCH COAL, INC.
            (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                   DELAWARE                                     43-0921172
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       (STATE OR OTHER JURISDICTION OF                       (I.R.S. EMPLOYER
        INCORPORATION OR ORGANIZATION)                     IDENTIFICATION NO.)

CITYPLACE ONE, SUITE 300, ST. LOUIS, MISSOURI                    63141
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  (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                     (ZIP CODE)

CITYPLACE ONE, SUITE 300, ST. LOUIS, MISSOURI                    63141
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            (MAILING ADDRESS)                                  (ZIP CODE)

      REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (314) 994-2700

          SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

                                                       NAME OF EACH EXCHANGE ON
          TITLE OF EACH CLASS                              WHICH REGISTERED
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COMMON STOCK, PAR VALUE $.01 PER SHARE                  NEW YORK STOCK EXCHANGE

       SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: NONE

    INDICATE BY CHECK MARK WHETHER THE REGISTRANT (1) HAS FILED ALL REPORTS
REQUIRED TO BE FILED BY SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 DURING THE PRECEDING 12 MONTHS (OR FOR SUCH SHORTER PERIOD THAT THE
REGISTRANT WAS REQUIRED TO FILE SUCH REPORTS), AND (2) HAS BEEN SUBJECT TO SUCH
FILING REQUIREMENTS FOR THE PAST 90 DAYS. YES  X   NO
                                              ---     ---

    INDICATE BY CHECK MARK IF DISCLOSURE OF DELINQUENT FILERS PURSUANT TO ITEM
405 OF REGULATION S-K IS NOT CONTAINED HEREIN, AND WILL NOT BE CONTAINED, TO
THE BEST OF REGISTRANT'S KNOWLEDGE, IN ANY AMENDMENT TO THIS FORM 10-K. [X]

    AT MARCH 9, 1998, BASED ON THE NEW YORK STOCK EXCHANGE CLOSING PRICE, THE
AGGREGATE MARKET VALUE OF THE VOTING STOCK HELD BY NON-AFFILIATES OF THE
REGISTRANT WAS APPROXIMATELY $337,246,286. IN DETERMINING THIS FIGURE, ARCH
COAL, INC. HAS ASSUMED THAT ALL OF ITS EXECUTIVE OFFICERS AND DIRECTORS, AND
PERSONS KNOWN TO IT TO BE THE BENEFICIAL OWNERS OF MORE THAN FIVE PERCENT OF
ITS COMMON STOCK ARE AFFILIATES. SUCH ASSUMPTION SHALL NOT BE DEEMED CONCLUSIVE
FOR ANY OTHER PURPOSE.

    AT MARCH 12, 1998, THERE WERE 39,657,898 SHARES OF REGISTRANT'S COMMON
STOCK OUTSTANDING.

                      DOCUMENTS INCORPORATED BY REFERENCE

    PORTIONS OF ARCH COAL, INC.'S DEFINITIVE PROXY STATEMENT, TO BE FILED WITH
THE SECURITIES AND EXCHANGE COMMISSION NO LATER THAN APRIL 30, 1998, ARE
INCORPORATED BY REFERENCE INTO PART III OF THIS FORM 10-K.
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                                           TABLE OF CONTENTS

PAGE ---- PART I ITEM 1. Business............................................................................ 1 ITEM 2. Properties.......................................................................... 9 ITEM 3. Legal Proceedings................................................................... 11 ITEM 4. Submission of Matters to a Vote of Security Holders................................. 11 ITEM X. Executive Officers.................................................................. 11 PART II ITEM 5. Market for Registrant's Common Equity and Related Stockholder Matters............... 12 ITEM 6. Selected Financial Data............................................................. 13 ITEM 7. Management's Discussion and Analysis of Financial Condition and Results of Operations.......................................................................... 14 ITEM 7A. Quantitative and Qualitative Disclosures About Market Risk......................... 22 ITEM 8. Financial Statements and Supplementary Data......................................... 23 ITEM 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.......................................................................... 44 PART III ITEM 10. Directors and Executive Officers of the Registrant................................. 44 ITEM 11. Executive Compensation............................................................. 44 ITEM 12. Security Ownership of Certain Beneficial Owners and Management..................... 44 ITEM 13. Certain Relationships and Related Transactions..................................... 44 PART IV ITEM 14. Exhibits, Financial Statement Schedule and Reports on Form 8-K........................................................................... 45
3 PART I ITEM 1. BUSINESS Arch Coal, Inc. ("Arch Coal" or the "Company") is the 6th largest U.S. coal producer (when measured by tons produced). The Company markets its coal primarily to domestic electric utilities and abroad, principally Europe. The Company estimates that as of December 31, 1997, approximately two billion recoverable tons of demonstrated (proven) and indicated (probable) coal reserves were held by the Company's subsidiaries in the Central Appalachian, Illinois and Western coal fields. Arch Coal was incorporated in Delaware in 1969. RECENT DEVELOPMENTS Closure of Mine No. 37. On January 31, 1998, the Company discontinued operation of two continuous miner units in Mine No. 37 and the Cave Branch preparation plant in Kentucky. Longwall mining equipment had operated at Mine No. 37 until the third quarter of 1997 when the reserves mineable with such equipment were depleted. Mine No. 37 produced 3.9 million tons during 1997, and the continuous miners were expected to produce approximately 1.9 million tons of coal through scheduled depletion of their dedicated reserves in 1999. The first quarter of 1998 will be adversely affected by certain costs associated with discontinuing this operation. The Company does not anticipate a significant write-down of assets as most of the carrying amount of the assets is expected to be recovered. New Wage Agreement with United Mine Workers. The Company's Hobet Mining, Inc. ("Hobet") and Apogee Coal Company ("Apogee") subsidiaries and the United Mine Workers of America ("UMWA") executed the National Bituminous Coal Wage Agreement of 1998 (the "Wage Agreement") effective January 1, 1998. The Company believes that the terms of the Wage Agreement do not adversely affect the Company, and that the Wage Agreement provides important certainty for the Company with respect to its labor relations until expiration of the Wage Agreement on December 31, 2002. A summary of the terms of the Wage Agreement is included in the discussion of Employees beginning at page 6 below. MERGER WITH ASHLAND COAL On July 1, 1997, Ashland Coal, Inc. ("Ashland Coal") merged with a subsidiary of the Company. The merger was accounted for as a purchase and resulted in Ashland Coal becoming a wholly-owned subsidiary of the Company. A total of 18,660,054 shares of Company common stock was issued in the merger. At the time of the merger, Ashland Coal was engaged in the mining, processing and marketing of low-sulfur bituminous coal primarily in the eastern United States and Ashland Inc. ("Ashland") owned stock representing approximately 57% of the voting power of Ashland Coal and 50% of the voting stock of the Company. Ashland currently owns approximately 54% of the Company's outstanding common stock. Period to period comparisons in this report, including comparisons in the 1997 Sales and Production section below, the Company's Selected Financial Data in Item 6, Management's Discussion and Analysis in Item 7, Financial Statements in Item 8, and Financial Statement Schedules in Item 14, have been materially affected by the merger with Ashland Coal. 1997 SALES AND PRODUCTION In 1997, the Company and its independent operating subsidiaries sold approximately 40.5 million tons of coal, as compared to sales of approximately 29.4 and 26.7 million tons in 1996 and 1995, respectively. Approximately 72% of the total tonnage sold during 1997 was sold under long-term contracts as compared to approximately 72% for 1996 and 76% for 1995. The balance was sold on the spot market (contracts of a term of one year or less). Sales of metallurgical coal in 1997 totaled 1.5 million tons, or approximately 4% of the Company's total 1997 coal sales. In 1997, the Company sold approximately 1.9 million tons of coal in the export market, compared to approximately 0.1 million tons in 1996 and 0.2 million tons in 1995. Sales of metallurgical coal accounted for approximately 35% of these export sales in 1997, while the balance of export sales consisted of sales of steam coal. Approximately 74%, 72% and 80% of total revenues for 1997, 1996 and 1995, respectively, were derived from long-term contracts (i.e., contracts of a term greater than one year). In 1997, the Company's independent operating subsidiaries produced approximately 36.7 million tons of coal as compared to approximately 26.9 and 25.6 million tons for 1996 and 1995, respectively. In 1 4 addition, the Company purchased for resale approximately 2.9 million tons of coal during 1997, approximately 2.0 million tons during 1996 and approximately 1.2 million tons during 1995. MARKETING AND SALES CONTRACTS As is characteristic of the coal industry, from time to time the expiration of long-term sales contracts to which the Company is a party makes large amounts of previously committed tonnage available for commitment under new sales contracts. Virtually all of the Company's production that had been committed under sales contracts which expired during 1997, including most of the tonnage under a 1.9 million ton-per-year contract which expired in December 1997, has been recommitted under new long-term agreements or will be committed under sales contracts currently pending execution. As is the trend in the coal industry, the term of the Company's new long-term coal sales contracts is becoming shorter, and most of the Company's new long-term sales contracts expire in three years or less. The Company believes that many of its new commitments were made at favorable prices relative to the current market price for similar quality coal, as a combination of factors, including a relatively mild winter in the markets served by many of the Company's utility customers, have caused coal prices to decline somewhat since such commitments were made. Contracts covering approximately 15% of the Company's total production are scheduled to expire at the end of 1998. These contracts are largely priced at or near the current market price, and the Company does not expect any difficulty in obtaining new commitments for this tonnage, nor does it anticipate a meaningful difference between the current contract price under these expiring contracts and the price at which the tonnage can be recommitted. Since the July 1 merger with Ashland Coal, a variety of steps have been taken, including amendment of sales contracts, to increase the number of Company mines available to supply a given contract, and thereby to increase the margin realizable by the Company on the sale of its coal and decrease the customer's cost of fuel. The Company intends to continue to pursue sales contract amendments and new arrangements which will allow it to fully and efficiently utilize the variety of production sources and transportation options made available by the merger. For example, as a result of production options created by the merger, the Company has shifted some production commitments of Mingo Logan operations to other transportation advantaged sources, thereby lowering the customer's costs and improving the Company's realizations by selling some of this high-quality Mingo Logan product in the premium-priced metallurgical coal market. As previously reported, the Company's Wyoming operations have experienced substantial difficulties, including a 1997 fire that delayed deployment of equipment, and, more recently, transportation delays as a consequence of poor rail service from the Union Pacific Railroad after its merger with Southern Pacific Railroad. Most recently, the Wyoming operations have experienced an unexpected and substantial deterioration of customer demand for the Company's Wyoming low-sulfur, low-Btu product. While the Company's Wyoming coal has always been at a relative quality disadvantage vis-a-vis regional coals with higher Btu and similar sulfur content, the price premium traditionally afforded the higher-Btu product has permitted the Company to successfully market its lower-priced product to certain customers with less stringent Btu requirements. Recently, this premium has narrowed as a result of an oversupply of competing higher-Btu coal in the market. Consequently, the Company has elected to substantially reduce its Wyoming coal mining operations in 1998 in anticipation of better market conditions in 1999 when the current oversupply of higher-Btu product is expected to diminish. For more information concerning the Company's Wyoming mines, see Western Operations at page 6 below. During 1997, utility deregulation and consequent efforts by utilities to minimize costs led to changes in power purchase arrangements among utilities and third party producers of electricity from whom utilities purchase power. In this regard, in January, 1998, the Company was advised that the coal purchases by one of its customers for a power plant were being substantially reduced as a consequence of amendment to a power purchase agreement between the customer and the utility purchasing its power that is likely to lower the electrical output (and coal burn) of the plant. For further information about this matter, see "Management's Discussion and Analysis of Financial Condition and Results of Operations" in Part II, Item 7 beginning at page 14 of this report. Absent changes in output dictated by changes in governmental regulation or by reason of a "force majeure" event, the Company generally has minimal exposure under its sales contracts to changes in its customers' electrical output because most contracts specifically define the base tonnage required to be purchased by the customer. However, optional tonnage rights in otherwise fixed-tonnage contracts are frequently measured by reference to the customer's requirements, and the Company 2 5 expects to see greater volatility in individual customer demand as a result of shorter contract terms and changes in electrical output by customers' plants as a consequence of deregulation. OPERATIONS Central Appalachian Operations Mingo Logan Operations. The Mingo Logan Complex is located in Mingo and Logan Counties, West Virginia, on approximately 20,500 acres containing approximately 42.1 million recoverable tons of coal. The Mingo Logan Complex currently consists of one surface mining operation conducted by an independent contract miner, four underground mines operated by independent contract miners, and a longwall mine ("Mountaineer Mine") operated by Mingo Logan Coal Company ("MLCC"). Three MLCC and one independent contract continuous miner sections also operate in the Mountaineer Mine. The Black Bear preparation plant is connected to the Mountaineer Mine by a conveyor and to the loadout on the Norfolk Southern Railway Company ("Norfolk Southern") railroad by a second conveyor. The loadout facility is capable of loading a 13,000-ton unit train in less than four hours. The total cost of property, plant, and equipment at the Mingo Logan Complex at December 31, 1997, was $89.2 million, and the net book value was $78.7 million. The Mingo Logan Complex produced approximately 8.4 million tons of coal during 1997. Another Mingo Logan operation, the Holden 25 Mine, is a contract surface mine operating on leased reserves. The Holden 25 Mine produced approximately 1.1 million tons of coal in 1997. The Holden 25 Mine is expected to produce approximately 1.0 million tons prior to depletion of its assigned reserves in 1999. The coal from the Holden 25 Mine, as well as some coal from the Mingo Logan Complex, is loaded onto the Norfolk Southern railroad at the Holden 25/Ragland loadout. The Holden 25/Ragland loadout has an operating capacity of 3,200 tons per hour. The Holden 25 Mine also has an idle 650 ton-per-hour preparation plant which may resume operation with the development of the Phoenix reserves, described below. The total cost of the Holden 25 Mine's property, plant and equipment at December 31, 1997, was $5.8 million, and the net book value was $3.4 million. Additionally, MLCC has entered into a contract mining agreement with its affiliate, Coal-Mac, Inc. ("Coal-Mac"), whereby Coal-Mac will mine a large surface coal reserve (known as the Phoenix reserve) on approximately 2,600 acres in Logan and Mingo Counties, West Virginia. Production is scheduled to begin in April, 1998. Annual production from this new mine is expected to reach approximately 1.5 million tons by 1999 and to remain constant at that level until the assigned reserve base of approximately 29 million recoverable tons is exhausted. Dal-Tex Complex. The Dal-Tex mining complex ("Dal-Tex Complex") is located primarily in Logan County, West Virginia, on approximately 25,000 acres containing approximately 91 million tons of recoverable coal. The Dal-Tex Complex currently consists of one large-scale surface mine using modern surface mining equipment, including an 83-cubic-yard walking dragline, two 51-cubic-yard shovels, and one 24-cubic-yard loader. The surface mine is complemented by two deep mines utilizing continuous miner sections. One deep mine is operated by an independent contract miner. The Dal-Tex Complex includes the Monclo preparation plant, which is located on the CSX Transportation rail system ("CSX") , and is capable of loading a 14,000-ton unit train in less than four hours. The total cost of property, plant, and equipment at the Dal-Tex Complex at December 31, 1997, was $55.4 million, and the net book value was $51.6 million. Approximately 5.9 million tons of coal were produced at the Dal-Tex Complex during 1997. Hobet 21 Complex. The Hobet 21 mining complex ("Hobet 21 Complex") in Boone and Lincoln Counties, West Virginia, currently has dedicated reserves of approximately 98 million recoverable tons of coal. The Hobet 21 Complex consists of a large-scale surface mine, two contract deep mines and the 1,400-ton-per-hour Beth Station preparation plant. The surface mine uses modern surface mining equipment, including an 83-cubic-yard walking dragline and a 51-cubic-yard shovel. A conveyor belt system transports the coal from the surface mine to the Beth Station preparation plant where the coal is cleaned and loaded into railcars at the adjacent 150-car rail siding for shipment on the CSX rail system. The Beth Station preparation plant is capable of loading a 15,000-ton unit train in less than four hours. The total cost of property, plant, and equipment at the Hobet 21 Complex at December 31, 1997, was $70.2 million, and the net book value was $65.6 million. Approximately 4.4 million tons of coal were produced at the Hobet 21 Complex during 1997. In November 1997, the Company acquired approximately 23 million tons of low-sulfur coal reserves adjacent to the Hobet 21 Complex for $6 million. 3 6 Hobet 07 Operations. Hobet 07's primary mining complex (the "Hobet 07 Complex"), located in Mingo and Logan Counties, West Virginia, is expected to produce approximately 1.4 million tons of coal during 1998, and thereafter to discontinue operations. The Hobet 07 Complex currently has three deep mines, one of which is operated by Hobet and two of which are operated by independent contractors. The Hobet 07 Complex includes the 950-ton-per-hour Pine Creek preparation plant which is served by CSX. The total cost of property, plant, and equipment at the Hobet 07 Complex at December 31, 1997, was $3.8 million, and the net book value was $2.8 million. The Hobet 07 Complex produced about 1.7 million tons of coal during 1997. Other Hobet 07 operations consist of a contract deep mine in Logan County, West Virginia (the "Holden 22 Mine"), that produced .5 million tons of coal in 1997. Holden 22 Mine reserves are expected to deplete in 1998. Coal produced from this deep mine is loaded on the CSX at the Holden 22 loadout or trucked to Arch Coal Terminal Inc.'s Lockwood Dock terminal facility on the Big Sandy River ("Lockwood Dock") and shipped by barge. The total cost of property, plant, and equipment at the Holden 22 Mine at December 31, 1997, was $1.1 million, and the net book value was $.4 million. Ruffner Mine. The Ruffner Mine, located in Logan County, West Virginia, is a surface mining operation utilizing a 49-cubic-yard dragline, a 43-cubic-yard shovel, a 22-cubic-yard shovel and a 28-cubic-yard loader. The Ruffner Mine has 25.4 million tons of dedicated recoverable coal reserves. Most of the coal produced by the Ruffner Mine is shipped run-of-mine and does not require processing, but any required processing occurs at the 650 ton-per-hour Ruffner preparation plant. Ruffner production is shipped on the CSX from the 4,000 ton-per-hour Fanco loadout in Logan County, West Virginia. As of December 31, 1997, the total cost of the Ruffner Mine property, plant and equipment was $81.8 million, and the net book value was $31.4 million. Approximately 3.4 million tons of coal was produced by the Ruffner Mine during 1997. Wylo Mine. The Wylo Mine, located in Logan County, West Virginia, is a truck-shovel surface operation utilizing a 53-cubic-yard shovel and a 28-cubic-yard loader. Approximately 1.6 million tons of coal were produced by the Wylo Mine in 1997. The Wylo mine is expected to remain in production and produce approximately 2.7 million tons through 1999. Coal produced at the Wylo Mine is processed and shipped through the Ruffner preparation plant and the Fanco loadout (described above), or trucked to the Lockwood Dock for shipment by barge. At December 31, 1997, the total cost of the Wylo Mine property, plant and equipment was $41.1 million, and the net book value was $12.7 million. Samples Mine. The Samples Mine consists of a large-scale surface mine producing approximately 4.6 million tons annually and utilizing a 110-cubic-yard dragline, a 53-cubic-yard shovel, a 22-cubic-yard hydraulic excavator and two 28-cubic-yard loaders. The mine is located in Boone, Raleigh and Kanawha Counties, West Virginia, on lands containing approximately 37.5 million tons of recoverable coal. Annual production is projected to increase from 1997 levels of 4.4 million tons to approximately 4.7 million tons per year in 2001. Most of the coal produced at the Samples Mine does not require processing and is shipped by truck to the Paint Creek terminal for shipment by barge. Any processing and rail shipment that is required occurs through the 250 ton-per-hour Toms Fork preparation plant and the 4,000 ton-per-hour Toms Fork loadout facility on the CSX. The total cost of the property, plant and equipment of the Samples Mine at December 31, 1997, was $97.6 million and the net book value was $57.5 million. In April 1997, the Company acquired the Kayford James reserve area consisting of approximately 13 million tons of low-sulfur coal reserves adjacent to the Samples Mine for net consideration of approximately $17.0 million. Campbells Creek Operations. Campbells Creek operations include two contract underground mines operating on leased and fee properties located in Kanawha County, West Virginia containing approximately 6.8 million tons of dedicated coal reserves. Run-of-mine coal from the underground operations is processed at the Campbells Creek preparation plant, which is operated by a contractor. The total cost of the Campbells Creek operations, property, plant and equipment at December 31, 1997 was $6.0 million, and the net book value was $2.3 million. The Campbells Creek mines produced approximately .8 million tons of coal in 1997, and reserves for Campbells Creek operations are expected to be depleted in 2003. Lone Mountain Operations. Lone Mountain's operations consist of two underground mines, the Darby Fork Mine and the Huff Creek Mine, both in Harlan County, Kentucky. These mines are currently operating predominantly on fee property containing approximately 2.9 million tons of dedicated recoverable coal reserves and there are significant additional reserves available for dedication to these operations. The Darby Fork Mine was a two section mine in 1997, and a third section was added in early 1998. All three-sections utilize battery cars for haulage. The Huff Creek Mine currently operates three sections, two with continuous haulage units. Coal produced from the Darby 4 7 Fork and Huff Creek Mines is transported on a beltline system directly to the 850 ton-per-hour Lone Mountain preparation plant where it is washed. The loadout has dual rail service on the Norfolk Southern and CSX, and is capable of loading at a rate of 3,000 tons per hour. The Darby Fork Mine produced .6 million tons of coal in 1997, and the Huff Creek Mine produced 1.4 million tons in the same period. The total cost of property, plant and equipment for the Lone Mountain operations at December 31, 1997, was $54.7 million, and the net book value was $22.2 million. Coal-Mac Operations. Coal-Mac operates three surface mines in Pike County, Kentucky, and has entered into a contract mining agreement with Mingo Logan to mine the Phoenix reserve in Mingo and Logan Counties, West Virginia. Approximately 5.7 million recoverable tons of coal reserves in Pike County are dedicated to Coal-Mac's Kentucky operations. Coal-Mac's Kentucky production is trucked to the Elkhorn City loadout and shipped raw on the CSX. The total cost of property, plant and equipment at Coal-Mac's Kentucky operations at December 31, 1997, was $17.4 million, and the net book value was $14.6 million. During 1997, Coal-Mac operations mined approximately 1.7 million tons of coal. Pardee Complex. The Pardee Complex, located on fee property containing approximately 12.3 million tons of dedicated recoverable coal reserves in Wise County, Virginia, includes the Pardee, Band Mill and Dogwood Mines and the Pardee preparation plant and loadout. The original Pardee Surface Mine was a contour mining operation utilizing a 28-cubic-yard loader, along with a small loader and auger operation. The mine produced approximately .7 million tons of coal in 1997, but since the merger with Ashland Coal, the original Pardee Surface Mine's contour mining operations have been closed and its production commitments have been moved to lower-cost operations. Approximately .5 million tons of coal will be produced from a new Pardee Mine in 1998 utilizing smaller-scale surface mining and auger equipment on reserves near the original Pardee Surface Mine. The Band Mill Mine is a two-section underground mine initially developed in 1996. This mine produced approximately .7 million tons of coal in 1997. The second section, with a continuous haulage system, became operational in the first quarter of 1997. The Band Mill Mine is projected to produce approximately .9 million tons of coal per year until exhaustion of its dedicated reserves, estimated to occur in 2005. The Dogwood Mine is a contract deep mine. Approximately .7 million tons of coal reserves are dedicated to the Dogwood Mine, and its reserves will deplete in 2002. The majority of Pardee Complex surface-mined coal is shipped on a raw basis, while all deep production and some highwall production requires processing. Coal is processed at the 250 ton-per-hour Pardee preparation plant and shipped from the 4,000 tons-per-hour Pardee loadout on the Norfolk Southern railroad. The total cost of the Pardee Complex property, plant and equipment at December 31, 1997 was $30.3 million, and the net book value was $16.3 million. Illinois Operations Captain Mine. The Captain Mine in Perry County, Illinois, is a large-scale surface mine utilizing modern mining equipment, including an electric shovel with a 105-cubic-yard bucket and a bucket wheel excavator. The Captain Mine reserves are expected to be exhausted in mid-1998. 1997 production was approximately 2.8 million tons. At December 31, 1997, the total cost of the Captain Mine's property, plant and equipment was $80.3 million, and the net book value was $4.1 million. Conant Mine. The Conant Mine, an underground operation also located in Perry County, Illinois, currently operates three continuous miners using battery powered coal haulers and the Archveyor(R) system. Approximately 25 million tons of recoverable coal are currently dedicated to Conant Mine operations, and production from the Conant Mine is expected to increase from 1997 production of approximately 2.0 million tons to approximately 2.6 million tons in 1998 and approximately 3.0 million tons annually in 1999-2002 (as a result of addition of a fourth section in late 1998 early 1999). The total cost for the Conant Mine's property, plant and equipment at December 31, 1997, was $40.1 million, and the net book value was $17.1 million. The coal produced from the Captain and Conant Mines is processed through the Captain preparation plant and loadout and is loaded onto the Illinois Central Railroad or Union Pacific Railroad at the rate of 3,800 tons per hour. The total cost of the Captain preparation plant and loadout's property, plant and equipment at December 31, 1997, totalled $40.3 million, and its net book value was $1.4 million. 5 8 Western Operations Medicine Bow Mine. The Medicine Bow Mine a surface mine in Carbon County, Wyoming, produced 1.6 million tons of coal during 1997. As a result of competition from similarly-priced higher-Btu coal produced by the Company's competitors, the Medicine Bow Mine now is only expected to produce a total of approximately 1.9 million tons through its depletion in 2000. The Medicine Bow Mine utilizes a dragline with a 76-cubic-yard bucket and a dragline with a 64-cubic-yard bucket for overburden removal and reclamation. Significantly reduced mining and increased reclamation activities will continue through 1998 pending a determination when to increase coal production. Seminoe II Mine. The Seminoe II Mine is a surface mine that first began production in 1973 and was idled in 1989. It was reactivated in mid-1995 and produced .6 million tons in 1997. Approximately 1.4 million tons of coal are currently dedicated to Seminoe II Mine production. Equipment deployed at the Seminoe II Mine includes the Archveyor(R) system and a 32-cubic-yard dragline. As a result of the same market factors experienced at the Medicine Bow Mine, the Seminoe II Mine is not expected to produce significant amounts of coal in 1998, although reclamation activities will remain ongoing pending a determination when to increase coal production. Coal from each of the Medicine Bow and Seminoe II Mine loadouts is loaded out of stockpile areas for unit train shipment at a rate of 4,000 tons per hour on the Union Pacific Railroad. The total cost of property, plant and equipment at Medicine Bow and Seminoe II Mines at December 31, 1997, was $65.3 million, and the net book value was $6.8 million. In June 1996, the Company acquired approximately 58,000 acres of land containing approximately 96 million tons of low-sulfur coal reserves in the Carbon Basin reserve area, approximately 25 miles southeast of the Seminoe II Mine, for $14.2 million. Since acquiring this property, the Company has sold a significant portion of the noncoal producing lands to third parties. The Company intends to develop 27 million tons of these reserves as a large-scale surface mining operation, with production currently projected to begin in 2001. All of the mining complexes, mines and related facilities described above in OPERATIONS are accessible by public road, and power to the complexes, mines and facilities is supplied by public utility companies doing business in the area of such operations. The total cost of property, plant and equipment reflects purchase accounting adjustments. TRANSPORTATION Coal from the mines of the Company's subsidiaries is transported by rail, truck, and barge to domestic customers and to Atlantic coast terminals for shipment to domestic and international customers. The Lockwood Dock is located on a 60-acre site on the Big Sandy River approximately seven miles upstream from its confluence with the Ohio River. In addition to providing storage and transloading services, the Lockwood Dock provides certain maintenance and other services at the Company's idle Big Sandy Terminal operation. The coal transloading and storage business of Big Sandy Terminal and the Lockwood Dock was consolidated at the Lockwood Dock shortly after the July 1 merger with Ashland Coal. The Paint Creek Terminal is located on leased property on the Kanawha River at Crown Hill, West Virginia. The facility transloads coal trucked from the Samples Mine for shipment by barge to the Company's customers. In addition, Company subsidiaries together own a 17.5% interest in Dominion Terminal Associates ("DTA"), which leases and operates a ground storage-to-vessel coal transloading facility (the "DTA Facility") in Newport News, Virginia. The DTA Facility has a throughput capacity of 20 million tons of coal per year and ground storage capacity of approximately 1.7 million tons. The DTA Facility serves international customers, as well as domestic coal users located on the eastern seaboard of the United States. For additional information concerning the Company's investment in DTA, see the last paragraph in Note 18 to the Company's Consolidated Financial Statements on page 42 below and incorporated by reference in this Item 1. EMPLOYEES As of March 11, 1998, the Company and its independent operating subsidiaries employed a total of 3,366 people (including 36 part-time employees), 1,392 of whom are represented by the UMWA. Apogee and Hobet each are signatories to the Wage Agreement, which was ratified on December 16, 1997, became effective January 1, 1998, and 6 9 expires on December 31, 2002. The provisions of the Wage Agreement will not significantly affect the Company's operating costs. The terms of the Wage Agreement principally affected pension matters for laid-off miners by allowing miners with 20 years of pension credit to retire regardless of their age. Pension accruals for active miners also were increased by $4 per month for all years of service, past and future, and effective in January 2000, the pension schedule for active miners was increased an additional $2 per month per year of service. These changes together resulted in an increase of 25% in a miner's pension income. For retired members, pensions for all classes of retirees were increased by $15 per month. In addition, the Wage Agreement provides for wage increases totalling $1.10 per hour over the first three years and a lump sum wage payment of $600 after both the third and fourth years of the contract. Other benefits and changes included increases in certain life, accident and health care insurance benefits; increases in the contribution rates for the UMWA Training and Education Fund and the UMWA 1993 Benefit Fund; revised work protection procedures for grievances related to job opportunities and under the 1995 Memorandum of Understanding Regarding Job Opportunities; and rules changes to permit more flexible scheduling by employers. REGULATIONS AFFECTING COAL MINING Coal mining is subject to strict regulation by federal, state, and local authorities. The scope of the regulation includes environmental and health and safety matters, and permits are required to be obtained by mining companies, the terms of which permits strictly regulate the environmental effects of coal mining by the permittee. Permitting and Environmental Matters Numerous permits are required for mining operations. The Company believes all permits required to conduct present mining operations have been obtained. The Company believes that, upon the filing of the required information with the appropriate regulatory agencies, all permits necessary for continuing operations will be obtained. Nevertheless, the regulatory authorities exercise considerable discretion in the timing of permit issuance. Because both private individuals and the public at large possess rights to comment on and otherwise engage in the permitting process, no assurance can be made that all permits will be issued in a timely matter. The federal Surface Mining Control and Reclamation Act of 1977 ("SMCRA") was enacted to regulate certain surface mining of coal and the surface effects of underground mining. All states in which the Company's subsidiaries operate have similar laws and regulations enacted pursuant to SMCRA which regulate surface and deep mining that impose, among other requirements, reclamation and environmental requirements and standards. The federal Clean Water Act affects coal mining operations by imposing effluent discharge restrictions on pollutants discharged into waters. In addition, the United States Environmental Protection Agency ("EPA") has permitting requirements for storm water discharges from industrial facilities. These regulations require permits for some aspects of mining operations. Regular monitoring and compliance with reporting requirements and performance standards are preconditions for the issuance and renewal of permits governing the discharge of pollutants into waters. Further, mining operations are subject to Clean Water Act regulations with respect to discharges into some ponds created to treat or dispose of coal mining wastes. All states in which the Company's subsidiaries operate also have laws restricting discharge of pollutants into the waters of those states. The federal Resource Conservation and Recovery Act ("RCRA") and implementing federal regulations exclude from the definition of hazardous waste all coal extraction, beneficiation and processing wastes. Additionally, other coal mining wastes which are subject to an SMCRA permit are exempt from RCRA permits and standards. Each of the states in which the Company's subsidiaries are currently engaged in mining similarly exempt coal mine waste from their respective state hazardous waste laws and regulations. The federal Comprehensive Environmental Response, Compensation and Liability Act, as amended by the Superfund Amendments and Reauthorization Act, affects coal mining operations by subjecting them to liability for the remediation of releases of hazardous substances (other than waste excluded from federal and state regulation, as noted above) that may endanger public health or welfare or the environment. 7 10 The federal Clean Air Act, as amended in 1990, imposes numerous requirements on various categories of emission sources and West Virginia state air regulations impose permitting obligations and performance standards on certain coal preparation plants and coal handling facilities, such as crushers and screens. Health and Safety Matters The federal Mine Safety and Health Act of 1977 imposes health and safety standards on all mining operations. Regulations are comprehensive and affect numerous aspects of mining operations, including training of mine personnel, mining procedures, blasting, and the equipment used in mining operations. The Black Lung Benefits Reform Act of 1977 generally requires each coal mine operator to secure payment of federal and state black lung benefits to its employees through insurance, bonds, or contributions to a state-controlled fund. The Black Lung Benefits Reform Act of 1977 also provides for the payment from a trust fund of benefits and medical expenses to employees for whom no benefits have been obtainable from their employer. This trust is financed by a tax on coal sales. The Coal Industry Retiree Health Benefit Act of 1992 ("Benefit Act") addressed two under-funded trust funds which were created to provide medical benefits for certain UMWA retirees. The Benefit Act provides for the funding of medical and death benefits for certain retired members of the UMWA through premiums to be paid by assigned operators (former employers), transfers of monies in 1993 and 1994 from an overfunded pension trust established for the benefit of retired UMWA members, and transfers from the Abandoned Mine Lands Fund (funded by a federal tax on coal production) that commenced in 1995. The constitutionality of the Benefit Act has been challenged and the U.S. Supreme Court has heard, but has not yet ruled upon, the case. If the Benefit Act is declared unconstitutional, there will be an immediate favorable benefit to the Company. However, the Company is uncertain of the ultimate financial impact of such decision because such impact will depend in part on the nature of substitute legislation, if any, arising as a consequence of such a ruling. Compliance with Regulatory Requirements and Existing Environmental Liability The Company's operating subsidiaries endeavor to conduct their operations in compliance with all applicable federal, state, and local laws and regulations. However, because of the extensive and comprehensive regulatory requirements, violations during mining operations are not unusual in the industry. From time to time the Company and its subsidiaries are party to civil and administrative proceedings as a result of alleged failures to comply with mandatory federal or state health and safety regulations. The Company believes that any adverse results in the currently pending proceedings, if incurred, would not have a material adverse effect on the Company's consolidated financial condition, results of operations, or liquidity. Mingo Logan is a party to civil and administrative proceedings brought by owners of commercial surface property overlying part of Mingo Logan's Mountaineer Mine. These proceedings seek revocation of mining permits for the Mountaineer Mine and seek damages for loss in the value of the plaintiffs' property and business. The Company does not believe that Mingo Logan's mining permits will be revoked as a result of these proceedings, and that the damage claim will not have a material adverse effect on the Company's consolidated financial condition, results of operations, or liquidity. On October 31, 1997, the EPA notified a Company subsidiary that it was a potentially responsible party in the investigation and remediation of two hazardous waste sites located in Kansas City, Kansas, and Kansas City, Missouri. The Company's involvement arises from the subsidiary's sale, in the mid-1980's, of fluids containing small quantities of polychlorinated biphenyls ("PCBs") to a company authorized to engage in the processing and disposal of these wastes. Some of these waste materials were sent to one of the sites for final disposal. The Company responded to the information request submitted by EPA on December 1, 1997. Any liability which might be asserted by EPA against the Company is not believed to be material because of the de minimis quantity and concentration of PCBs linked to the Company. Moreover, the party with whom the subsidiary contracted to dispose of the waste material has agreed to indemnify the Company for any costs associated with this action. On October 24, 1996, the rock strata overlaying an abandoned underground mine adjacent to the coal-refuse impoundment used by the Lone Mountain preparation plant failed, resulting in an accidental discharge of approximately 6.3 million gallons of water and fine coal slurry into a tributary of the Powell River in Lee County, Virginia. At the request of the EPA and the U.S. Fish and Wildlife Service, the United States Attorney for the Western District of 8 11 Virginia opened a criminal investigation of the 1996 incident. Arch Coal is cooperating with the investigation, the results of which are not expected until sometime later in 1998. Except as described herein, the Company is not aware of any alleged or existing conditions on property in which it has an ownership or other interest that would give rise to material liability under federal, state, and local environmental laws, regulations, or ordinances. The Company believes that continued compliance with regulatory standards will not substantially affect its ability to compete with similarly situated coal mining companies. SEASONALITY The results of the third quarter of each year are frequently adversely affected by lower production and resultant higher costs because of scheduled vacation periods at the majority of the Company's mines. In addition, costs are typically somewhat higher during vacation periods because of maintenance activity carried on during those periods. These adverse effects on the third quarter may make the third quarter not comparable to the other quarters and not indicative of results to be expected for the full year. RELIANCE ON MAJOR CUSTOMERS The Company's total sales to Southern Company and AEP and their respective affiliates accounted for approximately 18% and 13%, respectively, of the Company's total revenues in 1997. Southern Company and AEP and/or their affiliates each currently have multiple long-term contracts with the Company. If the Company experienced an unanticipated and immediate loss of all of the contracts of either of these customers, the loss could have a material adverse effect on the Company's business and results of operations. COMPETITION The coal industry is highly competitive, and the Company competes (principally in price, location, and quality of coal) with a large number of other coal producers, some of which are substantially larger and have greater financial resources and larger reserve bases than the Company. Most long-term supply agreements and spot market orders are the result of competitive bidding. Coal also competes with other energy sources such as oil, natural gas, hydropower, and nuclear energy for steam and electrical power generation. Over time, the cost and other factors, such as safety and environmental considerations, relating to these alternative fuels may affect the overall demand for coal as a fuel. ITEM 2. PROPERTIES As of December 31, 1997, the Company's subsidiaries owned, or controlled primarily through long-term leases, approximately 275,000, 100,000 and 2,000 acres of coal lands in West Virginia, Eastern Kentucky, and Virginia, respectively; 161,000 acres of coal lands in the Illinois Basin; and 53,000 acres of coal lands in Wyoming. Approximately 14,500 acres of the Company's coal land are leased from the federal government with terms expiring between 1999 and 2011, subject to readjustment and/or extension and to earlier termination for failure to meet diligent development requirements. The Company's subsidiaries also control through ownership or long-term leases approximately 4,100 acres of land which are used either for its coal processing facilities or are being held for possible future development. The Pine Creek, Black Bear, Campbells Creek, Samples, Ruffner and Holden 25/Ragland preparation plants and related loadout facilities are located on properties held under leases which expire in 2030, 2007 (with an optional 20-year extension), 2003, 2012, 2062 and 2006 (with unlimited extensions), respectively, and the balance of the Company's preparation plants and loadout facilities are located on property owned by the Company. The Company's executive headquarters occupy approximately 50,000 square feet of leased space at CityPlace One, St. Louis, Missouri, and the Company maintains an operational headquarters in approximately 100,000 square feet of subleased space at 2205 Fifth Street Road, Huntington, West Virginia. The descriptions set forth above in Item 1. Business of the Company's subsidiaries' mining complexes, mines, transportation facilities and other operations are hereby incorporated into this Item 2 by reference. The Company's subsidiaries currently own or lease the equipment that is significant to their mining operations. Hobet, Apogee and Catenary Coal Company lease equipment pursuant to a sale and leaseback transaction entered into in January 29, 1998. For further information about this 1998 sale-leaseback transaction, see Note 16 to the Company's Consolidated Financial Statements on page 41 below. 9 12 COAL RESERVES The Company estimates that its subsidiaries owned or controlled, as of December 31, 1997, approximately two billion recoverable tons of proven and probable coal reserves. Reserve estimates are prepared by the Company's engineers and geologists and reviewed and updated periodically. Total reserve estimates and reserves assigned/dedicated to mines and complexes will change from time to time reflecting mining activities, analysis of new engineering and geological data, changes in reserve holdings and other factors. The following table presents the Company's estimated reserves at December 31, 1997: Recoverable Coal
MEASURED INDICATED TOTAL ---------- --------- --------- (THOUSANDS OF TONS) Central Appalachia...................................... 1,048,356 436,736 1,485,092 Illinois................................................ 312,861 101,550 414,411 Wyoming (and Other)..................................... 101,783 72,236 174,019 --------- ------- --------- Total................................................... 1,463,000 610,522 2,073,522 ========= ======= =========
Approximately 47% of the Company's coal reserves are held in fee, with the balance controlled by leases most of which do not expire until the exhaustion of mineable and merchantable coal. Other leases have primary terms expiring in various years ranging from 1998 to 2013, and most contain options to renew for stated periods. Royalties are paid to lessors either as a fixed price per ton or as a percentage of the gross sales price of the mined coal. The majority of the significant leases are on a percentage royalty basis. In certain cases, a lease bonus (prepaid royalty) is required, payable either at the time of execution of the lease or in annual installments following such execution. In most cases, the prepaid royalty amount is applied to reduce future production royalties. Subsidiaries of the Company currently own or control approximately 22,000 acres of lands upon which exploration has not been conducted. Federal and state legislation controlling air pollution affects the demand for certain types of coal by limiting the amount of sulfur dioxide which may be emitted as a result of fuel combustion and, thereby, encourages a greater demand for low-sulfur coal. So-called "compliance coal", i.e. coal which emits 1.2 pounds or less of sulfur dioxide per million Btu upon combustion without the aid of sulfur reduction technology, is referred to as such because combustion of such coal results in sulfur emissions within the parameters required by the Clean Air Act. All of the identified coal reserves held by the Company's subsidiaries have been subject to preliminary coal seam analysis to test sulfur content. Of these reserves, approximately 32% consist of coal with a sulfur dioxide content of 1.2 lbs/MM Btu or less, and approximately 44% could be sold as low-sulfur coal. The balance is classified as high-sulfur coal. Some of the Company's low-sulfur coal can be marketed as compliance coal when blended with other compliance coal. Accordingly, most of the Company's reserves are primarily suitable for the domestic steam coal markets. However, a substantial portion of the low-sulfur and compliance coal reserves at the Mingo Logan operations may also be used as a high-volatile, low-sulfur, metallurgical coal. The carrying cost of the Company's coal reserves at December 31, 1997, was $748.6 million, consisting of $17.7 million of prepaid royalties included in current assets, $20.8 million of prepaid royalties classified as an other asset, and $710.1 million net book value of coal lands and mineral rights. Title to coal properties held by lessors or grantors to the Company and its subsidiaries and the boundaries of properties are normally verified at the time of leasing or acquisition. However, in cases involving less significant properties and consistent with industry practices, title and boundaries are not completely verified until such time as the Company's independent operating subsidiaries prepare to mine such reserves. If defects in title or boundaries of undeveloped reserves are discovered in the future, control of and the right to mine such reserves could be adversely affected. From time to time, lessors or sublessors of land leased by the Company's subsidiaries have sought to terminate such leases on the basis that such subsidiaries' have failed to comply with the financial terms of the leases or that the mining and related operations conducted by such subsidiaries are not authorized by the leases. Some of these allegations relate to leases upon which the Company conducts operations material to the Company's consolidated 10 13 financial position, results of operations and liquidity, but the Company does not believe any pending claims by such lessors or sublessors have merit or will result in the termination of any material lease or sublease. ITEM 3. LEGAL PROCEEDINGS The description of pending legal proceedings with respect to the accidental discharge at Lone Mountain in the fourth paragraph under the "Compliance With Regulatory Requirements and Existing Environmental Liability" subsection under the "Regulations Affecting Coal Mining" section of Item 1 at page 8 of this report is incorporated herein by reference. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS There were no matters submitted to a vote of security holders of the Company through the solicitation of proxies or otherwise during the fourth quarter of 1997. ITEM X. EXECUTIVE OFFICERS The following is a list of the Company's executive officers, their ages and their positions and offices held during the last five years. Steven F. Leer, 45, has been President and Chief Executive Officer of the Company since 1992. Kenneth G. Woodring, 48, has been Executive Vice President--Mining Operations of the Company since the merger with Ashland Coal. Mr. Woodring served as Senior Vice President--Operations of Ashland Coal since 1989. C. Henry Besten, Jr., 49, has been Vice President--Strategic Marketing of the Company and President of the Company's Arch Energy Resources, Inc. subsidiary since the merger with Ashland Coal. Mr. Besten served as Senior Vice President--Marketing for Ashland Coal since 1990. John W. Eaves, 40, has been Vice President--Marketing of the Company since the merger with Ashland Coal. In the five years preceding the merger, he held a series of sales related positions with the Company, including President of the Company's Arch Coal Sales Company, Inc. subsidiary since 1995. Jeffrey A. Hoops, 41, has been Vice President--Operations of the Company since the merger with Ashland Coal. In the five years preceding the merger, Mr. Hoops held various operating positions with Ashland Coal, including Vice President of Operations Planning and Central West Virginia Surface Operations from 1994 until the merger. Patrick A. Kriegshauser, 36, has been Senior Vice President, Treasurer and Chief Financial Officer of the Company since July, 1996. During the prior five years, he served as Vice President--Controller, Vice President--Planning & Development, and Controller of Arch of West Virginia, Inc. (a subsidiary of the Company that was merged into Apogee in 1993). David B. Peugh, 43, has been Vice President--Business Development of the Company since 1993. Prior to 1993, Mr. Peugh was Director of Exploration and Development of Ashland Coal. Jeffry N. Quinn, 39, has been Senior Vice President--Law & Human Resources, Secretary and General Counsel of the Company since 1995. During the prior five years, he served as Senior Vice President, Secretary and General Counsel. Robert W. Shanks, 44, has been Vice President--Operations of the Company since the merger with Ashland Coal, and has been President of Apogee Coal Company, a subsidiary of the Company, since 1995. In the five years prior to the merger, he was President of Apogee (formerly Arch of Illinois, Inc.) and Vice President of the Illinois Division of Apogee. Mr. Shanks is currently the Chairman of the Bituminous Coal Operators Association (the "BCOA"). 11 14 PART II ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS The Company's common stock is listed and traded on the New York Stock Exchange and also has unlisted trading privileges on the Chicago Stock Exchange (symbol: ACI). Information regarding the Company's common stock is shown in the following table.
QUARTER ENDED -------------------------------------------------------------------------------------- 1996 1997 ------------------------------------------ ------------------------------------------ 3/31 6/30 9/30 12/31 3/31 6/30 9/30 12/31 --------- --------- --------- --------- --------- --------- --------- --------- Dividend per common share........ -- -- $.38 -- $.108 $.108 $.115 $.115 Market price per common share High......................... $30 3/8 $30 5/16 Low.......................... $27 1/8 $24 5/8 - --------- The Company's common stock did not trade publicly until the July 1, 1997 merger with Ashland Coal. Prices reflect New York Stock Exchange trading.
The Company expects to continue paying regular cash dividends, although there is no assurance as to the amount or payment of dividends in the future because they are dependent on the Company's future earnings, capital requirements, and financial condition. In addition, the payment of dividends is subject to the restriction described in Note 6 to the Company's Consolidated Financial Statements below on page 33. As of March 9, 1998, there were 871 holders of record of the Company's common stock. 12 15 ITEM 6. SELECTED FINANCIAL DATA FIVE-YEAR SELECTED FINANCIAL INFORMATION
YEARS ENDED DECEMBER 31, -------------------------------------------------------------- 1997 1996 1995 1994 1993 ------------ -------- ------------ -------- -------- (IN THOUSANDS, EXCEPT PER SHARE DATA) INCOME STATEMENT DATA: Coal sales and other revenues........... $1,066,873 $780,621 $737,838 $785,287 $487,670 Costs and expenses: Cost of coal sales.............. 918,862 669,295 657,529 648,091 459,493 Selling, general and administrative expenses.......................... 28,882 20,435 19,680 21,758 19,070 Amortization of coal supply agreements........................ 18,063 12,604 13,374 15,346 7,672 Merger-related expenses............. 39,132 -- -- -- -- Write-down of impaired assets....... -- -- 10,241 -- -- Restructuring expenses.............. -- -- 8,250 -- -- Other expenses...................... 20,052 22,175 18,739 35,150 53,990 ---------- -------- -------- -------- -------- Income (loss) from operations........... 41,882 56,112 10,025 64,942 (52,555) Interest expense, net................... 17,101 17,592 22,962 21,582 15,443 Provision (benefit) for income taxes.... (5,500) 5,500 (1,900) 8,200 (29,100) ---------- -------- -------- -------- -------- Net income (loss)....................... $ 30,281 $ 33,020 $(11,037) $ 35,160 $(38,898) ========== ======== ======== ======== ======== BALANCE SHEET DATA: Total assets............................ $1,656,324 $885,521 $940,768 $993,361 $849,804 Working capital......................... 40,904 33,166 40,077 27,512 (3,369) Long-term debt.......................... 248,425 212,695 274,314 308,166 223,698 Other long-term obligations............. 594,127 421,754 429,993 413,209 413,427 Stockholders' equity.................... 611,498 130,626 113,692 131,426 96,266 COMMON STOCK DATA: Basic and diluted earnings (loss) per common share.......................... $ 1.00 $ 1.58 $ (0.53) $ 1.68 $ (1.86) Dividends per share..................... .445 .38 .32 -- .38 Shares outstanding at year-end.......... 39,658 20,948 20,948 20,948 20,948 CASH FLOW DATA: Cash provided by operating activities... $ 190,263 $138,471 $ 98,159 $ 81,273 $ 54,924 Depreciation, depletion and amortization.......................... 143,632 114,703 100,101 99,431 80,415 Purchases of property, plant and equipment............................. 54,378 48,290 80,347 96,717 98,795 Dividend payments....................... 13,630 8,000 6,697 -- 8,000 EBITDA.............................. 224,646 170,815 128,617 164,373 27,860 OPERATING DATA: Tons sold............................... 40,525 29,443 26,742 27,898 17,574 Tons produced........................... 36,698 26,887 25,562 27,383 14,848 - --------- Certain amounts for years prior to 1997 have been reclassified to conform with the 1997 classifications with no effect on previously reported net income (loss) or stockholders' equity. Information for 1997 reflects the merger with Ashland Coal on July 1, 1997. Income from operations for 1997 reflects a $39.1 million charge in connection with the Ashland Coal merger comprised of termination benefits, relocation costs and costs associated with the idling of duplicate facilities. Income from operations for 1995 reflects total charges of $18.5 million for restructuring and asset write-downs. The Company restructured its selling, general and administrative functions and reduced its salaried workforce by 143 employees. Total restructuring charges of $8.3 million included charges for severance, pension and post-retiree medical benefits. As a result of implementing SFAS No. 121, Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of, the Company recorded charges of $10.2 million to write-down certain idle assets to their fair value. On July 31, 1995, the Company sold its timber rights to approximately 100,000 acres of property in the eastern United States for a gain of $8.4 million. 13 16 In January 1994, the Company acquired the stock of Agipcoal Holding USA, Inc., and its subsidiaries, simultaneously sold certain of the operations and entered into a sale lease-back agreement for certain coal reserves for net consideration of $65.9 million. Coal mining operations in Kentucky and West Virginia, and certain coal supply agreements, were acquired. The acquisition was accounted for as a purchase and, accordingly, the results of operations are included in the consolidated financial statements of the Company subsequent to the date of purchase. The results of operations for 1993, were adversely affected by a seven-month strike by the UMWA against all of Apogee's operations as part of a nationwide strike against members of the BCOA. Depreciation and other expenses, including back-to-work bonuses and start-up costs, were expensed in cost of coal sales as incurred. In 1993, in consultation with actuaries, the Company adjusted the discount rate, the black lung benefit cost escalation rate, rates of disability and other assumptions used in the actuarial determination of pneumoconiosis (black lung) liabilities to reflect more accurately actual experience. The effect of these changes was a significant increase in the unrecognized net actuarial gain. In accordance with Company policy, this gain was amortized as a credit to cost of coal sales and totaled approximately $10 million annually in each of 1993 through 1997. EBITDA is defined as income from operations before the effect of changes in accounting principles, unusual items (Notes 3 and 4 above), net interest expense, income taxes, depreciation, depletion and amortization. EBITDA is presented because it is a widely accepted financial indicator of a company's ability to incur and service debt. EBITDA should not be considered in isolation or as an alternative to net income, operating income, cash flows from operations or as a measure of a company's profitability, liquidity or performance under generally accepted accounting principles. This measure of EBITDA may not be comparable to similar measures reported by other companies.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The "Contingencies," "Certain Risk Factors," "Impact of Year 2000" and "Factors Routinely Affecting Results of Operations" sections below discuss factors that may cause actual results to differ materially from the forward-looking statements (within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934) in the "Outlook" and "Liquidity and Capital Resources" sections below, and elsewhere herein. RESULTS OF OPERATIONS Merger With Ashland Coal On July 1, 1997, Ashland Coal merged with a subsidiary of the Company, and 18,660,054 shares of Company common stock were issued in the merger. The merger was accounted for as a purchase. At the time of the merger, Ashland Coal was engaged in the mining, processing and marketing of low-sulfur bituminous coal primarily in the eastern United States, and Ashland Inc. owned stock representing approximately 57% of the voting power of Ashland Coal and 50% of the voting stock of the Company. Ashland Inc. currently owns approximately 54% of the Company's outstanding common stock. Comparisons of 1997 to 1996 have been materially affected by the merger with Ashland Coal effective July 1, 1997. 1997 Compared to 1996 Net income for 1997 was $30.3 million compared to net income of $33.0 million for 1996. The current year includes a one-time charge of $39.1 million ($23.8 million after tax) related to the Company's merger with Ashland Coal. Excluding this charge, the Company had net income of $54.1 million for the year. The merger-related charge was comprised of termination benefits and relocation costs of $8.1 million and costs of $31.0 million associated with the idling of duplicate facilities, including a coal loading terminal on the eastern side of the Big Sandy River and the Pardee Surface Mine on the Kentucky/Virginia border. Coal loading operations were consolidated and are now being conducted from a terminal facility on the west side of the Big Sandy River that was operated by Ashland Coal prior to the merger. The Pardee Surface Mine's sales commitments are expected to be sourced from available capacity at other, lower-cost Arch Coal operations. Gross profit on coal sales (selling price less cost of sales) on a per ton basis increased $.11 per ton from 1996 to 1997. The average selling price increased $.05 per ton while cost of coal sold decreased $.06 per ton. The reduction in cost was primarily attributable to higher production from the Ruffner and Wylo Mines, cost improvement at Lone 14 17 Mountain's Huff Creek and Darby Fork mines, and the addition, as a result of the merger, of low-cost production from the Mingo Logan and Dal-Tex Complexes. Largely offsetting those effects were higher costs resulting from the depletion of the longwall reserves at Mine No. 37, higher costs at the Company's Wyoming and Pardee operations, and the addition of higher-cost surface production from the Hobet 21 Complex after the merger with Ashland Coal. Selling, general and administrative expenses increased $8.4 million primarily due to the effects of the Ashland Coal merger. Amortization of coal supply agreements increased $5.5 million. This increase is primarily due to the amortization of the carrying value of the Ashland Coal sales contracts, partially offset by a decrease in amortization resulting from the completion of amortization on certain other sales contracts at the end of 1996. Interest expense declined $1.0 million in 1997 due to lower average debt levels and the prepayment of higher-cost fixed-rate debt. The income tax benefit recorded in 1997 was primarily attributed to the $15.3 million tax benefit associated with the one-time merger-related charge discussed above. EBITDA (income from operations before the effects of changes in accounting principles, unusual items (see notes 3 and 4 to Selected Financial Data at page 13 above), net interest expense, income taxes, depreciation, depletion and amortization) was $224.6 million for 1997 compared to $170.8 million for 1996. The increase in EBITDA is primarily attributable to the merger with Ashland Coal. EBITDA is a widely accepted financial indicator of a company's ability to incur and service debt, but EBITDA should not be considered in isolation or as an alternative to net income, operating income, or cash flows from operations, or as a measure of a company's profitability, liquidity or performance under generally accepted accounting principles. The Company's method of computing EBITDA also may not be the same method used to compute similar measures reported by other companies. 1996 Compared to 1995 Net income of Arch Coal for 1996 was $33.0 million compared to a net loss of $11.0 million in 1995. A restructuring charge of $8.3 million and a write down of impaired assets of $10.2 million were reflected in 1995 results. Gross profit on coal sales on a per-ton basis increased $.91 per ton from 1995 to 1996. The average selling price decreased $.95 per ton while cost of coal sold decreased $1.86 per ton. The decrease in average selling price was primarily due to increased sales of lower-realization shipments from the Illinois and Wyoming operations. The decrease in costs were due to the sale of certain Kentucky operations, closing of higher-cost West Virginia operations in 1995, a decrease in postretirement benefit costs of approximately $4.0 million, improved productivities at most operations, and improved geologic conditions at Mine No. 37. These positives were partially offset by lower yields and poor geologic conditions at Lone Mountain's Huff Creek and Darby Fork mines. Also, the Company reduced the estimated useful lives of certain long-lived assets which resulted in an additional $11.3 million of depreciation and amortization expense recorded to cost of sales in 1996. These changes in estimates were primarily due to increased productivities and reductions in recoverable reserves. These assets were being depreciated on a straight-line basis over the estimated life of certain mines. As a result of increased production and adjustments to economically recoverable reserves, the life of the mines were reduced. Therefore, the asset lives were adjusted to conform to the estimated recoverable reserves of the respective mines. Selling, general and administrative expenses increased $.8 million primarily due to costs associated with the Company's incentive compensation plan, as the Company had net income as compared to a net loss in 1995. Amortization of coal supply agreements decreased $.8 million from 1995 largely due to the expiration of the AEP-Central Operating contract in the first quarter of 1996 and the buyout of a Carolina Power & Light contract on February 28, 1995. Other expenses increased $3.4 million in 1996 when compared to 1995. This increase resulted from a charge of $1.7 million in connection with the settlement of a lawsuit with the Utah Division of State Lands and Forestry and $1.4 million in connection with the redemption of debt. Interest expense decreased $5.0 million in 1996 due to lower average debt levels, including lower levels of higher-cost fixed-rate debt. 15 18 Income tax expense increased to $5.5 million from a benefit of $1.9 million principally due to an increase in the Company's profitability. The effective tax rate is sensitive to changes in profitability because of the effect of percentage depletion. The 1995 net tax benefit included a $9.9 million provision for open tax years. OUTLOOK Several events, together with the negative effect on operating income resulting from the depletion of the longwall reserves at Mine No. 37, will materially and adversely affect the Company's results in 1998. The most significant event was the expiration of one of the Company's long-term coal supply contracts with Georgia Power in December 1997. Under the contract, the Company supplied 1.9 million tons of low-sulfur coal per year from its Lone Mountain and Pardee operations and from third parties. The prices for coal shipped under this contract were significantly above the then current open market price of such coal. For 1997, 5.6% of the Company's pro forma combined revenues and 16.9% of its pro forma combined operating income (excluding the merger-related charge) related to sales under this contract, and the impact of its expiration will be disproportionate to the percentage of total shipments represented by the tonnage delivered under the contract. The Company continues to supply a significant amount of similar quality coal to Georgia Power at less favorable prices. A customer of the Company has informed the Company that one of its power plants will no longer provide baseload capacity to a public utility and instead will be used to provide peak demand only and, as a result, the plant will require substantially less coal under the customer's existing above-market contract with the Company. The customer purchased 397,000 tons of coal from the Company in 1997. A significant long-term reduction in the volume of coal supplied under this contract will reduce the Company's after-tax earnings by as much as $3 million annually. The Company has filed a civil action in Federal District Court in the Southern District of West Virginia alleging breach of contract and other causes of action against the customer in respect of the customer's failure to comply with the terms of this contract. As of December 31, 1997, the carrying amount of acquisition costs allocated to this coal supply contract amounts to approximately $17 million. The Company's current estimates of undiscounted cash flows indicate the carrying amount of this asset is expected to be recovered. In 1997, the Company fully amortized its original $50 million unrecognized net gain realized in 1993 as a result of changes in the discount rate, black lung benefit cost escalation rate, rates of disability and other assumptions used in the actuarial calculation of pneumoconiosis (black lung) liabilities. The $50 million pre-tax gain was being amortized as a credit to cost of coal sales and totaled approximately $10 million ($6 million after tax) annually in each of 1993 through 1997. On January 31, 1998, the Company discontinued operation of two continuous miner units in Mine No. 37 and the Cave Branch preparation plant in Kentucky. The discontinued operations were expected to produce approximately 1.9 million tons of coal through scheduled depletion of their dedicated reserves in 1999. The first quarter of 1998 will be adversely affected by certain costs associated with discontinuing these operations. The Company does not anticipate a significant write-down of assets as most of the carrying amount of the assets is expected to be recovered. These developments will be mitigated to some degree by synergies from the Ashland Coal merger, increased income from the Company's Ark Land subsidiary's ongoing third-party leasing efforts and normal sales of property, and by reduced interest expense as a result of lower debt levels in general and the refinancing of long-term debt at more favorable rates. In addition, operational improvements including improving geology at Lone Mountain's Huff Creek and Darby Fork Mines, deployment of a third equipment section at the Darby Fork Mine and a second equipment section at the Band Mill Mine, and improving costs at the Wylo Mine and Hobet 21 Complex are expected to contribute positively to 1998 results. There are a variety of factors, however, which could cause the improvements not to be realized. These factors are set forth below in "Factors Routinely Affecting Results of Operations". For example, adverse geologic conditions could unexpectedly recur at Lone Mountain's Huff Creek and Darby Fork Mines, or occur at other operations. Management has decided to substantially scale back coal mining operations during 1998 at the Wyoming operations as a result of oversupply of competing coals in their market. In addition, the Hobet 07 Complex and the Captain Mine are scheduled to close in 1998 upon depletion of their economical dedicated reserves. Production losses as a result of mine closures, scaled-back production and depletion are expected to be offset to some degree by the second quarter 1998 start up of Mingo Logan's new surface mine in the Phoenix reserves, several new contract and 16 19 Company deep mines scheduled to open in 1998, and increased production as a result of the operational improvements referred to above. Nevertheless, the Company believes its 1998 production will decline somewhat from the pro forma combined production of the Company and Ashland Coal in 1997. The Wage Agreement became effective January 1, 1998, and will expire December 31, 2002. The Wage Agreement, which covers the UMWA-represented employees of the Company's Hobet and Apogee subsidiaries, provides for wage increases totalling $1.10 per hour over the first three years and a lump sum wage payment of $600 after both the third and fourth year of the contract. In addition, certain other benefits, for both active and retired UMWA employees and their spouses and dependents, were improved under the Wage Agreement. The provisions of the Wage Agreement will not significantly affect the Company's operating costs. LIQUIDITY AND CAPITAL RESOURCES At December 31, 1997, Arch Coal's debt was 31% of capital employed and its current assets to current liabilities ratio was 1.2 to 1.0. Debt as a percent of capital employed is down from 62% at the end of 1996, reflecting the equity financing of the Ashland Coal merger (partially offset by the debt assumed in the merger) and strong cash flows from operations during 1997. During the six months following the Ashland Coal merger, debt as a percent of capital employed declined five percent. The following is a summary of cash provided by or used in each of the indicated types of activities during the past three years:
1997 1996 1995 --------- -------- -------- (IN THOUSANDS) Cash provided by (used in): Operating activities.................................... $ 190,263 $138,471 $ 98,159 Investing activities.................................... (80,009) (72,638) (45,299) Financing activities.................................... (114,793) (69,619) (40,549)
The 1997 increase in cash provided by operating activities from the 1996 level is principally due to the Ashland Coal merger, partially offset by tax payments related to prior year audits. Cash flow from 1996 operating activities exceeded that for 1995, primarily for the same reasons discussed above that 1996 costs were lower than 1995 levels. The increase in cash used for investing activities in 1997 from the 1996 level principally reflects higher acquisition expenditures. The 1997 acquisition expenditures include $17.0 million for the Kayford James reserves adjacent to the Samples Mine and $6.0 million for a reserve acquisition adjacent to the Hobet 21 Complex, while 1996 expenditures include the $14.2 million Carbon Basin reserve acquisition. The 1996 increase in cash used for investing activities from the 1995 level primarily is due to the higher amount of proceeds received for sales of assets in 1995. During 1995, the Company sold the timber rights to approximately 100,000 acres of its fee property, its supply company, the Pevler mining operation and various other assets (including the buyout of a sales contract) for proceeds totalling $42.6 million. Cash used in financing activities principally reflects reductions in borrowings of $102.2 million in 1997, $61.6 million in 1996 and $33.9 million in 1995. The increase in debt repayments during 1997 versus 1996 primarily resulted from the higher amount of cash flow generated by operations in the second half of 1997. In addition to the increased debt repayments, 1997 dividend payments increased by $5.6 million compared to 1996. Payments on borrowings during 1996 exceeded the 1995 level principally due to the lower costs and resulting higher cash flow generated by operations in 1996 versus 1995. 1996 debt repayments include a $15.3 million payment in exchange for the early redemption of preferred stock of an acquired company, and a prepayment on indebtedness of $18.3 million. The Company entered into a five year, $500 million revolving credit facility, effective July 1, 1997, with a group of banks. This agreement replaced the previous $200 million revolving credit facility. The rate of interest on borrowings under the new agreement is, at the Company's option, a money-market rate determined by a competitive bid process, the PNC Bank base rate or a rate based on LIBOR. At December 31, 1997, the Company had $190 million borrowed under the revolving credit agreement. The Company periodically establishes uncommitted lines of credit with banks. These agreements generally provide for short-term borrowings at market rates. At December 31, 1997, there were $95 million of such agreements and borrowings of $36.3 million outstanding under these agreements. 17 20 The Company also has indebtedness of $42.9 million at December 31, 1997, under senior notes that were issued on January 29, 1993, with scheduled principal payments of approximately $7.1 million that began on January 31, 1997, and continue on each January 31 thereafter until final maturity on January 31, 2003. Certain debt agreements contain covenants requiring current ratio and consolidated net worth amounts, as well as covenants restricting new borrowings, mortgages, lease commitments, investments and dividends to stockholders. At December 31, 1997, retained earnings of $36.5 million were available for dividends. In connection with the Ashland Coal merger, the Company assumed $167.4 million of indebtedness, including senior notes with a principal balance of $152.9 million. In August 1997, the Company redeemed the senior notes for $170.7 million including accrued interest with proceeds from the revolving credit agreement. The Company's expenditures for additions to property, plant and equipment (excluding acquisitions) were $54.4 million, $48.3 million and $80.3 million in 1997, 1996 and 1995, respectively. The expenditures for 1997 include $6.5 million to complete the upgrade and extension of the Hobet 21 conveyor system, $8.6 million for improvements at Lone Mountain's Huff Creek and Darby Fork mines and $4.1 million to add a second section with a continuous haulage system to the Band Mill Mine. 1996 expenditures include $15.1 million related to the final phase of development of Lone Mountain's operations, $5.9 million for the development of the Band Mill Mine and $4.8 million for construction of the Archveyor(R) system for the Conant Mine. In 1995, the Company expended $11.5 million for the development of the Pardee Surface Mine, $9.4 million to complete the dragline operation at the Samples Mine (including a preparation plant and loadout), $22.9 million for the development and expanded capacity at Lone Mountain and $2.8 million towards the initial construction of an Archveyor(R) system for the Conant Mine. Arch Coal estimates that its expenditures for replacement and improvement of existing mining equipment, expansion of existing mines and development of new mines (excluding acquisitions) may be as much as $100 million during 1998. On January 29, 1998, the Company sold mining equipment for approximately $74.2 million and leased back the equipment under an operating lease with a term of three years. This included the sale and leaseback of equipment purchased under an existing operating lease that expired on the same day. The proceeds of the sale were used to purchase the equipment under the expired lease for $28.3 million and to pay down debt. The lease provides for annual rental payments of approximately $9.1 million, $11.6 million, $11.2 million and $2.7 million in 1998, 1999, 2000 and 2001, respectively. At the end of the lease term, the Company has the option to renew the lease for two additional one year periods or to purchase the equipment for approximately $51.1 million. Alternatively, the equipment may be sold to a third party. In the event of such a sale, the Company will be required to make payment to the lessor in the event, and to the extent, that the proceeds of the third-party sale are below $40.0 million. The gain on the sale and leaseback of $10.7 million was deferred and will be amortized over the base term of the lease as a reduction of rental expense. The Company has historically satisfied its working capital requirements, its capital expenditures (excluding major acquisitions) and scheduled debt repayments from its operating cash flow. Cash requirements for the acquisition of new business operations have generally been funded through a combination of cash generated from operating activities, utilization of revolving credit facilities and the issuance of long-term debt. The Company believes that cash generated from operations will continue to be sufficient to meet its 1998 working capital requirements, anticipated 1998 capital expenditures (excluding major acquisitions) and scheduled 1998 debt repayments. CONTINGENCIES Reclamation The Federal Surface Mining Control and Reclamation Act of 1977 and similar state statutes require that mine property be restored in accordance with specified standards and an approved reclamation plan. The Company accrues for the costs of final mine closure reclamation over the estimated useful mining life of the property. These costs relate to reclaiming the pit and support acreage at surface mines and sealing portals at deep mines. Other costs of final mine closure common to both types of mining are related to reclaiming refuse and slurry ponds. The Company also accrues for reclamation that is completed during the mining process prior to final mine closure. The establishment of the final mine closure reclamation liability and the other ongoing reclamation liability is based upon permit requirements and requires various estimates and assumptions, principally associated with costs and productivities. The Company reviews its entire environmental liability periodically and makes necessary adjustments, including permit changes and revisions to costs and productivities to reflect current experience. These recosting adjustments are 18 21 recorded to cost of coal sales. Favorable adjustments were $4.4 million, $4.5 million and $5.0 million in 1997, 1996 and 1995, respectively. The Company's management believes it is making adequate provision for all expected reclamation and other associated costs with mine closures. Reclamation and mine closing costs for operations as of December 31, 1997, in the aggregate, are estimated to be approximately $137.6 million. At December 31, 1997 and December 31, 1996, the accrual for such costs, which is included in accrued reclamation and mine closure and in accrued expenses, was $125.6 million and $97.6 million, respectively. Legal Contingencies The Company is a party to numerous claims and lawsuits with respect to various matters. The Company provides for costs related to legal contingencies, including environmental matters, when a loss is probable and the amount is reasonably determinable. The Company estimates that at December 31, 1997, its probable aggregate loss as a result of such claims is $5.6 million (included in other noncurrent liabilities) and believes that probable insurance recoveries of $.8 million (included in other assets) related to these claims will be realized. The Company estimates that its reasonably possible aggregate losses from all material currently pending litigation could be as much as $.9 million (before taxes) in excess of the probable loss previously recognized. After conferring with counsel, it is the opinion of management that the ultimate resolution of these claims, to the extent not previously provided for, will not have a material adverse effect on the consolidated financial position, results of operations, or liquidity of the Company. On October 24, 1996, the rock strata overlaying an abandoned underground mine adjacent to the coal-refuse impoundment used by the Lone Mountain Preparation Plant failed, resulting in an accidental discharge of approximately 6.3 million gallons of water and fine coal slurry into a tributary of the Powell River in Lee County, Virginia. At the request of the EPA and the U.S. Fish and Wildlife Service, the United States Attorney for the Western District of Virginia has opened a criminal investigation of the 1996 incident. Arch Coal is cooperating with the investigation, the results of which are not expected until sometime later in 1998. CERTAIN RISK FACTORS Credit risk--The Company markets its coal principally to electric utilities in the United States. As a group, electric utilities generally are stable, well capitalized entities with favorable credit ratings. Credit is extended based on an evaluation of each customer's financial condition, and collateral is not generally required. Historically, the Company's credit losses have been minimal. Price risk--Selling prices for the Company's products are determined by long-term contracts and the spot market. Selling prices in many of the Company's long-term contracts are subject to adjustment, including for changes in market conditions. Falling market prices raise the price risk under these contracts. Spot prices fluctuate primarily because of changes in demand for and supply of coal. Demand for coal in the short term is primarily driven by changes in demand for electricity in the areas serviced by the utilities purchasing the Company's coal. Demand for electricity in turn depends on the level of economic activity and other factors such as prolonged temperature extremes. The supply of coal in the spot market has historically been most affected by excess productive capacity in the industry and short-term disruptions, sometimes labor-related. The coal industry is highly competitive, and Arch Coal competes with a large number of other coal producers. Factors such as the availability of sulfur dioxide emissions allowances issued by the EPA, utility deregulation, and new clean air regulations have had, or will have, the effect of further intensifying competition between producers in the eastern United States, and producers in other regions, including other countries. Producers in some of those regions, because of geological conditions, local labor costs, or access to inexpensive transportation modes, are able to produce and deliver coal into some markets at a lower cost than the Company. These competitive factors have an impact on the Company's pricing. Arch Coal's operating subsidiaries purchase substantial amounts of power, fuel, and supplies, generally under purchase orders at current market prices or purchase agreements of relatively short duration. Apogee and Hobet employees are covered by the Wage Agreement, which provides for certain wage rates and benefits. Employees of two other operating subsidiaries are covered by other collective bargaining organizations, and employees at the Company's other operating subsidiaries are not covered by a union contract but are compensated at rates representative of prevailing wage rates in the local area. Among factors influencing such wage rates are the wage rates paid under the Wage Agreement. 19 22 Although the Company cannot predict changes in its costs of production and coal prices with certainty, Arch Coal believes that in the current economic environment of low to moderate inflation, the price adjustment provisions in its older long-term contracts will largely offset changes in the costs of providing coal under those contracts, except for those costs related to changes in productivity. However, the increasingly shorter terms of sales contracts and the consequent absence of price adjustment provisions in such shorter long-term contracts also makes it more likely that increases in mining costs during the contract term will not be recovered by the Company through a later price adjustment. Further, because levels of general price inflation are closely linked to levels of economic activity, it is expected that changes in costs of producing coal for the spot market may be offset in part by changes in spot coal prices. The Company attempts to limit exposure to depressed spot market prices which result from industry overcapacity by entering into long-term coal supply agreements, which ordinarily provide for prices somewhat in excess of spot market prices. In the event of a disruption of supply, the Company might, depending on the level of its sales commitments, benefit from higher spot prices if its own mines were not affected by the disruption. Interest rate risk--Arch Coal has significant debt which is linked to short-term interest rates. If interest rates rise, Arch Coal's costs relative to those obligations would also rise. Because an increase in interest rates is usually an outgrowth of a higher level of economic activity and because increased economic activity would likely lead to a higher demand for electricity and consequently to higher spot prices for coal, Arch Coal believes that the negative effects of higher interest rates on Arch Coal's earnings could be partially offset, depending on the level of its sales commitments at the time, by higher spot prices. The Company has entered into an interest-rate swap agreement to modify the interest characteristics of its outstanding debt. At December 31, 1997, the Company had an interest-rate swap agreement having a total notional value of $25 million. This agreement was used to convert variable-rate debt to fixed-rate debt. Under this agreement, the Company pays a weighted average fixed rate of 6.03% and is receiving a weighted average variable rate based upon 30-day LIBOR. The remaining life on the swap at December 31, 1997, was approximately 58 months. IMPACT OF YEAR 2000 At the time of the merger of Ashland Coal into the Company, the entities utilized different computer systems. In order to standardize key financial, informational and operational computer systems, the Company is currently in the process of replacing its key systems. The new systems, including associated software, will be Year 2000 compliant. The system replacement project is estimated to be completed not later than the third quarter of 1999, which is prior to any anticipated impact of year 2000 on the Company's operating systems. The Company believes that with modifications to existing software and conversions to new software, the Year 2000 issue will not pose significant operational problems for its computer systems. However, if such modifications and conversions at the Company's principal operations are not made, or are not completed on a timely basis, the current systems' inability to properly process year 2000 data could have a material adverse effect on the operations of the Company. The total cost of these new systems is estimated at approximately $5 million, which includes the purchase of new software and consulting services. All such costs will be capitalized. As of December 31, 1997, the Company has incurred approximately $1.4 million in software and consulting costs. The Company believes that the total costs associated with replacing and modifying its current systems will not have a material effect on its results of operations. Additional systematic efforts are being made to identify and evaluate within the Company, and with respect to the Company's vendors, suppliers, and other entities with which it exchanges electronic information, Year 2000 risk and appropriate steps to eliminate such risk at reasonable cost. The costs of the project and the date on which the Company believes it will complete the Year 2000 modifications are based on management's best estimates, which were derived utilizing numerous assumptions of future events, including the continued availability of certain resources and other factors. However, there can be no guarantee that these estimates will be achieved, and actual results could differ materially from those anticipated. FACTORS ROUTINELY AFFECTING RESULTS OF OPERATIONS The Company sells a substantial portion of its coal production pursuant to long-term coal supply agreements, and as a consequence may experience fluctuations in operating results in the future, both on an annual and quarterly basis, as a result of expiration or termination of, or sales price redeterminations or suspensions of deliveries under, such coal supply agreements. Other short and long-term contracts define base or optional tonnage requirements by 20 23 reference to the customer's requirements, which are subject to change as a result of factor's beyond the Company's (and sometimes the customer's) control, including utility deregulation. In addition, price adjustment provisions permit a periodic increase or decrease in the contract price to reflect increases and decreases in production costs, changes in specified price indices or items such as taxes or royalties. Price reopener provisions provide for an upward or downward adjustment in the contract price based on market factors, and from time to time the Company has renegotiated contracts after execution to extend contract term or to accommodate changing market conditions. The contracts also typically include stringent minimum and maximum coal quality specifications and penalty or termination provisions for failure to meet such specifications, force majeure provisions allowing suspension of performance or termination by the parties during the duration of certain events beyond the control of the affected party, and some long-term contracts contain provisions that permit the utility to terminate the contract if changes in the law make it illegal or uneconomic for the utility to consume the Company's coal or if the utility has unexpected difficulties in utilizing the Company's coal. Imposition of new nitrous oxide emissions limits in connection with Phase II of the Clean Air Act in 2000 could result in price adjustments, or in affected utilities seeking to terminate or modify long-term contracts in reliance on such termination provisions. If the parties to any long-term contracts with the Company were to modify, suspend or terminate those contracts, the Company could be adversely affected to the extent that it is unable to find alternative customers at the same or better level of profitability. From time to time, disputes with customers may arise under long-term contracts relating to, among other things, coal quality, pricing and quantity. The Company may thus become involved in arbitration and legal proceedings regarding its long-term contracts. There can be no assurance that the Company will be able to resolve such disputes in a satisfactory manner. The Company's customers frequently combine various qualities of coal, nuclear, natural gas and other energy sources in their generating operations, and, accordingly, their demand for coal of the kind produced by the Company varies depending on price and transportation, regulatory, and other factors. The Company's coal production and sales are subject to a variety of operational, transportation, geologic, and weather-related factors that routinely cause production to fluctuate. Operational factors affecting production include anticipated and unanticipated events. For example, at Mingo Logan's Mountaineer Mine, the longwall equipment must be dismantled and moved to a new area of the mine whenever the coal reserves in a segment of the mine, called a panel, are exhausted. The size of a panel varies, and therefore, the frequency of moves can also vary. Unanticipated events, such as the unavailability of essential equipment because of breakdown or unscheduled maintenance, could adversely affect production. Permits are sometimes delayed by unanticipated regulatory requests or processing delays. Timely completion of improvement projects and equipment relocation depends to a large degree on availability of labor and equipment, timely issuance of permits, and the weather. Sales can be adversely affected by fluctuations in production and by transportation delays arising from equipment unavailability and weather-related events, such as flooding. Changes in transportation rates and service also significantly influence the Company's results. CSX and Norfolk Southern Corporation are major railroads in the eastern United States which together transport most of the coal sold by the Company. CSX and NS agreed to acquire Conrail Inc. ("Conrail"), another major railroad, whose primary service area is the Northeastern United States, and have divided Conrail's assets between them. Costs of the reconstituted CSX and NS may be somewhat lower than the costs of those railroads prior to the acquisition. If lower costs are realized and freight rates are lowered as a consequence, the coal of some producers could become less costly on a delivered basis and therefore gain competitive advantage in some markets. It is not possible to predict with certainty the effects of the division of Conrail on interregional competition and, specifically, the effects on the Company. Geologic conditions within mines are not uniform. Overburden ratios at the surface mines vary, as do roof and floor conditions and seam thickness in underground mines. These variations can be either positive or negative for production. Weather conditions can also have a significant effect on the Company's production, depending on the severity and duration of the condition. For example, extremely cold weather combined with substantial snow and ice accumulations may impede surface operations directly and all operations indirectly by making it difficult for workers and suppliers to reach the mine sites. 21 24 The results of the third quarter of each year are normally adversely affected by lower production and resultant higher costs because of scheduled vacation periods. In addition, costs are typically somewhat higher during vacation periods because of maintenance activity carried on during those periods. These adverse effects on the third quarter may make the third quarter not comparable to the other quarters and not indicative of results to be expected for the full year. Apogee and Hobet operations are parties to the Wage Agreement. From time to time in the past, strikes and work stoppages have adversely affected production at Apogee's and Hobet's mining complexes. Any future strike or work stoppage that affected these operations for a prolonged period would have a significant adverse effect on the Company's results of operations. Any one or a combination of changing demand; fluctuating selling prices; routine operational, geologic, transportation and weather-related factors; unexpected regulatory changes; changes in transportation rates and service; results of litigation; or labor disruptions may occur at times or in a manner that causes current and projected results of operations to deviate from projections and expectations. Any event disrupting substantially all production at any of the Company's principal mines for a prolonged period would have a significant adverse effect on the Company's current and projected results of operations. Unexpected decreases in production from anticipated levels usually lead to increased mining costs and decreased net income. ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK The quantitative and qualitative disclosures of market risk under SEC Regulation S-K, Item 305, will be provided, in accordance with the SEC's requirements, for the Company's fiscal years ending after June 15, 1998. Reference is made to the second paragraph under the Interest rate risk subsection of the Certain Risk Factors discussion at page 19 of this report for information about the Company's current derivatives positions. The Company accrues amounts to be paid or received under its interest rate swap agreements over the lives of the agreements. Such amounts are recognized as adjustments to interest expense over the lives of the agreements, thereby adjusting the effective interest rate on the Company's debt. The Company's accounting policies with respect to its current derivatives positions do not materially affect the Company's determination of financial position, cash flows or results of operations. 22 25 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA INDEX TO FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
PAGE ---- Reports of Independent Auditors................................................. 23 Audited Consolidated Financial Statements Consolidated Statements of Income--Years ended December 31, 1997, 1996 and 1995....................................................................... 25 Consolidated Balance Sheets--December 31, 1997 and 1996..................... 26 Consolidated Statements of Stockholders' Equity--Years ended December 31, 1997, 1996 and 1995........................................................ 27 Consolidated Statements of Cash Flows--Years ended December 31, 1997, 1996 and 1995................................................................... 28 Notes to Consolidated Financial Statements.................................. 29
REPORT OF INDEPENDENT AUDITORS To the Stockholders and Board of Directors Arch Coal, Inc. We have audited the consolidated balance sheet of Arch Coal, Inc. and subsidiaries as of December 31, 1997, and the related consolidated statements of income, stockholders' equity, and cash flows for the year then ended. Our audit also included the financial statement schedule for the year ended December 31, 1997, listed in the Index at Item 14(a). These financial statements and schedule are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements and schedule based on our audit. We conducted our audit in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Arch Coal, Inc. and subsidiaries at December 31, 1997, and the consolidated results of their operations and their cash flows for the year then ended, in conformity with generally accepted accounting principles. Also, in our opinion, the related financial statement schedule for 1997, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth therein. Ernst & Young LLP Louisville, Kentucky January 29, 1998 23 26 REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS To Arch Coal, Inc.: We have audited the accompanying consolidated balance sheet of Arch Coal, Inc. and subsidiaries as of December 31, 1996, and the related consolidated statements of income, stockholders' equity and cash flows for the years ended December 31, 1996 and 1995. These financial statements and the schedule referred to below are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements and schedule based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Arch Coal, Inc. and subsidiaries as of December 31, 1996, and the results of their operations and their cash flows for the years ended December 31, 1996 and 1995, in conformity with generally accepted accounting principles. As discussed in Note 13 to the consolidated financial statements, in 1995 the Company changed its method of accounting for impairments of long-lived assets. Our audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The schedule listed in the index of financial statements at Item 14(a) is presented for purposes of complying with the Securities and Exchange Commission's rules and is not part of the basic financial statements. This schedule has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, fairly states in all material respects the financial data required to be set forth therein in relation to the basic financial statements taken as a whole. ARTHUR ANDERSEN LLP St. Louis, Missouri January 16, 1997 (except with respect to the matter discussed in Note 11 as to which the date is April 4, 1997) 24 27 CONSOLIDATED STATEMENTS OF INCOME ARCH COAL, INC. AND SUBSIDIARIES
YEAR ENDED DECEMBER 31 ------------------------------------ 1997 1996 1995 ---------- -------- -------- (IN THOUSANDS OF DOLLARS EXCEPT PER SHARE DATA) REVENUES Coal sales.............................................. $1,034,813 $750,123 $706,845 Other revenues.......................................... 32,060 30,498 30,993 ---------- -------- -------- 1,066,873 780,621 737,838 ---------- -------- -------- COSTS AND EXPENSES Cost of coal sales...................................... 918,862 669,295 657,529 Selling, general and administrative expenses............ 28,882 20,435 19,680 Amortization of coal supply agreements.................. 18,063 12,604 13,374 Merger-related expenses................................. 39,132 -- -- Write-down of impaired assets........................... -- -- 10,241 Restructuring expenses.................................. -- -- 8,250 Other expenses.......................................... 20,052 22,175 18,739 ---------- -------- -------- 1,024,991 724,509 727,813 ---------- -------- -------- Income from operations.............................. 41,882 56,112 10,025 ---------- -------- -------- Interest expense, net: Interest expense........................................ (17,822) (18,783) (23,794) Interest income......................................... 721 1,191 832 ---------- -------- -------- (17,101) (17,592) (22,962) ---------- -------- -------- Income (loss) before income taxes................... 24,781 38,520 (12,937) Provision (benefit) for income taxes........................ (5,500) 5,500 (1,900) ---------- -------- -------- NET INCOME (LOSS)................................... $ 30,281 $ 33,020 $(11,037) ========== ======== ======== Basic and diluted earnings (loss) per common share.......... $ 1.00 $ 1.58 $ (0.53) ========== ======== ======== The accompanying notes are an integral part of the consolidated financial statements.
25 28 CONSOLIDATED BALANCE SHEETS ARCH COAL, INC. AND SUBSIDIARIES
DECEMBER 31 ------------------------- 1997 1996 ---------- ---------- (IN THOUSANDS OF DOLLARS) ASSETS Current assets Cash and cash equivalents........................... $ 9,177 $ 13,716 Trade accounts receivable........................... 133,810 75,657 Other receivables................................... 14,046 5,143 Inventories......................................... 50,419 35,234 Prepaid royalties................................... 17,745 2,624 Deferred income taxes............................... 8,506 14,500 Other............................................... 9,475 6,738 ---------- ---------- Total current assets............................ 243,178 153,612 ---------- ---------- Property, plant and equipment Coal lands and mineral rights....................... 853,053 394,634 Plant and equipment................................. 890,303 691,834 Deferred mine development........................... 102,909 76,151 ---------- ---------- 1,846,265 1,162,619 Less accumulated depreciation, depletion and amortization...................................... (696,339) (595,552) ---------- ---------- Property, plant and equipment, net.............. 1,149,926 567,067 ---------- ---------- Other assets Prepaid royalties................................... 20,826 3,723 Coal supply agreements.............................. 185,306 83,369 Deferred income taxes............................... 44,023 67,207 Other............................................... 13,065 10,543 ---------- ---------- Total other assets.............................. 263,220 164,842 ---------- ---------- Total assets.................................... $1,656,324 $ 885,521 ========== ========== LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities Accounts payable.................................... $ 84,692 $ 42,712 Accrued expenses.................................... 88,082 77,734 Current portion of debt............................. 29,500 -- ---------- ---------- Total current liabilities....................... 202,274 120,446 Long-term debt.......................................... 248,425 212,695 Accrued postretirement benefits other than pension...... 323,115 228,843 Accrued reclamation and mine closure.................... 116,199 97,595 Accrued workers' compensation........................... 97,759 70,849 Accrued pension cost.................................... 21,730 14,297 Other noncurrent liabilities............................ 35,324 10,170 ---------- ---------- Total liabilities............................... 1,044,826 754,895 ---------- ---------- Stockholders' equity Common stock, $.01 par value, 100,000,000 shares authorized, 39,657,898 issued and outstanding in 1997 and 20,948,444 issued and outstanding in 1996 397 209 Paid-in capital..................................... 472,425 8,392 Retained earnings................................... 138,676 122,025 ---------- ---------- Total stockholders' equity...................... 611,498 130,626 ---------- ---------- Total liabilities and stockholders' equity...... $1,656,324 $ 885,521 ========== ========== The accompanying notes are an integral part of the consolidated financial statements.
26 29 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY ARCH COAL, INC. AND SUBSIDIARIES Three years ended December 31, 1997
COMMON PAID-IN RETAINED STOCK CAPITAL EARNINGS TOTAL ------ ------- -------- -------- (IN THOUSANDS OF DOLLARS) Balance at January 1, 1995........................ $209 $ 8,392 $122,825 $131,426 Net loss...................................... (11,037) (11,037) Dividends paid ($.32 per share)............... (6,697) (6,697) ---- -------- -------- -------- Balance at December 31, 1995...................... 209 8,392 105,091 113,692 Net income.................................... 33,020 33,020 Dividends paid ($.38 per share)............... (8,000) (8,000) Income tax charge related to assets acquired from related parties........................ (8,086) (8,086) ---- -------- -------- -------- Balance at December 31, 1996...................... 209 8,392 122,025 130,626 Net income.................................... 30,281 30,281 Dividends paid ($.445 per share).............. (13,630) (13,630) Issuance of 18,660,054 shares of common stock to stockholders of Ashland Coal, Inc. pursuant to the merger agreement............ 187 462,984 463,171 Issuance of 49,400 shares of common stock under the stock incentive plan.............. 1 1,049 1,050 ---- -------- -------- -------- Balance at December 31, 1997...................... $397 $472,425 $138,676 $611,498 ==== ======== ======== ======== The accompanying notes are an integral part of the consolidated financial statements.
27 30 CONSOLIDATED STATEMENTS OF CASH FLOWS ARCH COAL, INC. AND SUBSIDIARIES
YEAR ENDED DECEMBER 31 ----------------------------------- 1997 1996 1995 --------- -------- -------- (IN THOUSANDS OF DOLLARS) OPERATING ACTIVITIES Net income (loss)....................................... $ 30,281 $ 33,020 $(11,037) Adjustments to reconcile to cash provided by operating activities: Depreciation, depletion and amortization............ 143,632 114,703 100,101 Prepaid royalties expensed.......................... 8,216 4,754 3,998 Net gain on disposition of assets................... (4,802) (7,959) (8,514) Merger-related expenses............................. 33,096 -- -- Write-down of impaired assets....................... -- -- 10,241 Changes in operating assets and liabilities......... (28,842) (551) (2,730) Other............................................... 8,682 (5,496) 6,100 --------- -------- -------- Cash provided by operating activities........... 190,263 138,471 98,159 --------- -------- -------- INVESTING ACTIVITIES Additions to property, plant and equipment.............. (54,378) (48,290) (80,347) Additions to coal supply agreements..................... -- (7,150) (1,924) Additions to prepaid royalties.......................... (7,967) (7,071) (5,633) Payments for acquisitions............................... (22,931) (14,200) -- Proceeds from dispositions of property, plant and equipment............................................. 5,267 4,073 42,605 --------- -------- -------- Cash used in investing activities............... (80,009) (72,638) (45,299) --------- -------- -------- FINANCING ACTIVITIES Proceeds from (payments on) revolver and lines of credit................................................ 78,897 (11,000) (14,500) Payments on notes....................................... (181,110) (50,619) (19,352) Dividends paid.......................................... (13,630) (8,000) (6,697) Proceeds from sale of common stock...................... 1,050 -- -- --------- -------- -------- Cash used in financing activities............... (114,793) (69,619) (40,549) --------- -------- -------- Increase (decrease) in cash and cash equivalents................................... (4,539) (3,786) 12,311 Cash and cash equivalents, beginning of year............ 13,716 17,502 5,191 --------- -------- -------- Cash and cash equivalents, end of year.................. $ 9,177 $ 13,716 $ 17,502 ========= ======== ======== SUPPLEMENTAL CASH FLOW INFORMATION: Cash paid during the year for interest.................. $ 18,593 $ 20,294 $ 24,772 Cash paid during the year for income taxes, net of refunds............................................... $ 21,918 $ 14,731 $ 966 The accompanying notes are an integral part of the consolidated financial statements.
28 31 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands of dollars except per share data) 1. ACCOUNTING POLICIES Principles of Consolidation The consolidated financial statements include the accounts of Arch Coal, Inc. and its subsidiaries (the Company), which operate in the coal mining industry. The Company produces steam and metallurgical coal from surface and deep mines in Kentucky, West Virginia, Virginia, Illinois and Wyoming, for sale to utility, industrial and export markets. All subsidiaries are wholly owned. Significant intercompany transactions and accounts have been eliminated in consolidation. The Company's 17.5% partnership interest in Dominion Terminal Associates is accounted for on the equity method in the consolidated balance sheets. Allocable costs of the partnership for coal loading and storage are included in other expenses in the consolidated statements of income. Accounting Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Cash and Cash Equivalents Cash and cash equivalents are stated at cost. Cash equivalents consist of highly liquid investments with an original maturity of three months or less when purchased. Inventories Inventories are comprised of the following:
DECEMBER 31 ------------------ 1997 1996 ------- ------- Coal........................................................ $25,359 $21,866 Supplies.................................................... 25,060 13,368 ------- ------- $50,419 $35,234 ======= =======
Coal and supplies inventories are valued at the lower of average cost or market. The Company has recorded a valuation allowance for obsolete supplies inventories of $17.7 million and $11.3 million at December 31, 1997 and 1996, respectively. Coal Acquisition Costs and Prepaid Royalties Coal lease rights obtained through acquisition of other companies are capitalized and amortized primarily by the units-of-production method over the estimated recoverable reserves. Rights to leased coal lands are often acquired through royalty payments. Where royalty payments represent prepayments recoupable against production, they are capitalized, and amounts expected to be recouped within one year are classified as a current asset. As mining occurs on these leases, the prepayment is offset against earned royalties and is included in the cost of coal sales. Coal Supply Agreements Acquisition costs allocated to coal supply agreements (sales contracts) are capitalized and amortized on the basis of coal to be shipped over the term of the contract. Accumulated amortization for sales contracts was $60.3 million and $43.0 million at December 31, 1997 and 1996, respectively. 29 32 1. ACCOUNTING POLICIES (CONTINUED) Exploration Costs Costs related to locating coal deposits and determining the economic mineability of such deposits are expensed as incurred. Property, Plant and Equipment Property, plant and equipment are recorded at cost. Costs of purchasing rights to coal reserves and of developing new mines or significantly expanding the capacity of existing mines are amortized using the units-of-production method over the estimated recoverable reserves. Plant and equipment are depreciated principally on the straight-line method over the estimated useful lives of the assets, which range from three to 20 years. Asset Impairment If facts and circumstances suggest that a long-lived asset may be impaired, the carrying value is reviewed. If this review indicates that the value of the asset will not be recoverable, as determined based on projected undiscounted cash flows related to the asset over its remaining life, then the carrying value of the asset is reduced to its estimated fair value. Revenue Recognition Coal sales revenues include sales to customers of coal produced at Company operations and purchased from other companies. The Company recognizes revenue from coal sales at the time title passes to the customer. Revenues other than from coal sales are included in other revenues and are recognized as services are performed or otherwise earned. Interest Rate Swap Agreements The Company accrues amounts to be paid or received under interest rate swap agreements over the lives of the agreements. Such amounts are recognized as adjustments to interest expense over the lives of agreements, thereby adjusting the effective interest rate on the Company's debt. Income Taxes Deferred income taxes are based on temporary differences between the financial statement and tax bases of assets and liabilities existing at each balance sheet date using enacted tax rates for years during which taxes are expected to be paid or recovered. Earnings Per Common Share In 1997, Statement of Financial Accounting Standards (SFAS) No. 128, Earnings per Share was issued. SFAS No. 128 replaced the calculation of primary and fully diluted earnings per share (EPS) with basic and diluted EPS. Unlike primary, basic EPS excludes any dilutive effects of options, warrants and convertible securities. Diluted EPS is very similar to the previously reported fully diluted EPS. The adoption of the provisions of SFAS No. 128 did not have any effect on previously reported EPS amounts. Reclassifications Certain amounts in the 1996 and 1995 financial statements have been reclassified to conform with the classifications in the 1997 financial statements with no effect on previously reported net income (loss) or stockholders' equity. 2. MERGER AND ACQUISITIONS On July 1, 1997, Ashland Coal, Inc. (Ashland Coal) merged with a subsidiary of the Company. Under the terms of the merger, Ashland Coal's stockholders received one share of the Company's common stock for each common share of Ashland Coal and 20,500 shares of the Company's common stock for each share of Ashland Coal preferred stock. A total of 18,660,054 shares of Company common stock were issued in the merger, resulting in a total purchase price (including fair value of stock options and transaction related fees) of approximately $464.8 million. The merger was accounted for under the purchase method of accounting. Accordingly, the cost to acquire Ashland Coal has been preliminarily allocated to the assets acquired and liabilities assumed according to their respective estimated fair 30 33 2. MERGER AND ACQUISITIONS (CONTINUED) values and the results of operations of Ashland Coal are included in the consolidated statements of income effective July 1, 1997. Summarized below are the unaudited pro forma combined results of operations for the years ended December 31, 1997 and 1996 as though the merger had occurred on January 1, 1997 and 1996, respectively:
1997 1996 ---------- ---------- Revenues.................................................... $1,389,542 $1,357,485 Income before income taxes.................................. 49,018 50,141 Net income.................................................. 51,632 47,878 Earnings per common share................................... $ 1.30 $ 1.21
The unaudited pro forma results of operations do not reflect the total cost savings and other synergies that may result from the merger. In the opinion of the management of the Company, all adjustments necessary to present pro forma results of operations have been made. The unaudited pro forma results of operations do not purport to be indicative of the results that would have occurred had the merger occurred at the beginning of these periods or results of operations that may be achieved in the future. In connection with the merger, the Company recorded a one-time charge of $39.1 million (before tax) or $23.8 million (after tax) comprised of termination benefits and relocation costs of $8.1 million and costs of $31.0 million associated with the idling of duplicate facilities, including a coal loading terminal on the Big Sandy River and the Pardee Surface Mine on the Kentucky/Virginia border. The terminal's coal loading operations were consolidated with the operations of another terminal facility formerly operated by Ashland Coal. The Pardee Surface Mine's sales commitments are expected to be sourced from available capacity at other, lower-cost Company operations. The termination benefits and relocation costs relate principally to corporate employees. During the six months ended December 31, 1997, the Company paid approximately $5.5 million in termination and relocation benefits against the liabilities established for such purposes. In November 1997, the Company acquired approximately 23 million tons of low-sulfur reserves that are adjacent to the Hobet 21 mining complex for $6.0 million. In April 1997, the Company acquired the Kayford James reserve area consisting of approximately 13 million tons of low-sulfur reserves that are adjacent to the Samples Mine for net consideration of $17.0 million. In June 1996, the Company acquired approximately 58,000 acres in the Carbon Basin reserve area consisting of approximately 96 million tons of low-sulfur reserves for $14.2 million. 3. PREPAID ROYALTIES The Company has entered into various noncancelable royalty lease agreements under which future minimum payments are approximately $32.0 million per year through 2002, and $255.0 million in the aggregate thereafter. Geological surveys performed by outside consultants indicate that there are sufficient reserves relative to these properties to permit recovery of the Company's investment. 4. ACCRUED EXPENSES Accrued expenses consist of the following:
DECEMBER 31 ------------------ 1997 1996 ------- ------- Accrued payroll and related benefits........................ $17,314 $12,410 Accrued income taxes........................................ -- 19,000 Accrued taxes other than income taxes....................... 22,259 14,272 Accrued postretirement benefits other than pension.......... 14,390 13,000 Accrued workers' compensation............................... 12,649 10,298 Other accrued expenses...................................... 21,470 8,754 ------- ------- $88,082 $77,734 ======= =======
31 34 5. INCOME TAXES Significant components of the provision (benefit) for income taxes are as follows:
1997 1996 1995 -------- ------- ------- Current: Federal................................................. $ 8,250 $ 9,200 $ 200 State................................................... (250) 1,050 -- -------- ------- ------- Total current....................................... 8,000 10,250 200 -------- ------- ------- Deferred: Federal................................................. (13,100) (4,050) (800) State................................................... (400) (700) (1,300) -------- ------- ------- Total deferred...................................... (13,500) (4,750) (2,100) -------- ------- ------- $ (5,500) $ 5,500 $(1,900) ======== ======= =======
A reconciliation of the statutory federal income tax expense (benefit) on the Company's pretax income to the actual provision (benefit) for income taxes follows:
1997 1996 1995 -------- -------- ------- Income tax expense (benefit) at statutory rate.............. $ 8,673 $ 13,482 $(4,528) Increase (decrease) in taxes resulting from: Percentage depletion allowance.......................... (13,543) (10,431) (6,701) State income taxes, net of effect of federal taxes...... (570) 350 (1,281) Nondeductible expenses, net of nontaxable income........ 236 1,000 700 Other items............................................. (296) 1,099 9,910 -------- -------- ------- $ (5,500) $ 5,500 $(1,900) ======== ======== =======
The other items category in the statutory rate reconciliation includes provisions in excess of statutory requirements for open tax years. The Company's federal income tax returns for the years 1992 through 1994 are currently under review by the Internal Revenue Service (IRS). During 1997, the Company settled its protest of certain adjustments proposed by the IRS for the federal income tax returns for the years 1987 through 1989. A deposit of $8.0 million was made in April 1997 in anticipation of the settlement and a final payment of approximately $4.0 million will be made in the first quarter of 1998. The IRS audits for the federal income tax returns for the years 1990 and 1991 are partially settled and the Company has filed an appeal with the IRS for certain unagreed issues. The appeal was held in abeyance awaiting IRS determination of certain issues that carryover from the prior years' audit. During 1996, the IRS completed its audits for the tax years 1990 and 1991 and the Company and the IRS agreed to a settlement of various tax issues for a payment of $6.5 million including interest which was charged against previously recorded reserves. Part of the settlement related to the acquisition from the Company's stockholders of certain Illinois coal reserves for $55.2 million. The acquisition was valued for accounting purposes at the stockholders' net book value of $22.8 million with the $32.4 million difference between the net book value and fair market value less $12.3 million of deferred tax benefits being recorded as a reduction to stockholders' equity. As part of the settlement with the IRS, the Company agreed to adjust the fair market value of the coal properties to $33.8 million for tax purposes resulting in a decrease to the deferred tax asset of $8.1 million from $12.3 million to $4.2 million. The decrease in the deferred tax asset was charged directly to stockholders' equity in 1996. Management expects to reach final settlement of the audits for the tax years 1990 and 1991 during 1998 based generally on prior years' audit settlements. Management believes that the Company has adequately provided for any income taxes and interest which may ultimately be paid with respect to all open tax years. 32 35 5. INCOME TAXES (CONTINUED) Significant components of the Company's deferred tax assets and liabilities that result from carryforwards and temporary differences between the financial statement basis and tax basis of assets and liabilities are summarized as follows:
DECEMBER 31 --------------------- 1997 1996 -------- -------- Deferred tax assets: Postretirement benefits other than pension.............. $129,818 $ 89,249 Alternative minimum tax credit carryforward............. 80,441 42,503 Workers' compensation................................... 30,503 27,631 Reclamation and mine closure............................ 23,905 5,264 Net operating loss carryforwards........................ 8,214 7,677 Other................................................... 28,498 23,819 -------- -------- Total deferred tax assets........................... 301,379 196,143 -------- -------- Deferred tax liabilities: Coal lands and mineral rights........................... 86,471 28,529 Plant and equipment..................................... 79,962 50,373 Deferred mine development............................... 3,643 4,469 Coal supply agreements.................................. 38,406 8,834 Other................................................... 40,368 22,231 -------- -------- Total deferred tax liabilities...................... 248,850 114,436 -------- -------- Net deferred tax asset.......................... 52,529 81,707 Less current asset.................................. 8,506 14,500 -------- -------- Long-term deferred tax asset.................... $ 44,023 $ 67,207 ======== ========
If not used, the carryforwards for net operating losses of $21.1 million will expire in the years 2003 through 2010. The alternative minimum tax credit carryforwards have no statutory expiration date. The Company is required to record a valuation allowance when it is more likely than not that some portion or all of the deferred tax assets will not be realized. It is management's belief that the Company's net deferred income tax asset will more likely than not be realized by generating sufficient taxable income in the future. 6. DEBT AND FINANCING ARRANGEMENTS Debt consists of the following:
DECEMBER 31 --------------------- 1997 1996 -------- -------- Indebtedness to banks under revolving credit agreement (weighted average rate at December 31,1997-6.14%; 1996-6.12%)............................................... $190,000 $147,000 7.79% senior notes due January 31, 2003, payable in seven equal annual installments beginning January 31, 1997...... 42,860 50,000 Indebtedness to banks under lines of credit (weighted average rate at December 31,1997-7.05%)................... 36,302 -- 9.85% senior notes.......................................... -- 8,000 Other....................................................... 8,763 7,695 -------- -------- 277,925 212,695 Less current portion........................................ 29,500 -- -------- -------- Long-term debt.............................................. $248,425 $212,695 ======== ========
In connection with the Ashland Coal merger, the Company assumed $167.4 million of indebtedness, principally in senior notes, which were paid in August 1997 with proceeds from the revolving credit agreement. 33 36 6. DEBT AND FINANCING ARRANGEMENTS (CONTINUED) Effective July 1, 1997, the Company has a revolving credit agreement, which terminates in 2002, with a group of banks providing for borrowings of up to $500 million. This replaced a revolving credit agreement providing for borrowings of up to $200 million. The rate of interest on borrowings under this agreement is, at the Company's option, a money-market rate determined by a competitive bid process, the PNC Bank base rate or a rate based on LIBOR. The provisions of the revolving credit agreement require a facility fee, which is currently computed at the rate of 0.085% per annum on the amount of the commitment. The rate used to compute the facility fee is redetermined quarterly based upon the Company's ratio of debt to capital and may vary from 0.070% to 0.200% per annum. The Company periodically establishes uncommitted lines of credit with banks. These agreements generally provide for short-term borrowings at market rates. At December 31, 1997, there were $95 million of such agreements in effect. Except for amounts expected to be repaid in 1998, amounts borrowed under the revolving credit agreement and the bank lines of credit are classified as long-term as the Company has the intent and the ability to maintain these borrowings on a long-term basis. Aggregate maturities of debt at December 31, 1997, are $29.5 million in 1998, $23.4 million in 1999, $7.6 million in 2000, $7.6 million in 2001, $197.6 million in 2002, and $12.2 million thereafter. Included in these maturities are expected discretionary prepayments of $21.2 million in 1998 and $15.1 million in 1999. Certain debt agreements contain covenants requiring current ratio and consolidated net worth amounts, as well as covenants restricting new borrowings, mortgages, lease commitments, investments and dividends to stockholders. At December 31, 1997, retained earnings of $36.5 million were available for dividends. The Company enters into interest rate swap agreements to modify the interest characteristics of its outstanding debt. At December 31, 1997, the Company had an interest rate swap agreement having a notional value of $25.0 million. This agreement was used to convert variable-rate debt to fixed-rate debt. Under this agreement, the Company pays a fixed rate of 6.03% and was receiving a variable rate at December 31, 1997 of 5.97%. The swap agreement matures in 2002. 7. FAIR VALUES OF FINANCIAL INSTRUMENTS The following methods and assumptions were used by the Company in estimating its fair value disclosures for financial instruments: Cash and cash equivalents: The carrying amounts approximate fair value. Debt: The carrying amounts of the Company's borrowings under its revolving credit agreement and lines of credit approximate their fair value. The fair values of the Company's senior notes and other long-term debt are estimated using discounted cash flow analyses, based on the Company's current incremental borrowing rates for similar types of borrowing arrangements. Interest rate swaps: The fair values of interest rate swaps are based on quoted market prices, which reflect the present value of the difference between estimated future amounts paid and received. The carrying amounts and fair values of the Company's financial instruments at December 31, 1997 and 1996 are as follows:
1997 1996 --------------------- --------------------- CARRYING FAIR CARRYING FAIR AMOUNT VALUE AMOUNT VALUE -------- -------- -------- -------- Cash and cash equivalents................................... $ 9,177 $ 9,177 $ 13,716 $ 13,716 Revolving credit agreement.................................. 190,000 190,000 147,000 147,000 Senior notes................................................ 42,860 44,690 58,000 59,510 Lines of credit............................................. 36,302 36,302 -- -- Other debt.................................................. 8,763 8,763 7,695 7,695 Interest rate swap.......................................... -- (93) -- --
34 37 8. ACCRUED WORKERS' COMPENSATION The Company is liable under the federal Mine Safety and Health Act of 1977, as amended, to provide for pneumoconiosis (black lung) benefits to eligible employees, former employees, and dependents with respect to claims filed by such persons on or after July 1, 1973. The Company is also liable under various states' statutes for black lung benefits. The Company currently provides for federal and state claims principally through a self-insurance program. Charges are being made to operations as determined by independent actuaries, at the present value of the actuarially computed present and future liabilities for such benefits over the employees' applicable years of service. In addition, the Company is liable for workers' compensation benefits for traumatic injuries which are accrued as injuries are incurred. Workers' compensation costs (credits) include the following components:
1997 1996 1995 -------- ------- ------- Self-insured black lung benefits: Service cost............................................ $ 678 $ 639 $ 572 Interest cost........................................... 2,353 1,735 1,879 Net amortization and deferral........................... (10,084) (9,766) (9,691) -------- ------- ------- (7,053) (7,392) (7,240) Other workers' compensation benefits........................ 12,182 13,350 13,041 -------- ------- ------- $ 5,129 $ 5,958 $ 5,801 -------- ------- -------
The actuarial assumptions used in the determination of black lung benefits included a discount rate of 7.25% as of December 31, 1997 (7.5% and 7.25% as of December 31, 1996 and 1995, respectively) and a black lung benefit cost escalation rate of 4% in 1997, 1996 and 1995. In consultation with independent actuaries, the Company changed the discount rate, black lung benefit cost escalation rate, rates of disability and other assumptions used in the actuarial determination of black lung liabilities as of January 1, 1993, to better reflect actual experience. The effect of these changes was a significant increase in the unrecognized net gain. This gain was amortized through 1997 and totaled approximately $10 million (before tax) and $6 million (after tax) in each of the years 1997, 1996 and 1995. Summarized below is information about the amounts recognized in the consolidated balance sheets for workers' compensation benefits:
DECEMBER 31 ------------------- 1997 1996 -------- ------- Actuarial present value for self-insured black lung: Benefits contractually recoverable from others.......... $ 5,053 $ 5,665 Benefits for Company employees.......................... 42,677 24,842 -------- ------- Accumulated black lung benefit obligation............... 47,730 30,507 Unrecognized net gain (loss)............................ (3,004) 7,347 -------- ------- 44,726 37,854 Traumatic and other workers' compensation................... 65,682 43,293 -------- ------- Accrued workers' compensation........................... 110,408 81,147 Less amount included in accrued expenses.................... 12,649 10,298 -------- ------- $ 97,759 $70,849 ======== =======
9. ACCRUED RECLAMATION AND MINE CLOSING COSTS The federal Surface Mining Control and Reclamation Act of 1977 and similar state statutes require that mine property be restored in accordance with specified standards and an approved reclamation plan. The Company accrues for the costs of final mine closure over the estimated useful mining life of the property. These costs relate to reclaiming the pit and support acreage at surface mines and sealing portals at deep mines. Other costs common to both types of mining are related to reclaiming refuse and slurry ponds. The Company accrues for current mine disturbance which will be reclaimed prior to final mine closure. The establishment of the final mine closure reclamation liability and the current disturbance is based upon permit requirements and requires various estimates and assumptions, principally associated with costs and productivities. The Company accrued $10.8 million, $6.1 35 38 9. ACCRUED RECLAMATION AND MINE CLOSING COSTS (CONTINUED) million and $6.5 million in 1997, 1996 and 1995, respectively, for current and final mine closure reclamation. Cash payments for final mine closure reclamation and current disturbances approximated $8.5 million, $9.8 million and $12.2 million for 1997, 1996 and 1995, respectively. Periodically, the Company reviews its entire environmental liability and makes necessary adjustments, including permit changes as granted by state authorities and revisions to costs and productivities, to reflect current experience. These recosting adjustments are recorded in cost of coal sales. Favorable adjustments were $4.4 million, $4.5 million and $5.0 million in 1997, 1996 and 1995, respectively. The Company's management believes it is making adequate provisions for all expected reclamation and other costs associated with mine closures. 10. EMPLOYEE BENEFIT PLANS Defined Benefit Pension Plans The Company has noncontributory defined benefit pension plans covering certain of its salaried and non-union hourly employees. Benefits are generally based on the employee's years of service and compensation. The Company funds the plans in an amount not less than the minimum statutory funding requirements nor more than the maximum amount that can be deducted for federal income tax purposes. Plan assets consist primarily of equity securities and fixed income securities. The net pension cost of the plans includes the following components:
1997 1996 1995 ------- ------- ------- Service cost of benefits earned............................. $ 2,788 $ 2,295 $ 2,339 Interest cost on projected benefit obligation............... 4,970 4,051 3,454 Actual return on plan assets................................ (6,980) (4,159) (9,052) Net amortization and deferral............................... 2,086 1,281 5,405 ------- ------- ------- Net periodic pension cost............................... 2,864 3,468 2,146 Provision for restructuring................................. -- -- 2,125 ------- ------- ------- $ 2,864 $ 3,468 $ 4,271 ======= ======= =======
The following table sets forth the plans' funded status and amounts recognized in the consolidated balance sheets for pension benefits:
DECEMBER 31 ------------------ 1997 1996 ------- ------- Actuarial present value of benefit obligation: Vested benefits......................................... $66,261 $46,195 Nonvested benefits...................................... 4,577 2,974 ------- ------- Accumulated benefit obligation...................... 70,838 49,169 Effect of projected compensation increases.............. 13,247 7,541 ------- ------- Projected benefit obligation........................ 84,085 56,710 Plan assets at fair value................................... 64,577 45,929 ------- ------- Projected benefit obligation in excess of plan assets............................................ 19,508 10,781 Unrecognized transition credit.............................. 1,085 1,283 Unrecognized prior service cost............................. (879) (1,017) Unrecognized net gain....................................... 3,451 3,250 ------- ------- Accrued pension cost................................ 23,165 14,297 Less amount included in accrued expenses.................... 1,435 -- ------- ------- $21,730 $14,297 ======= =======
36 39 10. EMPLOYEE BENEFIT PLANS (CONTINUED) The assumptions used in computing the information above were as follows:
DECEMBER 31 ------------------------------- 1997 1996 1995 --------- --------- --------- Discount rate............................................... 7.25% 7.50% 7.25% Expected long-term rate of return on plan assets............ 9.00% 9.00% 9.00% Future compensation growth rate............................. 5.00% 5.00% 5.00%
Multiemployer Pension and Benefit Plans Under the labor contract with the United Mine Workers of America (UMWA), the Company made payments of $2.0 million in 1997 and $1.9 million in each of 1996 and 1995 into a multiemployer defined benefit pension plan trust established for the benefit of union employees. Payments are based on hours worked and are expensed as paid. Under the Multiemployer Pension Plan Amendments Act of 1980, a contributor to a multiemployer pension plan may be liable, under certain circumstances, for its proportionate share of the plan's unfunded vested benefits (withdrawal liability). The Company has estimated its share of such amount to be $11.5 million at December 31, 1997. The Company is not aware of any circumstances which would require it to reflect its share of unfunded vested pension benefits in its financial statements. The Coal Industry Retiree Health Benefit Act of 1992 (Benefit Act) provides for the funding of medical and death benefits for certain retired members of the UMWA through premiums to be paid by assigned operators (former employers), transfers of monies in 1993 and 1994 from an overfunded pension trust established for the benefit of retired UMWA members, and transfers from the Abandoned Mine Lands Fund (funded by a federal tax on coal production) commencing in 1995. The Company treats its obligation under the Benefit Act as a participation in a multiemployer plan and recognizes expense as premiums are paid. The Company recognized $3.9 million in 1997, $2.8 million in 1996 and $2.6 million in 1995 in expense relative to premiums paid pursuant to the Benefit Act. Other Postretirement Benefits Plans The Company currently provides certain postretirement health and life insurance coverage for eligible employees. Generally, covered employees who terminate employment after meeting the eligibility requirements for pension benefits are also eligible for postretirement coverage for themselves and their dependents. The salaried employee postretirement medical and dental plans are contributory, with retiree contributions adjusted periodically, and contain other cost-sharing features such as deductibles and coinsurance. The postretirement medical plan for retirees who were members of the UMWA is not contributory. The Company's current funding policy is to fund the cost of all postretirement health and life insurance benefits as they are paid. The net periodic postretirement benefit cost of these plans includes the following components:
1997 1996 1995 ------- ------- ------- Service cost................................................ $ 3,717 $ 2,246 $ 3,383 Interest cost............................................... 19,546 15,648 17,050 Net amortization and deferral............................... (2,573) (1,527) 67 ------- ------- ------- Net periodic postretirement benefit cost................ $20,690 $16,367 $20,500 ======= ======= =======
37 40 10. EMPLOYEE BENEFIT PLANS (CONTINUED) The following table sets forth the amounts recognized in the consolidated balance sheets for postretirement benefits other than pension, none of which have been funded:
DECEMBER 31 --------------------- 1997 1996 -------- -------- Accumulated postretirement benefit obligation: Retirees................................................ $149,365 $123,130 Fully eligible active plan participants................. 101,888 62,403 Other active plan participants.......................... 82,655 34,799 -------- -------- 333,908 220,332 Unrecognized net gain....................................... 2,302 20,996 Unrecognized prior service gain............................. 1,295 515 -------- -------- Accrued postretirement obligation....................... 337,505 241,843 Less amount included in accrued expenses.................... 14,390 13,000 -------- -------- $323,115 $228,843 ======== ========
The discount rate used in determining the accumulated postretirement benefit obligation was 7.25% and 7.5% at December 31, 1997 and 1996, respectively. The assumed health care cost trend rate for 1998 is 6% (7% in 1997), decreasing to 5% in the year 1999. The health care cost trend rate assumption has a significant effect on the amounts reported. For example, increasing the assumed health care cost trend rate by one percentage point in each year would increase the accumulated postretirement benefit obligation as of December 31, 1997, by $54.1 million or 16.2%, and the net periodic postretirement benefit cost for 1997 by $5.2 million or 29.9%. Net periodic postretirement benefit cost decreased approximately $4.1 million (an increase in net income of $2.4 million) in 1996 due to changes in certain actuarial assumptions, including a decrease in the healthcare cost trend rate and a decrease in the discount rate. Other Plans The Company sponsors savings plans which were established to assist eligible employees in providing for their future retirement needs. The Company's contributions to the plans were $4.6 million in 1997 and $3.4 million in each of 1996 and 1995. 11. CAPITAL STOCK On April 4, 1997, the Company changed its capital stock whereby the number of authorized shares was increased to 100,000,000 common shares, the par value was changed to $.01 per share, and a common stock split of 338.0857-for-one was effected. All share and per share information reflect the stock split. On July 25, 1997, the Company's Board of Directors authorized a share repurchase plan under which the Company may repurchase, from time to time, up to 1,000,000 shares of the Company's common stock. Shares acquired may be used for general corporate purposes. At December 31, 1997, no shares had been repurchased under this authorization. 12. STOCK INCENTIVE PLANS On April 4, 1997, the stockholders approved the 1997 Stock Incentive Plan (Company Incentive Plan) reserving 6,000,000 shares of Arch Coal common stock for awards to officers and other selected key management employees of the Company. The Company Incentive Plan provides the Board of Directors with the flexibility to grant stock options, stock appreciation rights (SARs), restricted stock, restricted stock units, performance stock, performance units, merit awards, phantom stock awards and rights to acquire stock through purchase under a stock purchase program (Awards). Stock options outstanding under the Ashland Coal plans at the date of the merger were exchanged for fully vested stock options in the Company Incentive Plan. Stock options generally become exercisable in full or in part one year from the date of grant and are granted at a price equal to 100% of the fair market value of the stock on the date of grant. SARs entitle employees to receive a payment equal to the appreciation in market value of the stated number 38 41 12. STOCK INCENTIVE PLANS (CONTINUED) of common shares from the SARs exercise price to the market value of the shares on the date of its exercise. Unexercised options and SARs lapse 10 years after the date of grant. Restricted stock awards entitle employees to purchase shares at a nominal cost. Such awards entitle employees to vote shares acquired and to receive any dividends thereon, but such shares cannot be sold or transferred and are subject to forfeiture if employees terminate their employment prior to the prescribed period, which can be from one to five years. Merit awards are grants of stock without restriction and at a nominal cost. Performance share or unit awards can be earned by the recipient if the Company meets certain pre-established performance measures. Until earned, the performance awards are nontransferable, and when earned, performance awards are payable in cash, stock, or restricted stock as determined by the Board of Directors. As of December 31, 1997, 341,100 performance shares had been granted and will be earned by participants based on company performance for the years 1998 through 2001. Phantom stock awards are based on the appreciation of hypothetical underlying shares or the earnings performance of such shares and may be paid in cash or in shares. As of December 31, 1997, stock options and performance shares were the only type of Awards granted. Information regarding stock options under the Company Incentive Plan is as follows for the year ended December 31, 1997 (in thousands except per share data):
WEIGHTED COMMON AVERAGE SHARES PRICE ------ -------- Options outstanding at January 1............................ -- $ -- Issued in exchange for Ashland Coal, Inc. stock options............................................. 675 23.69 Granted..................................................... 300 27.88 Exercised................................................... (49) 21.25 ----- Options outstanding at December 31.......................... 926 25.23 ===== Options exercisable at December 31.......................... 626 $23.88 Options available for grant at December 31.................. 4,684
The Company applies Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees, and related Interpretations in accounting for the Company Incentive Plan. Accordingly, no compensation expense has been recognized for the fixed stock option portion of the Company Incentive Plan. Had compensation expense for the fixed stock option portion of the Company Incentive Plan been determined based on the fair value at the grant dates for awards under this plan consistent with the method of SFAS No. 123, Accounting for Stock-Based Compensation, the Company's net income and earnings per common share for the year ended December 31, 1997 would have been reduced to the pro forma amounts of $29.9 million and $.98, respectively. For purposes of these pro forma disclosures, the estimated fair value of the options is recognized as compensation expense over the options' vesting period. The stock options granted in 1997 vest ratably over three years. The fair value per option granted in 1997 was $8.36. Exercise prices for options outstanding as of December 31, 1997, range from $11 to $34.375, and the weighted average remaining contractual life at that date was 6.8 years. The fair value of options granted in 1997 was determined to be $2.5 million using the Black-Scholes option pricing model and the following weighted-average assumptions: Risk-free interest rate..................................... 6.33% Dividend yield.............................................. 2% Volatility of the expected market price of the Company's common stock.............................................. 0.29 Expected life of options (in years)......................... 5
39 42 12. STOCK INCENTIVE PLANS (CONTINUED) The table below shows pertinent information on options outstanding at December 31, 1997, priced below $25 per share and priced at $25 per share or more.
OPTION EXERCISE PRICE ----------------------- BELOW $25 $25 OR MORE --------- ----------- Options outstanding (in thousands).......................... 338 588 Weighted-average exercise price............................. $20.40 $28.00 Weighted-average remaining contractual life (in years)...... 5.2 7.7 Options currently exercisable (in thousands)................ 338 288 Weighted-average exercise price of options currently exercisable............................................... $20.40 $28.12
13. CHANGES IN ESTIMATES AND OTHER NON-RECURRING REVENUES AND EXPENSES During 1996, the Company sold an idle processing plant and loadout facilities in Eastern Kentucky for the assumption of the environmental liabilities. As a result, the Company recognized a gain of $4.9 million which is included in other revenues. During 1995, the Company sold its timber rights to approximately 100,000 acres of property in the Eastern United States for a gain of $8.4 million which is included in other revenues. During 1996, the Company reduced the estimated useful lives of certain long-lived assets (primarily related to life of mine assets including preparation plants and beltlines) for depreciation and amortization purposes. These changes in estimates were primarily due to increased productivities and reductions in recoverable reserves. As a result, an additional $11.3 million (after tax impact of $6.9 million or $.33 per share) of depreciation and amortization expense was recorded in cost of coal sales. The assets included a preparation plant that had an original life of 16 years that was adjusted to 7.5 years, a preparation plant and beltline related to a surface mine that carried an original life of 20 years that was adjusted to 17 years and deferred mine development for a surface mine with an original life of 5 years adjusted to 4 years. Effective September 30, 1995, the Company adopted the provisions of SFAS No. 121, Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of. As a result, the Company recorded charges of $10.2 million to write down certain assets to their fair value. These assets included idled facilities at the Company's Arch of Illinois, Arch of Kentucky and Cumberland River Coal Company operations. Fair value was based upon management's best estimate of discounted cash flows. During 1995, the Company restructured its selling, general and administrative functions and reduced its salaried workforce by 143 employees, 52 of which accepted the Company's early retirement program. Total restructuring charges of $8.3 million included charges for severance, pension and postretirement medical benefits. The restructuring reflected the Company's efforts to reduce its costs and improve its competitive position. 14. CONCENTRATION OF CREDIT RISK AND MAJOR CUSTOMERS The Company places its cash equivalents in investment-grade short-term investments and limits the amount of credit exposure to any one commercial issuer. The Company markets its coal principally to electric utilities in the United States. As of December 31, 1997 and 1996, accounts receivable from electric utilities located in the United States totaled $102.8 million and $61.3 million, respectively. Generally, credit is extended based on an evaluation of the customer's financial condition, and collateral is not generally required. Credit losses are provided for in the financial statements and historically have been minimal. The Company is committed under long-term contracts to supply coal that meets certain quality requirements at specified prices. These prices are generally adjusted based on indices. Quantities sold under some of these contracts may vary from year to year within certain limits at the option of the customer. Sales (including spot sales) to major customers were as follows:
1997 1996 1995 -------- -------- -------- Customer A.................................................. $187,800 $147,567 $127,911 Customer B.................................................. 129,981 86,756 82,857
40 43 15. EARNINGS PER SHARE The following table sets forth the computation of basic and diluted earnings (loss) per common share:
1997 1996 1995 ------- ------- -------- Numerator: Net income (loss)....................................... $30,281 $33,020 $(11,037) ======= ======= ======== Denominator: Weighted average shares-denominator for basic........... 30,374 20,948 20,948 Dilutive effect of employee stock options............... 34 -- -- ------- ------- -------- Adjusted weighted average shares-denominater for diluted............................................... 30,408 20,948 20,948 ======= ======= ======== Basic earnings (loss) per common share...................... $ 1.00 $ 1.58 $ (0.53) ======= ======= ======== Diluted earnings (loss) per common share.................... $ 1.00 $ 1.58 $ (0.53) ======= ======= ========
16. SALE AND LEASEBACK On January 29, 1998, the Company sold mining equipment for approximately $74.2 million and leased back the equipment under an operating lease with a term of three years. This included the sale and leaseback of equipment purchased under an existing operating lease that expired on the same day. The proceeds of the sale were used to purchase the equipment under the expired lease for $28.3 million and to pay down debt. The lease provides for annual rental payments of approximately $9.1 million, $11.6 million, $11.2 million and $2.7 million in 1998, 1999, 2000 and 2001, respectively. At the end of the lease term, the Company has the option to renew the lease for two additional one year periods or purchase the equipment for approximately $51.1 million. Alternatively, the equipment may be sold to a third party. In the event of such a sale, the Company will be required to make payment to the lessor in the event, and to the extent, that the proceeds are below $40.0 million. The gain on the sale and leaseback of $10.7 million was deferred and will be amortized over the base term of the lease as a reduction of rental expense. 17. RELATED PARTY TRANSACTIONS In the ordinary course of business, the Company receives certain services and purchases fuel, oil and other products on a competitive basis from subsidiaries of Ashland Inc., which totaled $4.7 million in 1997, $3.8 million in 1996 and $5.0 million in 1995. Ashland Inc. owns approximately 54% of the Company's outstanding shares of common stock. Management believes that charges between the Company and Ashland Inc. for services and purchases were concluded on terms equivalent to those prevailing among unaffiliated parties. 18. COMMITMENTS AND CONTINGENCIES The Company leases equipment, land and various other properties under noncancelable long-term leases, expiring at various dates. Rental expense related to these operating leases amounted to $14.9 million in 1997, $8.5 million in 1996 and $8.1 million in 1995. Minimum annual rentals due in future years under lease agreements in effect at December 31, 1997 are as follows: 1998........................................................ $ 7,949 1999........................................................ 5,037 2000........................................................ 4,349 2001........................................................ 3,618 2002........................................................ 3,487 Thereafter.................................................. 5,452 ------- $29,892 =======
The Company is a party to numerous claims and lawsuits with respect to various matters. The Company provides for costs related to contingencies when a loss is probable and the amount is reasonably determinable. As of December 31, 1997, the Company estimates that its probable aggregate loss as a result of such claims is $5.6 million (included in 41 44 18. COMMITMENTS AND CONTINGENCIES (CONTINUED) other noncurrent liabilities) and believes that probable insurance recoveries of $.8 million (included in other assets) related to these claims will be realized. The Company estimates that its reasonably possible aggregate losses from all currently pending litigation could be as much as $.9 million (before tax) in excess of the probable loss previously recognized. However, the Company believes it is probable that substantially all of such losses, if any occur, will be insured. After conferring with counsel, it is the opinion of management that the ultimate resolution of these claims, to the extent not previously provided for, will not have a material adverse effect on the consolidated financial condition, results of operations, or liquidity of the Company. A customer of the Company has informed the Company that one of its power plants will no longer provide baseload capacity to a public utility and instead will be used to provide peak demand only and, as a result, the plant will require substantially less coal under the customer's existing above-market contract with the Company. The Company has filed a civil action in Federal District Court in the Southern District of West Virginia alleging breach of contract and other causes of action against the customer in respect of the customer's failure to comply with the terms of this contract. As of December 31, 1997, the carrying amount of acquisition costs allocated to this coal supply contract amounts to approximately $17 million. The Company's current estimates of undiscounted cash flows indicate the carrying amount of this asset is expected to be recovered. The Company holds a 17.5% general partnership interest in Dominion Terminal Associates (DTA), which operates a ground storage-to-vessel coal transloading facility in Newport News, Virginia. DTA leases the facility from Peninsula Ports Authority of Virginia (PPAV) for amounts sufficient to meet debt-service requirements. Financing is provided through $132.8 million of tax exempt bonds issued by PPAV which mature July 1, 2016. Under the terms of a throughput and handling agreement with DTA, each partner is charged its share of cash operating and debt-service costs in exchange for the right to use its share of the facility's loading capacity and is required to make periodic cash advances to DTA to fund such costs. On a cumulative basis, costs exceeded cash advances by $8.6 million at December 31, 1997 (included in other noncurrent liabilities). Future payments for fixed operating costs and debt service are estimated to approximate $3.3 million annually through 2015 and $26.0 million in 2016. 19. CASH FLOW The changes in operating assets and liabilities as shown in the consolidated statements of cash flows are comprised of the following:
1997 1996 1995 -------- -------- ------- Decrease (increase) in operating assets: Receivables............................................. $(12,179) $ 10,857 $(1,802) Inventories............................................. 16,323 4,024 8,133 Increase (decrease) in operating liabilities: Accounts payable and accrued expenses................... 5,403 (7,464) 233 Income taxes............................................ (27,448) (1,145) (2,867) Accrued postretirement benefits other than pension...... 7,437 4,566 8,810 Accrued reclamation and mine closure.................... (9,370) (10,492) (6,877) Accrued workers' compensation........................... (9,008) (897) (8,360) -------- -------- ------- Changes in operating assets and liabilities................. $(28,842) $ (551) $(2,730) ======== ======== =======
42 45 20. QUARTERLY FINANCIAL INFORMATION (UNAUDITED) Quarterly financial data for 1997 and 1996 is summarized below:
MARCH 31 JUNE 30 SEPT. 30 DEC. 31 -------- -------- -------- ------- 1997: Coal sales and other revenues............................... $198,461 $196,425 $329,475 $342,512 Income (loss) from operations............................... 16,314 16,296 (20,468) 29,740 Net income (loss)........................................... 10,420 11,732 (13,001) 21,130 Earnings (loss) per common share........................ 0.50 0.56 (0.33) 0.53 1996: Coal sales and other revenues............................... $189,643 $192,071 $196,966 $201,941 Income from operations...................................... 14,949 11,112 16,713 13,338 Net income.................................................. 7,600 5,235 10,929 9,256 Earnings per common share............................... 0.36 0.25 0.52 0.44 - -------- During the first quarter of 1997, the Company recorded $3.1 million in costs associated with the impoundment failure in October 1996 at Lone Mountain Processing, Inc. and a $3.3 million reduction in its reclamation and mine closure liability due to permit changes. During the second quarter of 1997, the Company recorded a $4.2 million reduction in its workers' compensation liability due to better than anticipated safety performance, $1.5 million in costs associated with the impoundment failure noted in (1) and a $1.5 million charge to other expenses in connection with the Trail Mountain lawsuit. During the third quarter of 1997, the Company recorded a $39.1 million charge in connection with the Ashland Coal merger comprised of termination benefits, relocation costs and costs associated with the idling of duplicate facilities. During the fourth quarter of 1997, the Company recorded a $1.1 million reduction in its reclamation and mine closure liability as a result of permit changes and a favorable adjustment of $2.0 million due to changes in actuarial assumptions related to postretirement and pension benefit obligations. During the third quarter of 1996, the Company sold an idle processing plant and loadout facility in Eastern Kentucky for a gain of $4.9 million included in other revenues and recorded charges to other expenses of $1.7 million in connection with the Trail Mountain lawsuit and $1.4 million in connection with the redemption of debt. During the fourth quarter of 1996, the Company recorded a $3.8 million reduction in its reclamation and mine closure liability due to permit changes granted by state authorities and revisions to costs associated with removal of structures and productivities to reflect current experience. During the fourth quarter of 1996, no income tax provision was required in order to achieve the effective tax rate. The sum of the quarterly earnings per common share amounts may not equal earnings per common share for the full year, because per share amounts are computed independently for each quarter and for the year based on the weighted average number of common shares outstanding during each period.
43 46 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE On July 1, 1997, the Board of Directors of the Company engaged Ernst & Young LLP, to act as the Company's independent certified public accountant. Ernst & Young LLP replaced Arthur Andersen LLP, who was dismissed on July 1, 1997. Ernst & Young LLP acts as the independent auditor for Ashland, the Company's majority stockholder, and Ashland consolidates the financial statements of the Company as a consequence of the merger with Ashland Coal. Arthur Andersen LLP's reports on the Company's financial statements for the fiscal years ended December 31, 1996 and 1995 did not contain an adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles. There were no disagreements between the Company and Arthur Andersen LLP on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures during such fiscal years or thereafter through and including the date of the conclusion of Arthur Andersen LLP's services, which, if not resolved to the satisfaction of Arthur Andersen LLP, would have caused Arthur Andersen LLP to make reference to the matter in their reports. PART III ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT There is hereby incorporated by reference into this Annual Report on Form 10-K the information appearing under the subcaption "Nominees for Director" which appears under the caption "Election of Directors" beginning on Page 2 in the Company's Proxy Statement to be distributed to Company stockholders in connection with the Company's 1998 Annual Meeting (the "1998 Proxy Statement"). See also the list of the Company's executive officers and related information under "Executive Officers" in Part I, Item X herein. ITEM 11. EXECUTIVE COMPENSATION There is hereby incorporated by reference into this Annual Report on Form 10-K the information appearing in and under the "Summary Compensation Table", the "Option Grants in Last Fiscal Year" table, the "Aggregated Option Exercise in Last Fiscal Year and Fiscal Year-End Option Values" table, the "Long-Term Incentive Plan Awards in Last Fiscal Year" table, the Pension Plan section (including the table therein), the Employment Agreements and Other Arrangements section, the Compensation of Directors section, and the Compensation Committee Interlocks and Insider Participation section appearing on Pages 10 to 13 in the Company's 1998 Proxy Statement. No portion of the Personnel and Compensation Committee and Stock Incentive Committee Report on Executive Compensation for 1997 or the Arch Coal Performance Graph is incorporated herein in reliance on Regulation S-K, Item 402(a)(8). ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT There is hereby incorporated by reference into this Annual Report on Form 10-K the information appearing under the caption "Security Ownership of Certain Beneficial Owners and Management" beginning on Page 5 of the Company's 1998 Proxy Statement. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS There is hereby incorporated by reference into this Annual Report on Form 10-K the information appearing under the caption "Certain Relationships and Related Transactions" beginning on Page 13 of the Company's 1998 Proxy Statement. 44 47 PART IV ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K (a) Documents filed as part of this Report
PAGE ---- (1) The following consolidated financial statements of Arch Coal, Inc. and subsidiaries are included in Item 8 at the page indicated: Reports of Independent Auditors......................................... 23 Consolidated Statements of Income--Years Ended December 31, 1997, 1996 and 1995.............................................................. 25 Consolidated Balance Sheets--December 31, 1997 and 1996................. 26 Consolidated Statements of Stockholders' Equity--Years Ended December 31, 1997, 1996 and 1995...................................... 27 Consolidated Statements of Cash Flows--Years Ended December 31, 1997, 1996 and 1995......................................................... 28 Notes to Consolidated Financial Statements.............................. 29 (2) The following consolidated financial statement schedule of Arch Coal, Inc. and subsidiaries is included in Item 14 at the page indicated: II--Valuation and Qualifying Accounts................................... 48
All other schedules for which provision is made in the applicable accounting regulation of the Securities and Exchange Commission are not required under the related instructions or are inapplicable and, therefore, have been omitted. (3) Exhibits filed as part of this Report are as follows:
EXHIBIT NUMBER EXHIBIT TITLE - ------- ------------- 3.1 Restated Certificate of Incorporation of Arch Coal, Inc. (Exhibit 3.1) 3.2 Restated and Amended Bylaws of Arch Coal, Inc. (Exhibit 3.4) 4.1 Stockholders Agreement, dated as of April 4, 1997, among Carboex International, Ltd., Ashland Inc. and Arch Coal, Inc. (formerly Arch Mineral Corporation) (Exhibit 4.1) 4.2 Registration Rights Agreement, dated as of April 4, 1997, among Arch Coal, Inc. (formerly Arch Mineral Corporation), Ashland Inc., Carboex International, Ltd. and the entities listed on Schedules I and II thereto (Exhibit 4.2) 4.3 Agreement Relating to Nonvoting Observer, executed as of April 4, 1997, among Carboex International, Ltd., Ashland Inc., Ashland Coal, Inc. and Arch Coal, Inc. (formerly Arch Mineral Corporation) (Exhibit 4.3) 4.4 Credit Agreement dated as of July 1, 1997, by and among Arch Coal, Inc., the banks party thereto, PNC Bank, National Association, as Administrative and Syndication Agent and Morgan Guaranty Tract Company of New York, as Documentation and Syndication Agent (incorporated herein by reference to Exhibit 4.1 to the Current Report of Arch Coal, Inc. on Form 8-K filed July 15, 1997). 4.5 Lease Intended as Security dated as of January 15, 1998, among Apogee Coal Company, Catenary Coal Company and Hobet Mining, Inc., as Lessees; The First Security Bank, National Association, as Lessor, and the Certificate Purchasers named therein. 10.1 Coal Off-Take Agreement, executed as of April 4, 1997, among Arch Coal, Inc. (formerly Arch Mineral Corporation), Carboex International, Ltd. and Ashland Inc. (Exhibit 10.1) 10.2 Sales Agency Agreement, executed as of April 4, 1997, among Arch Coal, Inc. (formerly Arch Mineral Corporation), Ashland Inc. and Carboex S.A. (Exhibit 10.2) 10.3 Assignment, Assumption and Amendment of Coal Sales Agency Agreement, executed as of April 4, 1997, among Arch Coal, Inc. (formerly Arch Mineral Corporation), Ashland Coal, Inc., Saarbergwerke AG and Carboex International, Ltd. (Exhibit 10.3) 45 48 EXHIBIT NUMBER EXHIBIT TITLE - ------- ------------- 10.4 Shareholder Services Contract, executed as of April 4, 1997, among Arch Coal, Inc. (formerly Arch Mineral Corporation), Ashland Coal, Inc., Carboex International, Ltd. and Ashland Inc. (Exhibit 10.4) 10.5 Deed of Lease and Agreement between Dingess-Rum Coal Company and Amherst Coal Company (predecessor to Ark Land Company), dated June 1, 1962, as supplemented January 1, 1968, June 1, 1973, July 1, 1974, November 12, 1987, Lease Exchange Agreement dated July 2, 1979 amended as of January 1, 1984 and January 7, 1993; February 24, 1993; Partial Release dated as of May 6, 1988; Assignments dated March 15, 1990, October 5, 1990 (Exhibit 10.8) 10.6 Agreement of Lease by and between Shonk Land Company, Limited Partnership and Lawson Hamilton (predecessor to Ark Land Company), dated February 8, 1983, as amended October 7, 1987, March 9, 1989, April 1, 1992, October 31, 1992, December 5, 1992, February 16, 1993, August 4, 1994, October 1, 1995, July 31, 1996 and November 27, 1996 (Exhibit 10.9) 10.7 Lease between Little Coal Land Company and Ashland Land & Development Co., a wholly-owned subsidiary of Ashland Coal, which was merged into Allegheny Land Company, a second tier subsidiary of the Company (Exh. 10.11). 10.8 Agreement of Lease dated January 1, 1988, between Courtney Company and Allegheny Land Company (legal successor by merger with Allegheny Land Co. No. 2, the assignee of Primeacre Land Corporation under October 5, 1992, assignments), a second-tier subsidiary of the Company (Exhibit 10.3 to the Company's first-tier subsidiary, Ashland Coal, Inc.'s Form 10-K for the year ended December 31, 1995, filed with the SEC on March 6, 1996, is incorporated herein by reference). 10.9 Lease between Dickinson Properties, Inc., the Southern Land Company, and F. B. Nutter, Jr. and F. B. Nutter, Sr., predecessors in interest to Hobet Mining & Construction Co., Inc., an independent operating subsidiary of the Company that subsequently changed its name to Hobet Mining, Inc. (Exh. 10.14). 10.10 Lease between Oglebay Norton Company and F. B. Nutter, Sr., predecessor in interest to Hobet Mining & Construction Co., Inc., an independent operating subsidiary of the Company that subsequently changed its name to Hobet Mining, Inc. (Exh. 10.15). 10.11 Lease Agreement between Fielden B. Nutter, Dorothy Nutter and Hobet Mining & Construction Co., Inc., an independent operating subsidiary of the Company that subsequently changed its name to Hobet Mining, Inc. (Exh. 10.22). 10.12 Lease and Modification Agreement between Horse Creek Coal Land Company, Ashland and Hobet Mining & Construction Co., Inc., an independent operating subsidiary of the Company that subsequently changed its name to Hobet Mining, Inc. (Exh. 10.24). 10.13 Lease Agreement between C. C. Lewis Heirs Limited Partnership and Allegheny Land Company, a second-tier subsidiary of the Company (Exh. 10.25). 10.14 Sublease between F. B. Nutter, Sr., et al., and Hobet Mining & Construction Co., Inc., an independent operating subsidiary of the Company that subsequently changed its name to Hobet Mining, Inc. (Exh. 10.27). 10.15 Coal Lease Agreement dated as of March 31, 1992, among Hobet Mining, Inc. (successor by merger with Dal-Tex Coal Corporation) as lessee and UAC and Phoenix Coal Corporation, as lessors, and related Company Guarantee (Exhibit 10.2 to the Company's first-tier subsidiary, Ashland Coal, Inc.'s Form 8-K dated April 6, 1992, is incorporated herein by reference). 10.16 Lease dated as of October 1, 1987, between Pocahontas Land Corporation and Mingo Logan Collieries Company whose name is now Mingo Logan Coal Company (Exhibit 10.3 to Amendment No. 1 filed with SEC on February 14, 1990, to the Company's first-tier subsidiary, Ashland Coal, Inc.'s Form 8-K filed with the SEC on February 8, 1990, is incorporated herein by reference). 10.17 Consent, Assignment of Lease and Guaranty dated January 24, 1990, among Pocahontas Land Corporation, Mingo Logan Coal Company, Mountain Gem Land, Inc. and Ashland Coal, Inc. (Exhibit 10.4 to Amendment No. 1 filed with the SEC on February 14, 1990, to the Company's first-tier subsidiary, Ashland Coal, Inc.'s Form 8-K filed with the SEC on February 8, 1990, is incorporated herein by reference). 10.18 Employment Agreement between Arch Mineral Corporation and Steven F. Leer, dated March 1, 1992 (Exhibit 10.12) 46 49 EXHIBIT NUMBER EXHIBIT TITLE - ------- ------------- 10.19 Consulting Agreement between Arch Mineral Corporation and Ronald E. Samples, effective September 1, 1992, as amended by letter agreements dated October 6, 1992, September 1, 1993, September 1, 1994, September 1, 1995, August 31, 1996 and March 30, 1997 (Exhibit 10.13) 10.20 Form of At Will Employee Retention/Severance Agreement (Exhibit 10.14) 10.21 Form of Indemnity Agreement between Arch Coal, Inc. and Indemnitee (as defined therein) (Exhibit 10.15) 10.22 Arch Coal, Inc. 1998 Incentive Compensation Plan 10.23 Arch Coal, Inc. (formerly Arch Mineral Corporation) Deferred Compensation Plan (Exhibit 10.17) 10.24 Arch Coal, Inc. Deferred Compensation Plan for Directors' Fees (Exhibit 10.18) 10.25 Arch Coal, Inc. 1997 Stock Incentive Plan (Exhibit 10.9; appears as Annex E to Appendix A to the Proxy Statement/Prospectus forming part of the Company's S-4 Registration Statement) 10.26 Arch Mineral Corporation 1996 ERISA Forfeiture Plan (Exhibit 10.20) 16 Letter of Arthur Andersen & Company LLP filed pursuant to Regulation S-K, Item 304(a)(3) 21 Subsidiaries of the Company 23.1 Consent of Independent Auditors 23.2 Consent of (Predecessor) Independent Accountants 24 Power of Attorney 27 Financial Data Schedule - -------- Incorporated by reference from the Company's Registration Statement on Form S-4 (Registration No. 333-28149) filed with the SEC on May 30, 1997. The exhibit number referred to within the parentheses corresponds to the number of such exhibit in Item 21 of such Registration Statement. Incorporated by reference from the Company's first-tier subsidiary, Ashland Coal, Inc.'s, Registration Statement on Form S-1 (Registration No. 33-22425) filed with the SEC on June 9, 1988, and Amendments No. 1, No. 2 and No. 3 filed with the SEC on July 14, 1988, August 3, 1988, and August 5, 1988, respectively, and Post-Effective Amendment No. 1 filed with the SEC on August 11, 1988. The exhibit number referred to within the parentheses corresponds to the number of such exhibit in Item 16(a) of Post-Effective Amendment No. 1 to such Registration Statement. Included with this Report.
Exhibits 10.22, 10.23, 10.24, 10.25 and 10.26 are executive compensation plans. Upon written or oral request to the Company's Secretary, a copy of any of the above exhibits will be furnished at cost. (b) Reports on Form 8-K No reports on Form 8-K were filed by the Company in the quarter ended December 31, 1997. 47 50 SCHEDULE II ARCH COAL, INC. AND SUBSIDIARIES SCHEDULE II -- VALUATION AND QUALIFYING ACCOUNTS (IN THOUSANDS)
ADDITIONS BALANCE AT CHARGED TO BALANCE AT BEGINNING COSTS AND END OF DESCRIPTION OF YEAR EXPENSES DEDUCTIONS OTHER YEAR ----------- ---------- ---------- -------------- --------- ---------- Year Ended December 31, 1997 Reserves Deducted from Asset Accounts Property, Plant, and Equipment...................... $ 100 $ -- $ 100 $ -- $ -- Other Assets--Other Notes and Accounts Receivable................... 410 61 -- -- 471 Current Assets--Supplies Inventory.................. 11,313 1,218 282 5,432 17,681 Year Ended December 31, 1996 Reserves Deducted from Asset Accounts Property, Plant, and Equipment...................... $ 1,111 $ -- $1,011 $ -- $ 100 Other Assets--Other Notes and Accounts Receivable................... 408 150 148 -- 410 Current Assets--Supplies Inventory.................. 11,976 500 1,163 -- 11,313 Year Ended December 31, 1995 Reserves Deducted from Asset Accounts Property, Plant, and Equipment...................... $ 1,156 $ -- $ 45 $ -- $ 1,111 Other Assets--Other Notes and Accounts Receivable................... 749 117 458 -- 408 Current Assets--Supplies Inventory.................. 11,437 1,273 734 -- 11,976 - --------- Reserves utilized, unless otherwise indicated. Balances acquired in the Ashland Coal merger.
48 51 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. ARCH COAL, INC. (REGISTRANT) BY: /s/ PATRICK A. KRIEGSHAUSER --------------------------------- Patrick A. Kriegshauser Senior Vice President, Treasurer and Chief Financial Officer Date: March 16, 1998 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on March 16, 1998.
SIGNATURES CAPACITY ---------- -------- /s/ STEVEN F. LEER President and Chief Executive Officer and Director ------------------------------------------ Steven F. Leer /s/ PATRICK A. KRIEGSHAUSER Senior Vice President, Treasurer, and Chief Financial Officer ------------------------------------------ Patrick A. Kriegshauser /s/ JAMES P. PYE Controller ------------------------------------------ James P. Pye James R. Boyd Director Robert A. Charpie Director Paul W. Chellgren Director Thomas L. Feazell Director Juan Antonio Ferrando Director John R. Hall Director Robert L. Hintz Director Douglas H. Hunt Director Steven F. Leer Director By: /s/ JEFFRY N. QUINN Thomas Marshall Director ---------------------------------- James L. Parker Director Jeffry N. Quinn J. Marvin Quin Director As Attorney-in Fact
ORIGINAL POWERS OF ATTORNEY AUTHORIZING STEVEN F. LEER, PATRICK A. KRIEGSHAUSER AND JEFFRY N. QUINN, AND EACH OF THEM, TO SIGN THIS ANNUAL REPORT ON FORM 10-K AND AMENDMENTS THERETO ON BEHALF OF THE ABOVE-NAMED PERSONS HAVE BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION AS EXHIBIT 24 TO THIS REPORT. 49 52 EXHIBIT INDEX
EXHIBIT NUMBER EXHIBIT TITLE - ------ ------------- 3.1 Restated Certificate of Incorporation of Arch Coal, Inc. (Exhibit 3.1) 3.2 Restated and Amended Bylaws of Arch Coal, Inc. (Exhibit 3.4) 4.1 Stockholders Agreement, dated as of April 4, 1997, among Carboex International, Ltd., Ashland Inc. and Arch Coal, Inc. (formerly Arch Mineral Corporation) (Exhibit 4.1) 4.2 Registration Rights Agreement, dated as of April 4, 1997, among Arch Coal, Inc. (formerly Arch Mineral Corporation), Ashland Inc., Carboex International, Ltd. and the entities listed on Schedules I and II thereto (Exhibit 4.2) 4.3 Agreement Relating to Nonvoting Observer, executed as of April 4, 1997, among Carboex International, Ltd., Ashland Inc., Ashland Coal, Inc. and Arch Coal, Inc. (formerly Arch Mineral Corporation) (Exhibit 4.3) 4.4 Credit Agreement dated as of July 1, 1997, by and among Arch Coal, Inc., the banks party thereto, PNC Bank, National Association, as Administrative and Syndication Agent and Morgan Guaranty Tract Company of New York, as Documentation and Syndication Agent (incorporated herein by reference to Exhibit 4.1 to the Current Report of Arch Coal, Inc. on Form 8-K filed July 15, 1997). 4.5 Lease Intended as Security dated as of January 15, 1998, among Apogee Coal Company, Catenary Coal Company and Hobet Mining, Inc., as Lessees; The First Security Bank, National Association, as Lessor, and the Certificate Purchasers named therein. 10.1 Coal Off-Take Agreement, executed as of April 4, 1997, among Arch Coal, Inc. (formerly Arch Mineral Corporation), Carboex International, Ltd. and Ashland Inc. (Exhibit 10.1) 10.2 Sales Agency Agreement, executed as of April 4, 1997, among Arch Coal, Inc. (formerly Arch Mineral Corporation), Ashland Inc. and Carboex S.A. (Exhibit 10.2) 10.3 Assignment, Assumption and Amendment of Coal Sales Agency Agreement, executed as of April 4, 1997, among Arch Coal, Inc. (formerly Arch Mineral Corporation), Ashland Coal, Inc., Saarbergwerke AG and Carboex International, Ltd. (Exhibit 10.3) 10.4 Shareholder Services Contract, executed as of April 4, 1997, among Arch Coal, Inc. (formerly Arch Mineral Corporation), Ashland Coal, Inc., Carboex International, Ltd. and Ashland Inc. (Exhibit 10.4) 10.5 Deed of Lease and Agreement between Dingess-Rum Coal Company and Amherst Coal Company (predecessor to Ark Land Company), dated June 1, 1962, as supplemented January 1, 1968, June 1, 1973, July 1, 1974, November 12, 1987, Lease Exchange Agreement dated July 2, 1979 amended as of January 1, 1984 and January 7, 1993; February 24, 1993; Partial Release dated as of May 6, 1988; Assignments dated March 15, 1990, October 5, 1990 (Exhibit 10.8) 10.6 Agreement of Lease by and between Shonk Land Company, Limited Partnership and Lawson Hamilton (predecessor to Ark Land Company), dated February 8, 1983, as amended October 7, 1987, March 9, 1989, April 1, 1992, October 31, 1992, December 5, 1992, February 16, 1993, August 4, 1994, October 1, 1995, July 31, 1996 and November 27, 1996 (Exhibit 10.9) 10.7 Lease between Little Coal Land Company and Ashland Land & Development Co., a wholly-owned subsidiary of Ashland Coal, which was merged into Allegheny Land Company, a second tier subsidiary of the Company (Exh. 10.11). 10.8 Agreement of Lease dated January 1, 1988, between Courtney Company and Allegheny Land Company (legal successor by merger with Allegheny Land Co. No. 2, the assignee of Primeacre Land Corporation under October 5, 1992, assignments), a second-tier subsidiary of the Company (Exhibit 10.3 to the Company's first-tier subsidiary, Ashland Coal, Inc.'s Form 10-K for the year ended December 31, 1995, filed with the SEC on March 6, 1996, is incorporated herein by reference). 50 53 EXHIBIT NUMBER EXHIBIT TITLE - ------ ------------- 10.9 Lease between Dickinson Properties, Inc., the Southern Land Company, and F. B. Nutter, Jr. and F. B. Nutter, Sr., predecessors in interest to Hobet Mining & Construction Co., Inc., an independent operating subsidiary of the Company that subsequently changed its name to Hobet Mining, Inc. (Exh. 10.14). 10.10 Lease between Oglebay Norton Company and F. B. Nutter, Sr., predecessor in interest to Hobet Mining & Construction Co., Inc., an independent operating subsidiary of the Company that subsequently changed its name to Hobet Mining, Inc. (Exh. 10.15). 10.11 Lease Agreement between Fielden B. Nutter, Dorothy Nutter and Hobet Mining & Construction Co., Inc., an independent operating subsidiary of the Company that subsequently changed its name to Hobet Mining, Inc. (Exh. 10.22). 10.12 Lease and Modification Agreement between Horse Creek Coal Land Company, Ashland and Hobet Mining & Construction Co., Inc., an independent operating subsidiary of the Company that subsequently changed its name to Hobet Mining, Inc. (Exh. 10.24). 10.13 Lease Agreement between C. C. Lewis Heirs Limited Partnership and Allegheny Land Company, a second-tier subsidiary of the Company (Exh. 10.25). 10.14 Sublease between F. B. Nutter, Sr., et al., and Hobet Mining & Construction Co., Inc., an independent operating subsidiary of the Company that subsequently changed its name to Hobet Mining, Inc. (Exh. 10.27). 10.15 Coal Lease Agreement dated as of March 31, 1992, among Hobet Mining, Inc. (successor by merger with Dal-Tex Coal Corporation) as lessee and UAC and Phoenix Coal Corporation, as lessors, and related Company Guarantee (Exhibit 10.2 to the Company's first-tier subsidiary, Ashland Coal, Inc.'s Form 8-K dated April 6, 1992, is incorporated herein by reference). 10.16 Lease dated as of October 1, 1987, between Pocahontas Land Corporation and Mingo Logan Collieries Company whose name is now Mingo Logan Coal Company (Exhibit 10.3 to Amendment No. 1 filed with SEC on February 14, 1990, to the Company's first-tier subsidiary, Ashland Coal, Inc.'s Form 8-K filed with the SEC on February 8, 1990, is incorporated herein by reference). 10.17 Consent, Assignment of Lease and Guaranty dated January 24, 1990, among Pocahontas Land Corporation, Mingo Logan Coal Company, Mountain Gem Land, Inc. and Ashland Coal, Inc. (Exhibit 10.4 to Amendment No. 1 filed with the SEC on February 14, 1990, to the Company's first-tier subsidiary, Ashland Coal, Inc.'s Form 8-K filed with the SEC on February 8, 1990, is incorporated herein by reference). 10.18 Employment Agreement between Arch Mineral Corporation and Steven F. Leer, dated March 1, 1992 (Exhibit 10.12) 10.19 Consulting Agreement between Arch Mineral Corporation and Ronald E. Samples, effective September 1, 1992, as amended by letter agreements dated October 6, 1992, September 1, 1993, September 1, 1994, September 1, 1995, August 31, 1996 and March 30, 1997 (Exhibit 10.13) 10.20 Form of At Will Employee Retention/Severance Agreement (Exhibit 10.14) 10.21 Form of Indemnity Agreement between Arch Coal, Inc. and Indemnitee (as defined therein) (Exhibit 10.15) 10.22 Arch Coal, Inc. 1998 Incentive Compensation Plan 10.23 Arch Coal, Inc. (formerly Arch Mineral Corporation) Deferred Compensation Plan (Exhibit 10.17) 10.24 Arch Coal, Inc. Deferred Compensation Plan for Directors' Fees (Exhibit 10.18) 10.25 Arch Coal, Inc. 1997 Stock Incentive Plan (Exhibit 10.9; appears as Annex E to Appendix A to the Proxy Statement/Prospectus forming part of the Company's S-4 Registration Statement) 10.26 Arch Mineral Corporation 1996 ERISA Forfeiture Plan (Exhibit 10.20) 51 54 EXHIBIT NUMBER EXHIBIT TITLE - ------ ------------- 16 Letter of Arthur Andersen & Company LLP filed pursuant to Regulation S-K, Item 304(a)(3) 21 Subsidiaries of the Company 23.1 Consent of Independent Auditors 23.2 Consent of (Predecessor) Independent Accountants 24 Power of Attorney 27 Financial Data Schedule - -------- Incorporated by reference from the Company's Registration Statement on Form S-4 (Registration No. 333-28149) filed with the SEC on May 30, 1997. The exhibit number referred to within the parentheses corresponds to the number of such exhibit in Item 21 of such Registration Statement. Incorporated by reference from the Company's first-tier subsidiary, Ashland Coal, Inc.'s, Registration Statement on Form S-1 (Registration No. 33-22425) filed with the SEC on June 9, 1988, and Amendments No. 1, No. 2 and No. 3 filed with the SEC on July 14, 1988, August 3, 1988, and August 5, 1988, respectively, and Post-Effective Amendment No. 1 filed with the SEC on August 11, 1988. The exhibit number referred to within the parentheses corresponds to the number of such exhibit in Item 16(a) of Post-Effective Amendment No. 1 to such Registration Statement. Included with this Report.
52

      ===================================================================


Counterpart no. __ of __ serially numbered manually  executed  counterparts.  To
the extent  that this  document  constitutes  chattel  paper  under the  Uniform
Commercial  Code, no security  interest in this document may be created  through
the transfer and possession of any counterpart other than Counterpart No. 1.

                           Lease Intended as Security







                          Dated as of January 15, 1998



                                      among


                               Apogee Coal Company
                              Catenary Coal Company
                               Hobet Mining, Inc.
                                   as Lessees


                    First Security Bank, National Association
                                    as Lessor





                                       and





                     The persons listed on Schedule I hereto
                            as Certificate Purchasers

      ===================================================================













                                Table of Contents

                                                                          Page

Parties....................................................................1

Article I       Definitions................................................2


Article II      Acquisition and Lease; General Provisions.................21

    Section 2.1.  Funding; Payment of Purchase Price......................21
    Section 2.2.  Application of Funds; Sale and Lease
                  of Units................................................22
    Section 2.3.  Time and Place of Delivery Date.........................22
    Section 2.4.  Postponement of Delivery Date...........................22
    Section 2.5.  Nature of Transaction...................................23
    Section 2.6.  Replacements............................................23
    Section 2.7.  No Warranty.............................................23
    Section 2.8.  Legal and Tax Representation............................24
    Section 2.9.  Computations; Conclusive Determinations.................24

Article III     Conditions to Delivery Date...............................25

    Section 3.1.  Delivery Date Notice....................................25
    Section 3.2.  Appraisal...............................................25
    Section 3.3.  Lease...................................................26
    Section 3.4.  Trust Agreement.........................................26
    Section 3.5.  Bills of Sale...........................................26
    Section 3.6.  Acceptance Certificate..................................26
    Section 3.7.  Search Reports..........................................26
    Section 3.8.  Financing Statements....................................26
    Section 3.9.  Transaction Costs; Fees.................................26
    Section 3.10. Opinions of Counsel.....................................27
    Section 3.11. Corporate Status and Proceedings........................27
    Section 3.12. Consents and Approvals..................................28
    Section 3.13. Payment of Impositions..................................28
    Section 3.14. Insurance...............................................28
    Section 3.15. Absence of Material Adverse Effect......................28
    Section 3.16. No Casualty.............................................28
    Section 3.17. Representations and Warranties True;
                  Absence of Defaults.....................................28
    Section 3.18. Certificates............................................28
    Section 3.19. Guaranty Agreements.....................................29
    Section 3.20. Terminations and Releases...............................29
    Section 3.21. Dal-Tex Bill of Sale....................................29
    Section 3.22. Proceedings Satisfactory, Etc...........................29

Article IV      Lease Term, Rent and Payment..............................29

    Section 4.1.  Lease Term..............................................29
    Section 4.2.  Lease Renewal...........................................29
    Section 4.3.  Rent Payments...........................................29
    Section 4.4.  Place and Manner of Payment.............................29
    Section 4.5.  Net Lease...............................................30
    Section 4.6.  Overdue Amounts.........................................31
    Section 4.7.  No Termination or Abatement.............................31
    Section 4.8.  Joint and Several Liability of Lessees..................31
    Section 4.9.  Appointment of Parent Guarantor as
                  Lessees' Agent for Lessees..............................33

Article V       Possession, Assignment, Use and
                Maintenance of Units......................................33

    Section 5.1.  Possession and Use of Units;
                  Compliance with Laws....................................33
    Section 5.2.  Subleases and Assignments...............................34
    Section 5.3.  Maintenance.............................................35
    Section 5.4.  Alterations, Modifications, etc.........................36
    Section 5.5.  Liens...................................................37
    Section 5.6.  Identifying Numbers; Legend; Changes;
                  Inspection..............................................37

Article VI      Risk of Loss; Insurance...................................38

    Section 6.1.  Casualty................................................38
    Section 6.2.  Insurance Coverages.....................................40
    Section 6.3.  Insurance Certificates..................................41

Article VII     Indemnification...........................................42

    Section 7.1.  General Indemnification.................................42
    Section 7.2.  General Tax Indemnity...................................43
    Section 7.3.  Excessive Use Indemnity.................................46
    Section 7.4.  Gross Up................................................46
    Section 7.5.  Increased Capital Costs.................................46
    Section 7.6.  LIBO Rate Illegal, Unavailable or
                  Impracticable...........................................47
    Section 7.7.  Funding Losses..........................................47
    Section 7.8.  Actions of Affected Certificate
                  Purchasers..............................................48

Article VIII    Events of Default; Remedies...............................48

    Section 8.1.  Events of Default.......................................48
    Section 8.2.  Remedies................................................51
    Section 8.3.  Sale of Collateral......................................52
    Section 8.4.  Application of Proceeds.................................52
    Section 8.5.  Right to Perform Obligations............................53
    Section 8.6.  Power of Attorney.......................................53
    Section 8.7.  Remedies Cumulative; Consents...........................53

Article IX      Lessor....................................................54

    Section 9.1.  Compensation of Lessor..................................54
    Section 9.2.  Limitations.............................................54

Article X       Distributions to Certificate Purchasers...................55


Article XI      Lease Termination.........................................55

    Section 11.1. Lessees' Options........................................55
    Section 11.2. Election of Options.....................................56
    Section 11.3. Sale Option Procedures..................................56
    Section 11.4. Appraisals..............................................57
    Section 11.5. Early Termination.......................................57

Article XII     Representations and Warranties............................59

    Section 12.1. Representations and Warranties of
                  Lessees.................................................59
    Section 12.2. Representations and Warranties of
                  Certificate Purchasers..................................64
    Section 12.3. Representations and Warranties of
                  Certificate Trustee.....................................65

Article XIII    Covenants.................................................66

    Section 13.1. Covenants of Lessees....................................66
    Section 13.2. Covenants of Certificate Trustee........................69
    Section 13.3. Covenants of Certificate Purchasers.....................69

Article XIV     Assignment By Certificate Purchasers;
                Participations............................................70

    Section 14.1. Assignments.............................................70
    Section 14.2. Participations..........................................71

Article XV      Ownership and Grant of Security Interest..................71

    Section 15.1. Grant of Security Interest..............................71
    Section 15.2. Retention of Proceeds...................................72

Article XVI     Intentionally Omitted]....................................72


Article XVII    Miscellaneous.............................................72

    Section 17.1. Payment of Transaction Costs and Other
                  Costs...................................................72
    Section 17.2. Effect of Waiver........................................72
    Section 17.3. Survival of Covenants...................................73
    Section 17.4. Applicable Law..........................................73
    Section 17.5. Effect and Modification.................................73
    Section 17.6. Notices.................................................73
    Section 17.7. Consideration for Consents to Waivers
                  and Amendments..........................................73
    Section 17.8. Counterparts............................................74
    Section 17.9. Severability............................................74
    Section 17.10.Successors and Assigns..................................74
    Section 17.11.No Third-Party Beneficiaries............................74
    Section 17.12.Brokers.................................................74
    Section 17.13.Captions; Table of Contents.............................74
    Section 17.14.Schedules and Exhibits..................................74
    Section 17.15.Submission to Jurisdiction..............................74
    Section 17.16.Jury Trial..............................................75
    Section 17.17.License to Enter Land...................................75









Schedule I     List of Certificate Purchasers; Addresses for
               Payment and Other Communications to all Parties

Schedule II    A. Description of Units
               B. Rental Schedule

Schedule III   Filings and Recordings

Schedule IV    Governmental Actions

Exhibit A      Form of Bill of Sale
Exhibit B      Form of Acceptance Certificate
Exhibit C-1    Form of Opinion of Lessees' General Counsel
Exhibit C-2    Form of Opinion of Local Counsel
Exhibit C-3    Form of Opinion of Lessor's Counsel
Exhibit C-4    Form of Opinion of Certificate Purchasers' Special Counsel
Exhibit D      Form of Delivery Date Notice
Exhibit E-1    Form of Officer's Certificate
Exhibit E-2    Form of Secretary's Certificate
Exhibit E-3    Form of Guarantor's Officer's Certificate
Exhibit E-4    Form of Guarantor's Secretary's Certificate
Exhibit E-5    Form of Certificate Trustee's Officer's Certificate
Exhibit F      Form of Assumption Agreement








                           Lease Intended As Security

     This Lease Intended as Security (as amended and  supplemented  from time to
time,  this  "Lease") is entered into as of January 15, 1998 among:  Apogee Coal
Company, a Delaware corporation  ("Apogee"),  with its principal office at Pyatt
Black Top Road,  Percy,  Illinois  62272,  Catenary  Coal  Company,  a  Delaware
corporation  ("Catenary")  with its  principal  office at 5914 Cabin Creek Road,
Eskdale,   West  Virginia  25122,  and  Hobet  Mining,  Inc.,  a  West  Virginia
corporation  with its principal  office at State Route 119, South Schaffer Road,
Madison,  West Virginia 25130 ("Hobet")  (Hobet,  Apogee and Catenary are each a
"Lessee"  and   collectively,   "Lessees");   First  Security   Bank,   National
Association,  a national banking association (in its individual capacity, "First
Security"),  not in its individual  capacity  (except as specifically  set forth
herein)  but  solely in its  capacity  as  certificate  trustee  under the Trust
Agreement referred to below, as lessor ("Certificate Trustee" or "Lessor");  and
the  Persons  listed  in  Schedule  I hereto  as  certificate  purchasers  (each
individually  a  "Certificate  Purchaser"  and  collectively,  together with any
permitted successors or assigns, the "Certificate Purchasers";  provided that no
such  reference  shall be deemed to refer to any Person who is not a holder of a
Certificate at the date of determination, other than for purposes of Article VII
hereof).


                                    Recitals:

     Whereas,  on the  Delivery  Date,  Lessor,  on  behalf  of the  Certificate
Purchasers,  will  purchase  from each Lessee,  and each Lessee will transfer to
Lessor,  for the  benefit  of  Certificate  Purchasers,  the  items of  personal
property  described  on Schedule II hereto set forth  under such  Lessee's  name
(each such  item,  together  with any  replacement  Units that may be  hereafter
substituted  for any thereof and subject to this Lease from time to time,  being
referred to collectively as the "Units" and individually as a "Unit"); and

     Whereas,  upon the transfer of the Units on the Delivery Date,  Lessor,  on
behalf of the Certificate Purchasers, will lease the Units described on Schedule
II hereto set forth under each Lessee's name to such Lessee and each Lessee will
lease the Units  described  on Schedule II hereto set forth under such  Lessee's
name from Lessor, for the benefit of the Certificate Purchasers, pursuant to the
terms of this Lease, upon the terms and conditions hereinafter set forth; and

     Whereas,  each  Certificate  Purchaser shall hold an undivided  interest in
each Unit equal to such Certificate  Purchaser's  Investment  Percentage,  which
interest shall be represented  by a Certificate  registered in such  Certificate
Purchaser's name;

     Now Therefore,  in consideration of the mutual terms and conditions  herein
contained, the parties hereto agree as follows:



Arch Coal Trust No. 1998-1                        Lease Intended as Security


                                    Article I

                                   Definitions

     In this  Lease  and each  other  Operative  Document,  unless  the  context
otherwise requires:

          (a) any term  defined  below by  reference  to another  instrument  or
     document shall continue to have the meaning ascribed thereto whether or not
     such other instrument or document remains in effect;

          (b) words importing the singular include the plural and vice versa;

          (c) words importing a gender include any gender;

          (d) a  reference  to a part,  clause,  section,  article,  exhibit  or
     schedule  is a  reference  to a part,  clause,  section and article of, and
     exhibit and schedule to, such Operative Document;

          (e) a reference to any statute, regulation, proclamation, ordinance or
     law includes all statutes, regulations,  proclamations,  ordinances or laws
     amending,  supplementing,  supplanting, varying, consolidating or replacing
     them, and a reference to a statute includes all regulations,  proclamations
     and ordinances issued or otherwise applicable under that statute;

          (f) a reference to a document includes any amendment or supplement to,
     or replacement or novation of, that document;

          (g) a  reference  to a  party  to a  document  includes  that  party's
     successors and permitted assigns;

          (h) a reference to "including"  means including  without  limiting the
     generality of any  description  preceding such term and for purposes hereof
     the rule of  ejusdem  generis  shall not be  applicable  to limit a general
     statement followed by or referable to an enumeration of specific matters to
     matters similar to those specifically mentioned; and

          (i) except as  otherwise  provided  in the  Operative  Documents,  all
     computations and  determinations  as to accounting or financial matters and
     all  financial  statements  to  be  delivered  pursuant  to  the  Operative
     Documents  shall be made and prepared in  accordance  with GAAP  (including
     principles  of  consolidation  where  appropriate),  and all  accounting or
     financial  terms  shall have the  meanings  ascribed to such terms by GAAP;
     provided,  however,  that all  accounting  terms  used in Article IV of the
     Parent  Guaranty  (and all  defined  terms  used in the  definition  of any
     accounting  term used in Article IV of the Parent  Guaranty  shall have the
     meaning given to such terms (and defined  terms) under GAAP as in effect on
     the date hereof applied on a basis  consistent with those used in preparing
     the  financial  information  referred to in clause (p) of Article IV of the
     Parent Guaranty.  In the event of any change after the date hereof in GAAP,
     and if such change  would result in the  inability to determine  compliance
     with the financial covenants set forth in Article IV of the Parent Guaranty
     based upon Parent Guarantor's  regularly  prepared financial  statements by
     reason  of the  preceding  sentence,  then  the  parties  hereto  agree  to
     endeavor,  in good  faith,  to agree upon an  amendment  to this Lease that
     would adjust such financial covenants in a manner that would not affect the
     substance thereof, but would allow compliance therewith to be determined in
     accordance with Parent Guarantor's financial statements at that time.

     Further,  each of the parties to the Operative  Documents and their counsel
have  reviewed  and revised the  Operative  Documents,  or  requested  revisions
thereto,  and the usual  rule of  construction  that any  ambiguities  are to be
resolved  against the drafting  party shall be  inapplicable  in construing  and
interpreting the Operative Documents.

     "Acceptance Certificate" is defined in Section 3.5.

     "Accrual Rent" means,  with respect to each Rent Period, an amount equal to
interest  accrued on the Lease  Balance  outstanding  during  such period at the
Interest Rate.

     "Administrative  Charge"  means  an  amount  equal to the  amount,  if any,
required to compensate  each  Certificate  Purchaser for any losses  (including,
without  limitation,  any  loss,  cost or  expense  incurred  by  reason  of the
liquidation or  reemployment  of deposits or funds acquired by such  Certificate
Purchaser to fund its obligations under the Operative Documents) it may incur as
a result of (i) any Lessee's  payment of Rent other than on a Payment Date, (ii)
any Lessee's payment of the Lease Balance on any date other than a Payment Date,
or (iii) any condition described in Article VII hereof.

     "Affiliate"  as to any Person means any other Person (i) which  directly or
indirectly  controls,  is  controlled  by, or is under common  control with such
Person,  (ii)  which  beneficially  owns or holds 5% or more of any class of the
voting or other  equity  interests  of such  Person,  or (iii) 5% or more of any
class of voting  interests  or other equity  interests of which is  beneficially
owned or held, directly or indirectly,  by such Person. Control, as used in this
definition,  shall mean the possession,  directly or indirectly, of the power to
direct or cause the direction of the management or policies of a Person, whether
through the ownership of voting securities, by contract or otherwise,  including
the power to elect a majority of the directors or trustees of a  corporation  or
trust, as the case may be.

     "Applicable  Administrative  Charge" means, as of any date of determination
in respect of any event,  any  Administrative  Charge  determined  to be due and
owing in respect of such event.

     "Applicable Laws and Regulations"  means all existing and future applicable
laws (including  Environmental Laws), rules,  regulations,  statutes,  treaties,
codes,   ordinances,   permits,   certificates,   orders  and  licenses  of  and
interpretations   by,  any  Authority,   and  applicable   judgments,   decrees,
injunctions,  writs,  orders or like  action of any court,  arbitrator  or other
administrative,  judicial  or  quasi-judicial  tribunal  or agency of  competent
jurisdiction  (including those pertaining to health, safety or the environment),
to which any Lessee or any Unit is subject.

     "Applicable  Percentage"  means,  as of the end of the  Base  Term and each
Renewal Term, the percentage set forth opposite each such date on Schedule II to
this Lease.

     "Applicable Percentage Amount" means, as of any date of determination,  the
product  obtained by multiplying  the aggregate  original  Purchase Price of the
Units then subject to this Lease by the Applicable  Percentage for the period in
which such date occurs.

     "Appraisal"  means each  appraisal of the Units from an Appraiser  received
pursuant to the terms of this Lease.

     "Appraised  Value"  means,  with  respect  to any  Unit  as of any  date of
determination,  the Fair Market Value of such Unit as set forth in the Appraisal
therefor.

     "Appraiser"  means Marston & Marston,  Inc., or such other Person as may be
selected by Lessor.

     "Assumption Agreement" means an assumption agreement in the form of Exhibit
F attached  hereto or otherwise  acceptable  to Lessor  entered into pursuant to
Section 14.1.

     "Authority" means any applicable foreign, Federal, state, county, municipal
or other government or governmental, quasi-governmental or regulatory authority,
agency,  board, body,  commission,  instrumentality,  court or tribunal,  or any
political subdivision of any thereof, or arbitrator or panel of arbitrators.

     "Authorized  Trustee  Officer"  means any  officer in the  corporate  trust
administration  department  of  the  Certificate  Trustee,  including  any  Vice
President, Assistant Vice President, Secretary, Assistant Secretary or any other
officer of the Certificate Trustee customarily  performing  functions similar to
those performed by any of the above  designated  officers and also, with respect
to a particular  matter,  any officer to whom such matter is referred because of
such officer's knowledge of and familiarity with the particular subject.

     "B of A" means Bank of America National Trust & Savings Association.

     "BALCAP" is defined in Section 3.9.

     "Base  Rate"  means,  relative to any day during any Rent Period or portion
thereof  with  respect  to the  Lease  Balance,  the rate of  interest  publicly
announced  from  time  to  time by B of A in San  Francisco,  California  as its
"Reference  Rate" on such  day of such  Rent  Period,  with  any  change  in the
"Reference   Rate"  to  take  effect  on  the  day   specified  in  such  public
announcement.  The "Reference  Rate" is set by B of A based on various  factors,
including B of A's costs and desired  return,  general  economic  conditions and
other  factors,  and is used as a reference  point for pricing some loans (which
loans may be priced at, above or below the "Reference Rate").

     "Base Term" is defined in Section 4.1.

     "Basic Rent" is defined in Section 4.3.

     "Benefit  Arrangement" means at any time an "employee benefit plan," within
the  meaning  of  Section  3(3)  of  ERISA,  which  is  neither  a  Plan  nor  a
Multiemployer Plan and which is maintained,  sponsored or otherwise  contributed
to by Parent Guarantor or any ERISA Affiliate.

     "Bill of Sale" is defined in Section 3.5.

     "Board of Directors" means, with respect to a corporation, either the board
of directors or any duly authorized  committee of that board of directors which,
pursuant  to the by-laws of such  corporation,  has the same  authority  as that
board of directors as to the matter at issue.

     "Business Day" means any day on which Federal and state  chartered banks in
the  States  of  Illinois,  California,  Missouri  and  Utah  are all  open  for
commercial banking business.

     "Capital  Rent" means,  for each Payment Date during the Base Term and each
Renewal  Term,  that  portion of the  installment  of Basic Rent payable on such
Payment Date designated as Capital Rent on Schedule II.

     "Casualty"  means any of the following  events in respect of any Unit:  (a)
the  total  loss of such  Unit,  the  total  loss of use  thereof  due to theft,
disappearance,  destruction,  damage beyond repair or the rendering of such Unit
permanently  unfit for normal use for any reason  whatsoever;  (b) any damage to
such Unit which results in an insurance  settlement with respect to such Unit on
the  basis of a total  loss or a  constructive  total  loss;  (c) the  permanent
condemnation,  confiscation or seizure of, or requisition of title to or use of,
such Unit; or (d) as a result of any  Applicable  Laws and  Regulations or other
action  by any  Authority,  the use of such  Unit in the  normal  course  of any
Lessee's  business shall have been  prohibited,  directly or  indirectly,  for a
period equal to the lesser of 180 consecutive days and the remaining Lease Term.

     "Casualty  Amount" means, with respect to any Unit as of any date specified
for  payment  thereof,  a portion  of the  Lease  Balance  equal to the  product
obtained by multiplying the entire  outstanding  Lease Balance by the Unit Value
Fraction of such Unit,  plus all  Accrual  Rent  accrued on such  portion of the
Lease Balance to the date of payment, plus the Applicable  Administrative Charge
on such portion of the Lease Balance.

     "Casualty Recoveries" shall have the meaning provided in Section 6.1.

     "Certificate" is defined in Section 2.1(a) of the Trust Agreement.

     "Certificate Purchaser" is defined in the introductory paragraph.

     "Certificate  Purchaser  Amount"  means at any time of  determination,  the
aggregate  amount funded by a Certificate  Purchaser under Section 2.1 minus the
aggregate  amount  of  all  distributions  of  invested  capital   (including  a
Certificate  Purchaser's  pro rata share of Capital Rent)  actually  received by
such Certificate Purchaser.

     "Certificate Trustee" means First Security Bank, National Association,  not
in its individual  capacity (except as expressly  provided herein) but solely as
Certificate Trustee under the Trust Agreement,  and any successor or replacement
Certificate Trustee expressly permitted under the Operative Documents.

     "Claims"  means  liabilities,   obligations,   damages,   losses,  demands,
penalties,  fines,  claims,  actions,  suits,  judgments,  settlements,  utility
charges, costs, fees, expenses and disbursements (including, without limitation,
legal fees (including  allocated time charges of internal counsel)) and expenses
and  costs of  investigation  which,  in the case of  counsel  or  investigators
retained  by an  Indemnitee,  shall  be  reasonable)  of  any  kind  and  nature
whatsoever.

     "Code" means the Internal Revenue Code of 1986.

     "Collateral" means all of each of Lessee's right, title and interest in and
to each of the following,  however arising and whether now existing or hereafter
acquired or arising:

          (a) the Units  (including  all Parts thereof,  accessions  thereto and
     replacements and substitutions therefor);

          (b) the Subleases;

          (c) all contracts necessary to operate and maintain the Units;

          (d) any rights to a rebate,  offset or other  assignment,  warranty or
     service  under a purchase  order,  invoice or purchase  agreement  with any
     manufacturer of any Unit;

          (e)  all  books,  manuals,  logs,  records,   writings,   data  bases,
     information  and other  property  relating to, used or useful in connection
     with,  evidencing,  embodying,  incorporating  or referring  to, any of the
     foregoing; and

          (f) all products, accessions, rents, issues, profits, returns, income,
     investment  property and proceeds of and from any and all of the  foregoing
     Collateral  (including  proceeds  which  constitute  property  of the types
     described  in clauses (a),  (b),  (c), (d) and (e) above and, to the extent
     not  otherwise  included,  all  payments  under  insurance  (whether or not
     Certificate  Purchaser  is the  loss  payee  thereof),  or  any  indemnity,
     warranty or  guaranty,  payable by reason of loss or damage to or otherwise
     with respect to any of the foregoing Collateral).

     "Commitment"  means,  as to any  Certificate  Purchaser,  such  Certificate
Purchaser's  obligation to make amounts  available for the purchase of Units, in
an  aggregate  amount not to exceed at any one time  outstanding  the amount set
forth opposite such Certificate Purchaser's name on Schedule I.

     "Commitment Percentage" means, as to any Certificate Purchaser, at any date
of  determination,   the  percentage  of  the  aggregate   unfunded   Commitment
represented by such Certificate Purchaser's unfunded Commitment.

     "Consolidated  Capitalization"  means as of any date of determination,  for
Parent  Guarantor  and  its  Subsidiaries  as  of  such  date,   determined  and
consolidated in accordance with GAAP, the sum of (i) total stockholders' equity,
and (ii) Consolidated Debt.

     "Consolidated  Debt" means as of any date of determination the aggregate of
the  following  for  Parent  Guarantor  and its  Subsidiaries,  as of such date,
determined and  consolidated in accordance with GAAP: (i) all  indebtedness  for
borrowed money (including,  without limitation, all subordinated  indebtedness),
(ii) all amounts  raised under or liabilities in respect of any note purchase or
acceptance  credit  facility,  (iii) all  indebtedness  in  respect of any other
transaction  (including production payments (excluding  royalties),  installment
purchase agreements, forward sale or purchase agreements, capitalized leases and
conditional  sales  agreements)  having the commercial  effect of a borrowing of
money  entered  into by  such  Person  to  finance  its  operations  or  capital
requirements,  and (iv) the  amount  of all  indebtedness  (whether  matured  or
unmatured,   liquidated  or  unliquidated,   direct  or  indirect,  absolute  or
contingent,  or joint or several) in respect of all  Guarantees of  indebtedness
for borrowed money. It is expressly  agreed that the amount of the  indebtedness
in  respect  of the  Guaranty  by Parent  Guarantor  of the Port  Bond  shall be
excluded from the amount determined under clause (iv) of the previous  sentence.
Further,  it is  expressly  agreed that the  difference  between  actual  funded
indebtedness  and the fair  market  value of  funded  indebtedness  recorded  as
required  by  Accounting  Principles  Board  Opinion No. 16 (as in effect on the
Delivery  Date) will be  excluded  from  indebtedness  in the  determination  of
Consolidated Debt.

     "Consolidated  EBITDA"  for any  period of  determination  means the sum of
income from operations before the effect of changes in accounting principles and
extraordinary items, depreciation, amortization, depletion, net interest expense
and income taxes, in each case of Parent Guarantor and its Subsidiaries for such
period determined and consolidated in accordance with GAAP.

     "Consolidated  Tangible  Net Worth"  means,  (i) the total assets of Parent
Guarantor and its Subsidiaries  which would be shown as assets on a consolidated
balance sheet of Parent  Guarantor and its Subsidiaries as of such time prepared
in accordance with GAAP, after eliminating all amounts properly  attributable to
minority interests, if any, in the stock and surplus of Subsidiaries, minus (ii)
(A) the total  liabilities of Parent Guarantor and its Subsidiaries  which would
be shown as liabilities on a consolidated  balance sheet of Parent Guarantor and
its  Subsidiaries  as of such time prepared in accordance  with GAAP and (B) the
net book amount of all assets of Parent  Guarantor and its  Subsidiaries  (after
deducting any reserves  applicable  thereto)  which would be shown as intangible
assets on a consolidated  balance sheet of Parent Guarantor and its Subsidiaries
as of such time prepared in accordance with GAAP.

     "Dal-Tex Lease" means that certain  Equipment Lease dated as of January 29,
1993 among  First  Trust  National  Association,  as  successor  in  interest to
Continental Bank, National  Association,  as Trustee,  as Lessor,  Hobet Mining,
Inc.,  as successor in interest to Dal-Tex Coal  Corporation,  and Ashland Coal,
Inc.

     "Dal-Tex Security Agreement" means that certain Security Agreement dated as
of January 29, 1993 from First  Trust  National  Association,  as  successor  in
interest to  Continental  Bank,  National  Association,  as Trustee,  to Bank of
America  NT & SA, as  successor  in  interest  to  Continental  Bank,  N.A.,  as
Collateral Agent.

     "Debt/Capitalization  Ratio" means the ratio of  Consolidated  Debt (as the
numerator) to Consolidated  Capitalization (as the denominator),  expressed as a
percentage.

     "Delivery  Date"  means the actual  date on or prior to January 29, 1998 on
which the transactions contemplated in Article II are completed.

     "Delivery Date Notice" is defined in Section 3.1.

     "Employee  Benefit Plan" means an employee benefit plan (within the meaning
of Section 3(3) of ERISA,  including any multiemployer  plan (within the meaning
of Section 3(37) (A) of ERISA)), or any "plan" as defined in Section 4975(e) (1)
of the  Code  and as  interpreted  by  the  Internal  Revenue  Service  and  the
Department  of Labor in rules,  regulations,  releases or bulletins in effect at
the time of any determination  under the Operative  Documents.  The assets of an
Employee  Benefit  Plan  shall  be  determined  using  the  foregoing  criteria,
including on the date hereof the  Department of Labor plan asset  regulation (29
C.F.R. ss. 2510.3-101).

     "Environmental  Laws" means and  includes  the  Resource  Conservation  and
Recovery Act of 1976, the Comprehensive Environmental Response, Compensation and
Liability Act (CERCLA), the Hazardous Materials  Transportation Act of 1975, the
Toxic  Substances  Control  Act,  the Clean Air Act,  the  Federal  Insecticide,
Fungicide  and  Rodenticide  Act  and  all  similar  Federal,  state  and  local
environmental laws, ordinances,  rules, orders,  statutes,  decrees,  judgments,
injunctions,  codes and regulations, and any other Federal, state or local laws,
ordinances,  rules,  codes and regulations  relating to the  environment,  human
health  or  natural  resources  or the  regulation  or  control  of or  imposing
liability or standards of conduct  concerning  human  health,  the  environment,
Hazardous  Materials  or the  clean-up  or  other  remediation  of a Unit or any
facility or location at which Units are stored or serviced.

     "ERISA" means the Employee Retirement Income Security Act of 1974.

     "ERISA  Affiliate"  means each entity required to be aggregated with Parent
Guarantor pursuant to the requirement of Section 414(b) or 414(c) of the Code.

     "Eurodollar  Reserve Percentage" means the daily average for the applicable
Rent  Period  of  the  maximum  rate  at  which  reserves  (including,   without
limitation,  any  supplemental,  marginal and  emergency  reserves)  are imposed
during such Rent Period by the Board of Governors of the Federal  Reserve System
(or any  successor) on  "eurocurrency  liabilities,"  as defined in such Board's
Regulation D (or in respect of any other category of  liabilities  that includes
deposits  by  reference  to which  the  interest  rate on the Lease  Balance  is
determined  or any  category of extension of credit or other assets that include
loans by  non-United  States  offices  of B of A or the  LIBOR  Office to United
States residents), subject to any amendments of such reserve requirement by such
Board  or its  successor,  taking  into  account  any  transitional  adjustments
thereto.  For purposes of this definition,  the Lease Balance shall be deemed to
be  "eurocurrency  liabilities"  as defined in  Regulation D without  benefit or
credit for any prorations, exemptions or offsets under Regulation D.

     "Event of Default" is defined in Section 8.1.

     "Excluded Amounts" means:

          (a) all indemnity  payments and expenses to which Lessor,  Certificate
     Trustee  or  any  Certificate  Purchaser  (or  the  respective  successors,
     assigns,  agents,  officers,  directors or employees of any such Person) is
     entitled pursuant to the Operative Documents;

          (b) any amounts  payable  under any  Operative  Document to  reimburse
     Lessor,  Certificate  Trustee or any Certificate  Purchaser  (including the
     reasonable  expenses of Lessor,  Certificate  Trustee,  and any Certificate
     Purchaser  incurred in connection with any such payment) for performing any
     of the  obligations  of any Lessee under and as permitted by any  Operative
     Document;

          (c)  any  insurance  proceeds  (or  payments  with  respect  to  risks
     self-insured or policy  deductibles)  under liability  policies  payable to
     Lessor, Certificate Trustee or any Certificate Purchaser (or the respective
     successors,  assigns, agents, officers,  directors or employees of any such
     Person);

          (d) any  insurance  proceeds  under  policies  maintained  by  Lessor,
     Certificate  Trustee or any  Certificate  Purchaser  and not required to be
     maintained by Lessees under this Lease;

          (e) any amounts payable to Lessor, Certificate Trustee, First Security
     or any Certificate Purchaser pursuant to Section 3.9 or 9.1, whether or not
     such amounts are or can be characterized as Supplemental Rent; and

          (f) any  payments of  interest on payments  referred to in clauses (a)
     through (e) above.

     "Fair Market  Value"  means,  with respect to any Unit as of any date,  the
retail  price  which  a  purchaser  would  pay  to  purchase  such  Unit  in  an
arm's-length  transaction between a willing buyer and a willing seller,  neither
of them being under any  compulsion to buy or sell. In making any  determination
of Fair Market  Value,  Appraiser  may assume such Unit has been  maintained  in
accordance  with the  requirements  of this  Lease  and that such Unit is in the
condition  in which it is required to be hereunder as of the date for which such
determination  is made (unless such fair market  value is being  determined  for
purposes of Section 11.4, in which case the foregoing  assumptions  shall not be
made and Appraiser shall determine the actual condition of each Unit). Appraiser
shall use such reasonable methods of appraisal as are chosen by Lessor.

     "First  Security"  means First Security Bank,  National  Association or any
successor  financial   institution  acting  as  Certificate  Trustee  under  the
Operative Documents, in each case, in its individual capacity.

     "Funding" is defined in Section 2.1.

     "GAAP" means Generally Accepted Accounting Principles as are in effect from
time to time,  subject to the  provisions  of clause (i) of this  Article I, and
applied on a consistent basis both as to classification of items and amounts.

     "Governmental   Action"  means  all  applicable  permits,   authorizations,
registrations,  consents,  approvals,  waivers,  exceptions,  variances, orders,
judgments, decrees, licenses, exemptions,  publications, filings, notices to and
declarations  of or with,  or  required  by, any  Authority,  or required by any
Applicable Laws and Regulations.

     "Guaranty"  of  any  Person  shall  mean  any  obligation  of  such  Person
guaranteeing or in effect  guaranteeing any liability or obligation of any other
Person  in any  manner,  whether  directly  or  indirectly,  including  any such
liability arising by virtue of partnership  agreements,  including any agreement
to indemnify or hold harmless any other Person,  any  performance  bond or other
suretyship  arrangement  and any other form of assurance  against  loss,  except
endorsement of negotiable or other  instruments for deposit or collection in the
ordinary course of business.

     "Hazardous Material" means petroleum and petroleum products,  byproducts or
breakdown products, radioactive materials,  asbestos-containing materials, radon
gas and any hazardous or solid waste, hazardous substance or chemical substance,
as such terms are defined under the Resource  Conservation  and Recovery Act (42
U.S.C.  Sections  4901  et  seq.),  the  Comprehensive  Environmental  Response,
Compensation  and  Liability Act (42 U.S.C.  Sections  9601 et seq.),  the Toxic
Substances  Control Act (15 U.S.C.  Sections  2601 et seq.) or any similar state
law.

     "Incipient Default" means any condition, event or act, which with notice or
lapse of time or both, would become an Event of Default.

     "Indebtedness"   means,  as  to  any  Person  at  any  time,  any  and  all
indebtedness,   obligations  or  liabilities   (whether  matured  or  unmatured,
liquidated or unliquidated, direct or indirect, absolute or contingent, or joint
or  several)  of such  Person for or in respect  of: (i)  borrowed  money,  (ii)
amounts  raised  under  or  liabilities  in  respect  of any  note  purchase  or
acceptance  credit  facility,  (iii)  reimbursement  obligations  (contingent or
otherwise)  under any letter of credit,  currency swap agreement,  interest rate
swap, cap,  collar or floor agreement or other interest rate management  device,
(iv) any other transaction (including production payments (excluding royalties),
installment   purchase   agreements,   forward  sale  or  purchase   agreements,
capitalized  leases and  conditional  sales  agreements)  having the  commercial
effect of a  borrowing  of money  entered  into by such  Person to  finance  its
operations or capital requirements (but not including trade payables and accrued
expenses  incurred in the ordinary  course of business which are not represented
by a promissory  note or other evidence of  indebtedness  and which are not more
than thirty (30) days past due), or (v) any Guaranty of any such Indebtedness.

     "Indemnitee" means each Certificate Purchaser, Lessor, Certificate Trustee,
First Security and their respective Affiliates,  successors,  permitted assigns,
permitted transferees,  invitees,  contractors,  servants, employees,  officers,
directors,  shareholders,  partners,  participants,  representatives and agents;
provided, however, that in no event shall any Lessee be an Indemnitee.

     "Insurance  Requirements"  means all terms and  conditions of any insurance
policy  required by this Lease to be  maintained  or caused to be  maintained by
Lessees, and all requirements of the issuer of any such policy.

     "Interest Rate" means,  with respect to any Rent Period or portion thereof,
the rate per annum  equal to the sum of (a)  unless,  per the  terms of  Section
2.9(c) or Section 7.6 hereof,  the Base Rate is in effect,  the LIBO Rate or (b)
if the Base Rate is in effect, the Base Rate, in each case, for such Rent Period
plus the number of basis  points set forth  below  opposite  Parent  Guarantor's
Debt/Capitalization  Ratio as of the most recently ended fiscal quarter reported
prior to the commencement of such Rent Period:

                      Ratio                    Basis Points
            Equal to or less than 30%               20
            Greater than 30% to 35%                 22.5
            Greater than 35% to 40%                 25
            Greater than 40% to 45%                 30
            Greater than 45% to 50%                 37.5
            Greater than 50% to 55%                 45
            Greater than 55%                        65

     "Internal  Revenue  Code" means the Internal  Revenue Code of 1986,  as the
same may be amended or supplemented from time to time, and any successor statute
of similar  import,  and the rules and regulations  thereunder,  as from time to
time in effect.

     "Investments"  means  collectively all of the following with respect to any
Person: (i) investments or contributions by any of any Lessee,  Parent Guarantor
or any Subsidiary  Guarantor or their Subsidiaries  directly or indirectly in or
to the capital of or other payments to (except in connection  with  transactions
for the sale of goods or  services  for fair  value in the  ordinary  course  of
business) such Person, (ii) loans by any of any Lessee,  Parent Guarantor or any
Subsidiary  Guarantor or their Subsidiaries to such Person,  (iii) guaranties by
any  Lessee,  Parent  Guarantor  or any  Subsidiary  Guarantor  or any of  their
Subsidiaries  directly or indirectly of the obligations of such Person,  or (iv)
other obligations,  contingent or otherwise,  of any Lessee, Parent Guarantor or
any Subsidiary  Guarantor or any of their  Subsidiaries to or for the benefit of
such Person. If the nature of an Investment is tangible property then the amount
of such Investment shall be determined by valuing such property at fair value in
accordance  with the past  practice of such  Lessee,  Parent  Guarantor  or such
Subsidiary Guarantor, as applicable,  and such fair values shall be satisfactory
to Lessor, in its sole discretion.

     "Investment  Percentage"  means,  as to  any  Certificate  Purchaser,  at a
particular  time, the percentage of the outstanding  Lease Balances at such time
represented by such Certificate Purchaser's Certificate.

     "Lease" is defined in the introductory paragraph.

     "Lease  Balance"  means,  as of any date of  determination,  the  aggregate
Purchase Price less all payments of Capital Rent and payments  thereof  pursuant
to Sections 6.1, 8.2 and 11.5 theretofore paid by Lessees.

     "Lease Term" is defined in Section 4.1.

     "Lessee" or "Lessees" is defined in the introductory paragraph.

     "Lessees' Agent" means Parent Guarantor.

     "Lessor" is defined in the introductory paragraph of this Lease.

     "Lessor Liens" means Liens on or against any Unit (a) which result from any
act of, or any Claim against, Certificate Trustee (in its individual capacity or
as Certificate Trustee or both),  Lessor or any Certificate  Purchaser unrelated
to the transactions  contemplated by the Operative Documents or (b) which result
from any Tax owed by any such  Person,  except  any Tax for  which  Lessees  are
obligated to indemnify.

     "LIBO Rate"  means,  relative to any Rent Period with  respect to the Lease
Balance,  the rate per annum equal to the quotient  obtained by dividing (i) the
rate per annum at which deposits in United States Dollars appear on the Telerate
page 3750 (or any  successor  page) at or about  11:00 a.m.  London time two (2)
Business  Days prior to the  beginning  of such Rent Period for  delivery on the
first  day of such Rent  Period,  and in an  amount  approximately  equal to the
amount of the Lease  Balance and for a period  approximately  equal to such Rent
Period,  by  (ii) a  percentage  equal  to 100%  minus  the  Eurodollar  Reserve
Percentage.

     "LIBOR Office" means B of A's London,  England branch, or such other office
of B of A as designated  from time to time by notice from Lessor to  Certificate
Purchasers,  whether or not outside the United  States,  which shall be used for
purposes of establishing LIBO Rates hereunder.

     "Lien"  means  any lien,  mortgage,  deed of  trust,  encumbrance,  pledge,
charge, lease, easement,  servitude, right of others or security interest of any
kind,  including any thereof arising under any  conditional  sale or other title
retention agreement.

     "Loan Documents" means the Revolving  Credit Facility,  the  Administrative
Agent's  Letter (as defined in the  Revolving  Credit  Facility),  the  Guaranty
Agreement  (as  defined  in  the  Revolving   Credit  Facility)  and  any  other
instruments, certificates or documents delivered or contemplated to be delivered
thereunder or in connection therewith.

     "Major  Unit" means each  shovel,  dragline  and any Unit with an Appraised
Value in excess of $2,000,000.

     "Material  Adverse Effect" means any set of  circumstances  or events which
(a) has or could  reasonably  be expected to have any  material  adverse  effect
whatsoever  upon the  validity  or  enforceability  of this  Lease or any  other
Operative  Document,  (b) is or could  reasonably  be expected to be  materially
adverse  to the  business,  financial  condition  or results  of  operations  of
Lessees,  Parent  Guarantor  and  Subsidiary  Guarantors  taken as a whole,  (c)
impairs  materially  or could  reasonably be expected to impair  materially  the
ability of Lessees,  Parent Guarantor and Subsidiary Guarantors taken as a whole
to  duly  and  punctually  pay or  perform  their  Obligations,  or (d)  impairs
materially or could  reasonably be expected to impair  materially the ability of
Lessor or any Certificate Purchaser,  to the extent permitted,  to enforce their
legal remedies pursuant to this Lease or any other Operative Document.

     "Multiemployer  Plan" has the meaning  assigned to the term  "multiemployer
plan" in Section 3(37) of ERISA.

     "Multiple  Employer  Plan" means a Plan which has two or more  contributing
sponsors  (including  Parent Guarantor or any of its ERISA  Affiliates) at least
two of whom  are not  under  common  control,  as  such a plan is  described  in
Sections 4063 and 4064 of ERISA.

     "Obligation"  means any  obligation  or  liability  of any  Lessee,  Parent
Guarantor or any Subsidiary  Guarantor to Lessor or any  Certificate  Purchaser,
howsoever created, arising or evidenced, whether direct or indirect, absolute or
contingent,  now or  hereafter  existing,  or due or to become due,  under or in
connection with this Lease or any other Operative Document.

     "Officer's  Certificate"  of a  Person  means  a  certificate  signed  by a
Responsible Officer of such Person.

     "Operative Documents" means this Lease (including all Annexes, Exhibits and
Schedules hereto), the Parent Guaranty,  the Subsidiary  Guaranty,  the Bills of
Sale, the Certificates, the Acceptance Certificate, the Delivery Date Notice and
any Assumption Agreement.

     "Parent Guarantor" means Arch Coal, Inc., a Delaware corporation.

     "Parent  Guaranty"  means that certain  Guaranty and  Suretyship  Agreement
dated as of January 15, 1998 by Parent  Guarantor  for the benefit of Lessor and
Certificate Purchasers.

     "Part" is defined in Section 5.4.

     "Payment Date" means the last day of each Rent Period.

     "Payment  Default"  means an event  described  in Section  8.1(a)  (without
giving effect to any grace periods).

     "PBGC"  means  the  Pension  Benefit  Guaranty  Corporation  or any  entity
succeeding to any or all of its functions under ERISA.

     "Pension Plan" means,  with respect to any Person, a "pension plan" as such
term is defined in section  3(2) of ERISA  which is subject to Title IV of ERISA
and to which  such  Person  may  have any  liability  or  contingent  liability,
including,  but not limited to, liability by reason of having been a substantial
employer  within the  meaning of  section  4063 of ERISA at any time  during the
preceding five years, or by reason or being deemed to be a contributing  sponsor
under section 4069 of ERISA.

     "Permitted  Contest"  means  actions  taken by a Person to  contest in good
faith, by appropriate  proceedings  initiated timely and diligently  prosecuted,
the legality,  validity or  applicability to any Unit or any interest therein of
any Person of: (a) any law, regulation,  rule,  judgment,  order, or other legal
provision or judicial or administrative requirements;  (b) any term or condition
of, or any  revocation  or amendment  of, or other  proceeding  relating to, any
authorization  or other consent,  approval or other action by any Authority;  or
(c) any  Lien or Tax;  provided  that the  initiation  and  prosecution  of such
contest  would  not:  (i)  result in, or  materially  increase  the risk of, the
imposition of any criminal  liability on any  Indemnitee;  (ii)  materially  and
adversely  affect the Liens  created by the  Operative  Documents  or the right,
title or interest  of Lessor or any  Certificate  Purchaser  in or to any of the
Units or the right of Lessor or any Certificate  Purchaser to receive payment of
all or any portion of any payment of Rent, Lease Balance,  Administrative Charge
or any other amount payable under the Operative Documents; (iii) permit, or pose
a material risk of, the sale or forfeiture  of, or  foreclosure  on, any Unit or
(iv) materially and adversely affect the fair market value, utility or remaining
useful  life of any  Unit or any  interest  therein  or the  continued  economic
operation  thereof;  and provided further that in any event adequate reserves in
accordance with GAAP are maintained  against any adverse  determination  of such
contest.

     "Permitted Encumbrances" means:

          (i) Liens for taxes, assessments,  or similar charges, incurred in the
     ordinary course of business and which are not yet due and payable;

          (ii) Pledges or deposits  made in the  ordinary  course of business to
     secure payment of reclamation  liabilities,  worker's  compensation,  or to
     participate  in  any  fund  in  connection   with  worker's   compensation,
     unemployment insurance, old-age pensions or other social security programs;

          (iii) Liens of  mechanics,  materialmen,  warehousemen,  carriers,  or
     other like Liens,  securing  obligations incurred in the ordinary course of
     business  that are not yet due and payable and Liens of landlords  securing
     obligations  to pay lease  payments  that are not yet due and payable or in
     default;

          (iv)  Good-faith  pledges or deposits  made in the ordinary  course of
     business to secure performance of bids, tenders,  contracts (other than for
     the repayment of borrowed money) or leases,  not in excess of the aggregate
     amount  due  thereunder,  or to secure  statutory  obligations,  or surety,
     appeal,  indemnity,  performance  or other  similar  bonds  required in the
     ordinary course of business (it being understood that any appeal or similar
     bond  (other than such a bond  required  pursuant  to  Applicable  Laws and
     Regulations   to  secure  in  the  ordinary   course  payment  of  worker's
     compensation or reclamation liabilities) in an amount exceeding $50,000,000
     shall not be in the ordinary course of business);

          (v) Encumbrances consisting of zoning restrictions, easements or other
     restrictions on the use of real property,  none of which materially impairs
     the use of such  property  or the  value  thereof,  and  none of  which  is
     violated in any material respect by existing or proposed structures or land
     use;

          (vi)  Liens on  property  leased  by  Parent  Guarantor  or any of its
     Subsidiaries  under  capital or operating  leases (in either  case,  as the
     nature of such  lease is  determined  in  accordance  with  GAAP)  securing
     obligations of Parent Guarantor or such Subsidiary to the lessor under such
     leases;

          (vii) Purchase Money Security Interests; and

          (viii) The  following,  (A) if the validity or amount thereof is being
     contested in good faith by appropriate  and lawful  proceedings  diligently
     conducted  so long as levy and  execution  thereon  have  been  stayed  and
     continue  to be  stayed  or (B) if a final  judgment  is  entered  and such
     judgment is discharged within thirty (30) days of entry, and they do not in
     the aggregate materially impair the ability of any Lessee, Parent Guarantor
     or any Subsidiary  Guarantor to perform its Obligations  hereunder or under
     the Operative Documents:

               (1) Claims or Liens for  taxes,  assessments  or charges  due and
          payable and subject to interest or penalty, provided that such Lessee,
          Parent Guarantor or such Subsidiary  Guarantor maintains such reserves
          or other appropriate  provisions as shall be required by GAAP and pays
          all such taxes, assessments or charges forthwith upon the commencement
          of proceedings to foreclose any such Lien;

               (2) Claims,  Liens or encumbrances upon, and defects of title to,
          real or personal  property,  including  any  attachment of personal or
          real  property  or other  legal  process  prior to  adjudication  of a
          dispute on the merits;

               (3)  Claims  or Liens of  mechanics,  materialmen,  warehousemen,
          carriers, or other statutory nonconsensual Liens; or

               (4) Liens resulting from judgments or orders described in Section
          8.1(j);

      provided,  however,  that no such  Permitted  Encumbrance  shall attach or
      extend to any Collateral.

     "Permitted  Investments"  shall mean (a) direct  obligations  of the United
States of America  and  agencies  thereof for which the full faith and credit of
the United States is pledged,  (b)  obligations  fully  guaranteed by the United
States  of  America,   (c)  certificates  of  deposit  issued  by,  or  bankers'
acceptances  of, or time  deposits  with,  any bank,  trust  company or national
banking association  incorporated or doing business under the laws of the United
States of America or one of the  States  thereof  having  combined  capital  and
surplus  and  retained  earnings  of  at  least   $500,000,000   (including  the
Certificate Trustee if such conditions are met), (d) repurchase  agreements with
any  financial  institution  having a combined  capital  and surplus of at least
$650,000,000  fully  collateralized  by  obligations  of the type  described  in
clauses  (a) and (c) above and (e) any money  market  fund  investing  solely in
investments  of the type  described in clause (a), (b) or (c) above (which shall
not include any hedge, future or other contract relating thereto); provided that
if all of the  above  investments  are  unavailable,  the  entire  amount  to be
invested may be used to purchase  Federal funds from an entity  described in (c)
above; and provided further that no investment shall be eligible as a "Permitted
Investment" unless the final maturity or date of return of such investment is 91
days or less from the date of purchase thereof.

     "Permitted  Liens"  means  (i)  any  rights  in  favor  of  Lessor  and the
Certificate  Purchasers pursuant to this Lease or any other Operative Documents;
(ii) materialmen's,  mechanics', workers', artisan's, repairmen's, employees' or
other like Liens securing payment of the price of goods or services  rendered in
the ordinary  course of business for amounts the payment of which is not overdue
or is being contested  pursuant to a Permitted  Contest;  (iii) any Lessor Lien;
(iv) Liens for current  Taxes which are not  delinquent or the validity of which
is being  contested  pursuant to a Permitted  Contest and (v) statutory Liens of
landlords  securing  obligations  to pay lease payments that are not yet due and
payable or in default.

     "Person"  means an  individual,  corporation,  partnership,  joint venture,
association,    joint-stock   company,   trust,   limited   liability   company,
unincorporated organization or Authority.

     "Plan"  means at any time an employee  pension  benefit  plan  (including a
Multiple Employer Plan, but not a Multiemployer  Plan) which is covered by Title
IV of ERISA or is subject to the minimum funding  standards under Section 412 of
the Internal  Revenue Code and either (i) is maintained  by any ERISA  Affiliate
for  employees  of any  ERISA  Affiliate  or (ii)  has at any  time  within  the
preceding  five years been  maintained  by any entity  which was at such time an
ERISA  Affiliate  for  employees  of any entity  which was at such time an ERISA
Affiliate.

     "Port  Bond"  means  collectively,  those  certain  Coal  Terminal  Revenue
Refunding Bonds (Dominion Terminal Associates Project),  Series 1987-A, B, C and
D Bonds issued by Peninsula Ports Authority of Virginia, a political subdivision
of the  Commonwealth of Virginia,  in the face amount of  $89,600,000,  together
with any renewals  thereof or  replacements  therefor so long as the face amount
thereof is not in excess of $89,600,000.

     "Private  Placement  Agreement"  means  that  certain  Note  Agreement  for
$50,000,000 of 7.79% Senior Notes of Arch Mineral  Corporation,  due January 31,
2003, as amended.

     "Proceeds" is defined in Section 11.1(c).

     "Prohibited  Transaction" means a transaction that is prohibited under Code
Section  4975 or ERISA  Section 406 and not exempt  under Code  Section  4975 or
ERISA Section 408.

     "Purchase Money Security  Interest" shall mean Liens upon tangible personal
property  securing  loans to  Parent  Guarantor  or any of its  Subsidiaries  or
deferred  payments by Parent  Guarantor or such  Subsidiary  for the purchase of
such tangible personal property.

     "Purchase Option" is defined in Section 11.1(b).

     "Purchase  Option Exercise  Amount" means as of any date of  determination,
the sum of (a) the  Lease  Balance  as of the  date of  purchase,  plus  (b) all
accrued but unpaid Rent, plus (c) the Applicable  Administrative Charge, if any,
plus (d) all other sums then due and payable  under the  Operative  Documents by
Lessees or any of their Affiliates.

     "Purchase Price" for a Unit means the Appraised Value of such Unit, and the
aggregate Purchase Price of all Units shall be the aggregate  Appraised Value of
the Units, not to exceed the Aggregate Commitment Amount.

     "Recourse  Deficiency  Amount"  means,  with respect to the exercise of the
Sale Option,  the difference  between (X) the Purchase Option Exercise Amount at
the last day of any  Renewal  Term in which such Sale Option was elected and (Y)
the product obtained by multiplying 15% by the Appraised Value of all Units then
subject to this Lease as of the first day of the Renewal  Term in which the Sale
Option was elected.

     "Regulated  Activity"  means  the  use,  Release,  generation,   treatment,
storage,  recycling,  transportation  or disposal of  Hazardous  Material to the
extent such activities are regulated by any Authority.

     "Release"  means the release,  deposit,  disposal or leak of any  Hazardous
Material  into or upon or under any land or water or air, or otherwise  into the
environment,  including,  without  limitation,  by  means of  burial,  disposal,
discharge,  emission, injection,  spillage, leakage, seepage, leaching, dumping,
pumping, pouring, escaping, emptying, placement and the like.

     "Renewal Term" is defined in Section 4.2.

     "Rent" means Basic Rent and Supplemental Rent, collectively.

     "Rent Period"  means,  (i) for the Base Term or any Renewal Term the period
beginning  on the first day of the Base Term and ending on (but  excluding)  (A)
with respect to the first Rent Period,  the date which occurs three months after
the third  Business Day following the Delivery Date and (B) with respect to each
other Rent Period,  each consecutive  three-month period  thereafter,  with each
such  period  ending on the date which  numerically  corresponds  to the date on
which such period  commenced;  provided,  however,  that (a) if such Rent Period
would  otherwise end on a day which is not a Business Day, then such Rent Period
shall be  extended  to the next  following  Business  Day,  unless  (solely  for
purposes of determining Rent Periods in connection with calculating Accrual Rent
on a LIBO Rate basis) the effect of such  extension  would be to carry such Rent
Period into another  calendar month, in which case such Rent Period shall end on
the Business Day immediately  preceding such numerically  corresponding day, and
(b) no Rent Period may end later than the last day of the Lease Term.

     "Reportable  Event" means a "reportable event" described in Section 4043 of
ERISA and the  regulations  thereunder  with respect to a Plan or  Multiemployer
Plan.

     "Required   Certificate   Purchasers"   means,   as  of  the  date  of  the
determination,  holders of  Certificates  representing  at least 51% of the then
outstanding Lease Balance.

     "Responsible  Officer"  means the Chairman or Vice Chairman of the Board of
Directors, the Chairman or Vice Chairman of the Executive Committee of the Board
of Directors, the President, any Senior Vice President, Executive Vice President
or the Treasurer.

     "Revolving Credit Facility" means that certain Credit Agreement dated as of
July 1, 1997 by and among PNC Bank, National Association,  as administrative and
syndication  agent,  Morgan Guaranty Trust Company of New York, as documentation
and syndication agent and the banks party thereto, as such agreement is amended,
modified,  restated,  replaced or  refinanced  from time to time,  including any
similar  successor  agreement  or  agreements  or  arrangement  or  arrangements
providing for revolving or working capital indebtedness, whether or not secured;
provided that if B of A is no longer a lender  thereunder,  the term  "Revolving
Credit  Facility"  shall be  deemed to refer to the last  such  agreement[s]  or
arrangement[s]  to have been in effect,  exclusive  of any  modification  to the
terms of such agreements or arrangements  that were made in contemplation of the
termination of such facility.

     "Sale Option" is defined in Section 11.1(c).

     "Sale Recourse Amount" is defined in Section 11.1(c).

     "SEC" means the United States Securities and Exchange Commission.

     "Securities Act" means the Securities Act of 1933, as amended.

     "Significant  Subsidiary"  means any  Subsidiary  (other  than a Lessee) of
Parent  Guarantor which at any time (i) has gross revenues equal to or in excess
of  five  percent  (5%)  of the  gross  revenues  of  Parent  Guarantor  and its
Subsidiaries  on a consolidated  basis,  or (ii) has total assets equal to or in
excess of five  percent  (5%) of the total  assets of Parent  Guarantor  and its
Subsidiaries,  in either case, as determined and consolidated in accordance with
GAAP.

     "Sublease" is defined in Section 5.2.

     "Subsidiary"  of any Person at any time means (i) any  corporation or trust
of which 50% or more (by number of shares or number of votes) of the outstanding
capital stock or shares of beneficial interest normally entitled to vote for the
election of one or more  directors or trustees  (regardless  of any  contingency
which does or may  suspend  or dilute  the voting  rights) is at such time owned
directly  or  indirectly  by  such  Person  or  one or  more  of  such  Person's
Subsidiaries,  (ii) any partnership of which such Person is a general partner or
of which 50% or more of the  partnership  interests  is at the time  directly or
indirectly  owned by such Person or one or more of such  Person's  Subsidiaries,
(iii) any limited liability company of which such Person is a member or of which
50% or more of the limited  liability  company interests is at the time directly
or indirectly owned by such Person or one or more of such Person's  Subsidiaries
or (iv) any corporation, trust, partnership,  limited liability company or other
entity which is controlled or capable of being  controlled by such Person or one
or more of such Person's Subsidiaries.

     "Subsidiary  Guarantors"  means  Allegheny  Land  Company,  Arch Coal Sales
Company,  Inc., Ark Land Company,  Cumberland River Coal Company and Mingo Logan
Coal  Company  and each other  Person  that joins the  Subsidiary  Guaranty as a
Subsidiary Guarantor.

     "Subsidiary  Guaranty" means that certain Guaranty and Suretyship Agreement
dated as of January 15, 1998 made by the  Subsidiary  Guarantors for the benefit
of Lessor and Certificate Purchasers.

     "Supplemental Rent" means any and all amounts,  liabilities and obligations
other than Basic Rent which Lessees  assume or agree or are otherwise  obligated
to pay  under  this  Lease  or any  other  Operative  Document  (whether  or not
designated as Supplemental  Rent) to Lessor,  any  Certificate  Purchaser or any
other Person, including, without limitation, any Administrative Charge, the Sale
Recourse   Amount,   indemnities  and  damages  for  breach  of  any  covenants,
representations, warranties or agreements.

     "Taxes" and "Tax" means any and all fees  (including,  without  limitation,
documentation,  recording,  license and registration  fees),  taxes  (including,
without  limitation,  income  (whether  net,  gross or  adjusted  gross),  gross
receipts, sales, rental, use, turnover, value-added,  property, excise and stamp
taxes), levies,  imposts,  duties,  charges,  assessments or withholdings of any
nature  whatsoever,  together with any penalties,  fines or interest  thereon or
additions thereto.

     "Termination  Date" means the date on which the Lease Term  (including  any
Renewal Term) ends  pursuant to (a) Article VIII in connection  with an Event of
Default,  or (b) Section 11.5 in connection  with an early  termination,  or (c)
Section 11.1 in  connection  with the  exercise of the  Purchase  Option or Sale
Option.

     "Transaction Costs" means

          (i) the  reasonable  fees and  expenses  of Chapman and Cutler and any
     local or special  counsel  incurred  in  connection  with the  negotiation,
     execution  and  delivery of the term sheet,  the  commitment  letters,  the
     Operative  Documents,  and the transactions  contemplated  thereby incurred
     through the Delivery Date (subject to the provisions of Section 3.9);

          (ii) the allocated reasonable internal counsel fees of B of A incurred
     in connection with the Operative Documents;

          (iii) the fees and expenses of the Appraiser and insurance consultant;

          (iv) the fees, costs and expenses of Lessor; and

          (v) all costs of searching and  perfecting a first  priority  security
     interest in the Units.

     "Trust  Agreement"  means the Trust Agreement dated as of January 15, 1998,
among the Certificate Purchasers and the First Security.

     "Trust Estate" means all estate, right, title and interest of Lessor in, to
and  under  the  Trust  Agreement,  the  Lease  and all of the  other  Operative
Documents  and in and to the  Units,  including  (a)  all  amounts  (other  than
Excluded  Amounts) of Rent and other  payments  due or to become due of any kind
under any  Operative  Document  or for or with  respect  to the Units or payable
under any of the  foregoing,  (b) any or all  payments or  proceeds  received by
Lessor  after the  termination  of this Lease  with  respect to the Units as the
result of the sale, lease or other disposition  thereof, and (c) proceeds of the
investments  in the  Certificates,  together with any other moneys,  proceeds or
property received by Lessor under or in connection with the Operative Documents.

     "UCC" means the Uniform Commercial Code of Illinois or any other applicable
jurisdiction.

     "Units" is defined in the Recitals.

     "Unit  Value  Fraction"  means,  with  respect  to  any  Unit,  a  fraction
determined as of any Payment Date the  numerator of which is the Purchase  Price
for such Unit and the  denominator  of which is the aggregate  Purchase Price of
all Units then subject to this Lease, including such Unit.

     "Welfare Plan" means,  with respect to any Person, a "welfare plan" as such
term is  defined  in  section  3(1) of ERISA to which  such  Person or any ERISA
Affiliate to such Person may have any liability or contingent liability.


                                   Article II

                    Acquisition and Lease; General Provisions

     Section 2.1.  Funding;  Payment of Purchase Price. (a) Subject to the terms
and conditions hereinafter set forth, and in reliance on the representations and
warranties  contained  herein  or made  pursuant  hereto,  upon  receipt  of the
Delivery Date Notice, each Certificate Purchaser shall transfer to Lessor on the
specified Delivery Date an amount equal to the product of the aggregate Purchase
Price of the Units  specified in the Delivery  Date Notice,  multiplied  by such
Certificate Purchaser's Commitment Percentage (each such transfer being referred
to herein  as a  "Funding").  In no event  shall any  Certificate  Purchaser  be
required to provide funds under this Lease in an aggregate amount exceeding such
Certificate Purchaser's Commitment.

     (b)  Remittances  pursuant to this Section 2.1 shall be made in immediately
available funds by wire transfer to the account of Lessor set forth below (or to
such other  account as specified by Lessor to each  Certificate  Purchaser  from
time to time  not  less  than  three  Business  Days  prior  to the  date of the
requested  Funding) and must be received by Lessor by 11:00 a.m.,  Chicago time,
on the specified Delivery Date:

      Bank:     First Security Bank, National Association

      ABA Routing #: 124-0000-12

      Account #:051-0922115
           Payee:         First Security Bank, N.A.
           Notify:        DeAnn Madsen (801) 246-5809

      Reference: Arch Coal Acct. No. 33833

     Section 2.2. Application of Funds; Sale and Lease of Units. On the Delivery
Date,  upon (a) receipt by Lessor of all  amounts to be paid by the  Certificate
Purchasers  pursuant to Section 2.1, and (b)  satisfaction  or waiver of each of
the  conditions  set forth in Article III, (i) Lessor  shall  purchase,  for the
benefit of the Certificate Purchasers, from each Lessee the Units to be acquired
on the Delivery Date from such Lessee,  as specified in the Delivery Date Notice
delivered  pursuant to Section 3.1, (ii) in consideration  therefor,  Lessor, on
behalf of the Certificate  Purchasers,  shall pay, from the funds made available
by the  Certificate  Purchasers  pursuant to Section 2.1, an amount equal to the
aggregate Purchase Price of the Units being so sold and purchased in immediately
available  funds  remitted by wire  transfer in the amounts and to the  accounts
specified  in the  Delivery  Date  Notice,  and (iii)  Lessor,  on behalf of the
Certificate  Purchasers,  shall  lease to each  Lessee the Units to be leased to
such  Lessee set forth on  Schedule  II so  purchased  by Lessor and each Lessee
shall  accept  delivery of and lease from Lessor such Units to be leased by such
Lessee  pursuant  to  this  Lease.  Each  Certificate  Purchaser  shall  hold an
undivided interest in each Unit equal to such Certificate Purchaser's Investment
Percentage.

     Section 2.3. Time and Place of Delivery  Date. The Delivery Date shall take
place on the Delivery Date set forth in the Delivery Date Notice,  commencing at
9:00 a.m., Chicago time, at Chapman and Cutler, 111 West Monroe Street, Chicago,
Illinois 60603, subject to the following:

          (i) the Funding and Delivery  Date shall occur on a Business Day on or
     after the date  hereof  and not  later  than  January  29,  1998,  it being
     understood  that  there  may be a Funding  without  the  consummation  of a
     Delivery  Date if Lessees  have  postponed  the Delivery  Date  pursuant to
     Section 2.4, so long as the Delivery Date occurs not later than January 29,
     1998; and

          (ii)  in  no  event  shall  the  aggregate   amount  advanced  by  the
     Certificate Purchasers exceed the total Commitment, nor shall the aggregate
     amount  advanced  by any  Certificate  Purchaser  exceed  such  Certificate
     Purchaser's Commitment.

     Section  2.4.  Postponement  of  Delivery  Date.  In  the  event  that  the
Certificate Purchasers shall make the Funding requested pursuant to the Delivery
Date Notice and the Delivery  Date shall not have been  consummated  on the date
specified in such  Delivery Date Notice,  Lessees  shall pay to Lessor,  for the
benefit of the  Certificate  Purchasers,  interest on the amount  funded by each
Certificate  Purchaser  at the  Interest  Rate,  less  any  interest  earned  by
investing such funded  amounts,  which interest shall be for the ratable benefit
of the  Certificate  Purchasers;  provided  that  this  provision  shall  not be
construed to require Lessor to invest such funds in  interest-bearing  accounts.
Such interest shall be due and payable by Lessees upon the  consummation  of the
Delivery  Date and such payment shall be an  additional  condition  precedent to
such Delivery Date; provided,  however,  that no additional Delivery Date Notice
shall be required to be given if such Delivery Date is postponed and  thereafter
consummated;  and provided,  further,  that if such Delivery Date shall not have
occurred by the first to occur of (a) the fifth (5th) Business Day following the
Funding in respect  thereof  and (b) January 29,  1998,  then all such  interest
shall  be due  and  payable  on such  date,  and  Lessor  shall  refund  to each
Certificate Purchaser all amounts funded by such Certificate Purchaser, plus any
amounts due pursuant to Section 7.7.

     Section 2.5. Nature of  Transaction.  It is the intent of the parties that:
(a) the  transaction  contemplated  hereby  constitutes an operating  lease from
Lessor to Lessees for purposes of each  Lessee's  financial  reporting,  (b) the
transaction  contemplated hereby preserves ownership in the Units to Lessees for
all other purposes  including  Federal and state income tax,  bankruptcy and UCC
and state commercial law purposes, (c) this Lease grants a Lien in the Units and
the other Collateral to Lessor,  for the benefit of the Certificate  Purchasers,
and (d) the obligations of Lessees to pay Capital Rent and Accrual Rent shall be
treated  as  payments  of  principal  and  interest,  respectively.   Except  as
specifically  provided for herein,  Lessor,  for the benefit of the  Certificate
Purchasers,  shall retain title to the Units,  free and clear of all Liens other
than  Permitted  Liens,  as security for the  obligations  of Lessees  under the
Operative Documents.  Lessees shall not have any right, title or interest in the
Units except as expressly  set forth in this Lease.  Each of the parties to this
Lease  agrees that it will not, nor will any Person  controlled  by it, or under
common control with it,  directly or indirectly,  at any time take any action or
fail to take any action  with  respect  to the filing of any income tax  return,
including an amended income tax return,  inconsistent  with the intention of the
parties expressed in this Section 2.5.

     Section 2.6.  Replacements.  Certificate  Purchasers hereby agree that they
shall  instruct  Lessor to release a Part or Unit from this  Lease and  evidence
such release by the execution and delivery of a  termination  statement  release
and such other documents as may be required to release the replaced Part or Unit
from  this  Lease and which  are in form and  substance  satisfactory  to Lessor
subject to the  satisfaction  of the conditions set forth herein with respect to
the release of such Part or Unit.

     Section 2.7. No Warranty.  The Units are leased by Lessees "as is" in their
present or then condition,  as the case may be, subject to (i) any rights of any
parties in possession  thereof,  (ii) the state of title thereto existing at the
time  Certificate  Purchasers  acquire their  respective  interest in the Units,
(iii) any state of fact which an accurate  physical  inspection  might show, and
each  Lessee  confirms  that  its  execution  and  delivery  of  the  Acceptance
Certificate  shall  constitute  its  certification  that  it has  inspected  and
accepts,  as between  Lessor  and such  Lessee,  each Unit which is the  subject
matter thereof, (iv) all Applicable Laws and Regulations, and (v) any violations
of Applicable  Laws and Regulations  which may exist at the  commencement of the
related  Lease  Term.  Each  Lessee  acknowledges  and agrees that (a) each Unit
leased by such Lessee is of a size, design, capacity and manufacture selected by
such  Lessee,  (b) such Lessee is  satisfied  that the same is suitable  for its
purposes,  (c) neither any  Certificate  Purchaser nor Lessor is a  manufacturer
thereof  or a dealer in  property  of such kind,  (d)  neither  any  Certificate
Purchaser nor Lessor shall be liable for any latent,  hidden or patent defect in
any  Unit,  or the  failure  of any  Unit to  comply  with  Applicable  Laws and
Regulations  and (e) neither any  Certificate  Purchaser nor Lessor has made, or
does or will make, (i) any representation or warranty or covenant,  with respect
to the title,  merchantability,  fitness for a  particular  purpose,  condition,
quality, description,  durability or suitability of any such Unit in any respect
or in  connection  with or for the  purposes and uses of such Lessee or (ii) any
other representation or warranty whatsoever, express or implied, with respect to
any Unit, it being agreed that all risks, as between Certificate  Purchasers and
Lessor,  on the one hand,  and  Lessees,  on the other  hand,  shall be borne by
Lessees.  Each  Lessee  hereby  assigns to Lessor as further  security  for such
Lessee's  obligations  under this Lease,  to the extent  assignable,  all of its
interest, if any, in any warranties, covenants and representations of any vendor
of any Unit and Lessor hereby assigns to such Lessee, to the extent  assignable,
all of Lessor's  interest in such  warranties,  covenants  and  representations;
provided  that (x) such  assignment  by Lessor to such Lessee shall be effective
only when no Event of Default has occurred and is continuing  and (y) any action
taken by such  Lessee by reason  thereof  shall be at the expense of such Lessee
and shall be consistent with such Lessee's obligations pursuant to this Lease.

     Section 2.8. Legal and Tax  Representation.  Each Lessee  acknowledges  and
agrees  that  neither  any  Certificate   Purchaser  nor  Lessor  has  made  any
representations   or  warranties   concerning  the  tax,   accounting  or  legal
characteristics  of this Lease and that such Lessee has  obtained  and relied on
such  tax,  accounting  and  legal  advice  regarding  this  Lease and the other
Operative Documents as it deems appropriate.

     Section 2.9. Computations; Conclusive Determinations.

     (a) All computations of accrued amounts pursuant to the Operative Documents
shall be made on the basis of actual  number  of days  elapsed  in (i) a 360-day
year with respect to any  determination of LIBO Rate and (ii) a 365/366-day year
with  respect  to any  determination  of Base  Rate.  Lessor  shall,  as soon as
practicable  but in no event later than 11:00 a.m Chicago time, one Business Day
prior to the  effectiveness of each Interest Rate,  calculate such Interest Rate
and notify Lessees' Agent and each Certificate Purchaser thereof;  provided that
the  failure to give or receive  any such  notice  shall not limit any  Lessee's
obligations under this Lease.

     (b) Each  determination  of the Interest Rate pursuant to any provisions of
this  Lease or any of the other  Operative  Documents  shall be  conclusive  and
binding on Lessees and Certificate Purchasers in the absence of manifest error.

     (c) Notwithstanding  anything in this Lease to the contrary,  the Base Rate
shall be in effect for purposes of  calculating  the Interest  Rate for each day
from and including  the Delivery  Date to but  excluding the third  Business Day
occurring thereafter and shall be determined on the Delivery Date.


                                   Article III

                           Conditions to Delivery Date

     The obligation of each Certificate  Purchaser to make its Funding hereunder
and of Lessor to  purchase  from,  and lease  to,  each  Lessee  the Units to be
purchased from and leased to such Lessee on the Delivery Date,  shall be subject
to the fulfillment to the satisfaction of (including,  with respect to writings,
such writings being in form and substance reasonably  satisfactory to Lessor and
each  Certificate  Purchaser),  or the  waiver in  writing  by  Lessor  and each
Certificate Purchaser, of the conditions precedent set forth in this Article III
on or prior to the Delivery Date (except that the obligation of any party hereto
shall not be subject to the performance or compliance of such party or of any of
such party's Affiliates).

     Section 3.1.  Delivery Date Notice.  Lessees' Agent shall have delivered to
Lessor and each Certificate Purchaser,  not later than 12:00 noon, Chicago time,
not earlier  than the tenth  (10th) and not later than the third (3rd)  Business
Day prior to the proposed Delivery Date, an irrevocable notice  substantially in
the form of Exhibit D (a "Delivery Date Notice"), setting forth (i) the proposed
Delivery Date, (ii) a description  (including  model, make and serial number) of
each Unit to be purchased on the Delivery Date,  (iii) the  respective  Purchase
Prices of such Units,  and (iv) wire transfer  instructions for the disbursement
of funds.

     Section  3.2.  Appraisal.  At least 3 Business  Days prior to the  Delivery
Date, Lessor and each Certificate  Purchaser shall have received an Appraisal to
their  satisfaction  opining  (by  use  of  appraisal  methods  satisfactory  to
Certificate Purchasers):

          (a) that the Appraised Value of the Units is reasonably expected to be
     as follows:

                      Date
               Appraised Value on              Value
            the Delivery Date                $74,169,632
            End of Base Term                 $51,119,193
            End of First Renewal Term        $44,956,733
            End of Second Renewal            $40,217,422
            Term

          (b) that the remaining  economic  useful life of each Unit is not less
     than seven (7) years.

     Section  3.3.  Lease.  On or prior to the  Delivery  Date,  Lessor and each
Certificate  Purchaser shall have received a fully executed  counterpart of this
Lease;  provided,  however,  only Lessor shall receive the original  counterpart
marked "Counterpart No. 1 - Lessor's Original Copy".

     Section 3.4. Trust Agreement.  On or prior to the Delivery Date, Lessor and
each Certificate  Purchaser shall have received a fully executed  counterpart of
the Trust Agreement.

     Section 3.5. Bills of Sale. On or prior to the Delivery  Date,  each Lessee
shall  have  executed  and  delivered  to Lessor a bill of sale (each a "Bill of
Sale") with respect to each Unit to be sold by it to Lessor on the Delivery Date
in the form of Exhibit A-1 hereto.

     Section 3.6. Acceptance Certificate. On or prior to the Delivery Date, each
Lessee shall  inspect to its  satisfaction  and accept the Units to be purchased
from and  leased to such  Lessee by  delivering  to Lessor  and the  Certificate
Purchasers an acceptance certificate (the "Acceptance  Certificate") in the form
of Exhibit B hereto whereupon (i) the Units shall immediately  become subject to
and be governed by all the  provisions  of this Lease and (ii) each Lessee shall
be deemed by delivering such  Acceptance  Certificate to have reaffirmed each of
its representations and warranties set forth in Section 12.1 hereof.

     Section 3.7. Search Reports.  Prior to the Delivery Date, Lessor shall have
received reports acceptable to Lessor and counsel to the Certificate  Purchasers
as to each Lessee and the Units from each appropriate state and county filing or
recording  office,  each dated as close to the Delivery Date as practicable,  in
respect of a search of the applicable  files and any indices of Liens maintained
by such offices (including, if applicable,  indices of judgment, revenue and tax
liens),  which search reports shall evidence Lessee's  ownership of the Units to
be delivered on the Delivery  Date free and clear of all Liens (other than Liens
arising under or relating to the Dal-Tex Lease or the Dal-Tex Security Agreement
which will be released pursuant to Section 3.20), including,  but not limited to
any Lien as a result  of any  right,  claim or  interest  in favor of any  party
owning or holding any interest in the real estate on which such Unit is then, or
is to be, located.

     Section 3.8. Financing Statements. On or prior to the Delivery Date, Lessor
shall have received from each Lessee (and each Certificate  Purchaser shall have
received a copy of) duly  executed UCC  financing  statements  identifying  such
Lessee as debtor and Lessor as secured party for the benefit of the  Certificate
Purchasers,  and  describing  this  Lease  as a  secured  transaction,  and such
financing statements shall have been filed in each applicable jurisdiction.

     Section 3.9.  Transaction  Costs;  Fees. On or prior to the Delivery  Date,
Lessees or Lessees'  Agent shall have paid to Lessor,  for the benefit of Lessor
and  the  Certificate  Purchasers,   any  Transaction  Costs  invoiced  and  not
previously  paid.  Such payment  shall be made by wire  transfer of  immediately
available funds to the account  specified for the person to whom payment is due.
On or prior to the Delivery Date, Lessees or Lessees' Agent shall also have paid
to BA Leasing & Capital Corporation (in its individual  capacity,  "BALCAP") the
arrangement fee provided for in that certain letter  agreement dated November 6,
1997, between Lessees' Agent and BALCAP.

     Section 3.10.  Opinions of Counsel.  On or prior to the Delivery Date, each
Certificate  Purchaser,  Lessor and their respective counsel shall have received
the  opinions  of (a)  Jeffry N.  Quinn,  General  Counsel  of  Lessees,  Parent
Guarantor and Subsidiary Guarantors,  substantially to the effect of the matters
set forth in Exhibit  C-1,  and (b) Jackson & Kelly,  special  local  counsel to
Lessees, substantially to the effect of the matters set forth in Exhibit C-2. On
or prior to the Delivery Date,  each  Certificate  Purchaser shall have received
the opinion of Ray, Quinney & Nebeker, special counsel to Lessor,  substantially
to the  effect of the  matters  set  forth in  Exhibit  C-3.  On or prior to the
Delivery Date,  each  Certificate  Purchaser  shall have received the opinion of
Chapman and Cutler, special counsel to the Certificate Purchasers, substantially
to the effect of the matters set forth in Exhibit C-4. By its execution  hereof,
Lessees  expressly  instruct  each such  counsel to  execute  and  deliver  such
opinions to the Persons designated in the preceding sentences.

     Section 3.11. Corporate Status and Proceedings. Lessor (except with respect
to clauses (f),  (g) and (h) below) and each  Certificate  Purchaser  shall have
received:

          (a) on or prior to the Delivery  Date,  certificates  of existence and
     good  standing  with  respect to each  Lessee,  Parent  Guarantor  and each
     Subsidiary  Guarantor  from the  Secretary  of  State  of the  State of its
     incorporation, and, with respect to (i) Apogee, West Virginia and Illinois,
     (ii) Catenary, West Virginia, and (iii) Parent Guarantor,  Missouri,  dated
     no earlier than the 15th day prior to such Delivery Date;

          (b) on or prior to the Delivery Date, an Officer's Certificate of each
     Lessee  substantially  in the form of Exhibit E-1, dated the Delivery Date,
     with respect to representations and warranties and absence of defaults;

          (c) on or prior to the Delivery  Date, a Certificate  of the Secretary
     or Assistant Secretary of each Lessee  substantially in the form of Exhibit
     E-2,  dated the  Delivery  Date,  with respect to such  Lessee's  governing
     documents, resolutions and incumbent officers;

          (d) on or prior to the  Delivery  Date,  an Officer's  Certificate  of
     Parent Guarantor and each Subsidiary Guarantor substantially in the form of
     Exhibit E-3, dated the Delivery Date, with respect to  representations  and
     warranties and absence of defaults;

          (e) on or prior to the Delivery  Date, a Certificate  of the Secretary
     or Assistant  Secretary of Parent  Guarantor and each Subsidiary  Guarantor
     substantially  in the form of Exhibit E-4,  dated the Delivery  Date,  with
     respect to Parent Guarantor's or such Subsidiary  Guarantor's,  as the case
     may be, governing documents, resolutions and incumbent officers;

          (f) on or prior to the Delivery Date, a certificate of the Comptroller
     of Currency  dated as of a recent date with respect to the good standing of
     Certificate Trustee as a national banking association;

          (g) on or prior to the  Delivery  Date,  an Officer's  Certificate  of
     Certificate  Trustee  substantially  in the form of Exhibit E-5,  dated the
     Delivery Date, with respect to  representations  and warranties and absence
     of defaults; and

          (h) on or prior to the Delivery  Date, a  Certificate  of  Certificate
     Trustee  with  respect  to  Certificate   Trustee's  governing   documents,
     resolutions and incumbent officers.

     Section 3.12. Consents and Approvals. On or prior to the Delivery Date, all
necessary   consents,   approvals  and   authorizations  of,  and  declarations,
registrations and filings with, Authorities and nongovernmental Persons required
to  consummate  the  transactions  contemplated  by this  Lease  shall have been
obtained or made by Lessees,  Parent  Guarantor and  Subsidiary  Guarantors  and
shall be in full force and effect.

     Section 3.13. Payment of Impositions.  All Taxes payable on or prior to the
Delivery Date in connection with the execution, delivery, recording or filing of
any of the  Operative  Documents,  in  connection  with the filing of any of the
financing   statements  and  any  other   documents,   in  connection  with  the
consummation  of any  other  transactions  contemplated  hereby or by any of the
other Operative Documents, shall have been paid in full by Lessees.

     Section 3.14.  Insurance.  On or prior to the Delivery  Date,  Lessor shall
have received (and each  Certificate  Purchaser shall have received a copy of) a
current  certificate to the effect that insurance  complying with Section 6.2 of
this Lease is in full force and effect,  and there shall be no past due premiums
in respect of any such insurance.

     Section 3.15. Absence of Material Adverse Effect.  Since December 31, 1996,
no Material Adverse Effect shall have occurred.

     Section 3.16. No Casualty.  No Casualty shall have occurred with respect to
any Unit being delivered on the Delivery Date.

     Section 3.17.  Representations  and Warranties  True;  Absence of Defaults.
Each of the  representations  and  warranties  made by or on behalf of  Lessees,
Parent Guarantor or Subsidiary Guarantors under the Operative Documents shall be
true on and as of the Delivery Date, and there shall exist no Incipient  Default
or Event of Default.

     Section 3.18. Certificates.  Each Certificate Purchaser shall have received
from Certificate  Trustee a Certificate duly executed by Certificate Trustee and
registered in such  Certificate  Purchaser's  name evidencing  such  Certificate
Purchaser's  right to  receive in the  aggregate  such  Certificate  Purchaser's
Investment  Percentage  of the payments (i) in respect of the Lease  Balance and
(ii) in respect of the Rent  hereunder,  in each case as  provided in this Lease
and the Trust Agreement.

     Section 3.19. Guaranty Agreements. On or prior to the Delivery Date, Lessor
and each Certificate  Purchaser shall have received a fully executed counterpart
of each of the Parent Guaranty and the Subsidiary Guaranty.

     Section 3.20.  Terminations and Releases. On or prior to the Delivery Date,
Lessor shall have received (i) a copy of UCC termination statements with respect
to the Liens  arising  under or  related  to the  Dal-Tex  Lease or the  Dal-Tex
Security Agreement executed by the appropriate secured party thereunder and (ii)
copies of releases by such secured party releasing all right, title and interest
acquired by such  secured  party under  either the Dal-Tex  Lease or the Dal-Tex
Security Agreement.

     Section  3.21.  Dal-Tex  Bill of Sale.  On or prior to the  Delivery  Date,
Lessor shall have received a copy of a bill of sale executed by the lessor under
the Dal-Tex Lease conveying all right,  title and interest of such lessor in the
Equipment leased under the Dal-Tex Lease.

     Section  3.22.  Proceedings  Satisfactory,  Etc. All  proceedings  taken in
connection  with the Delivery Date and all documents  relating  thereto shall be
reasonably   satisfactory  to  Lessor,  each  Certificate  Purchaser  and  their
respective  counsel,  and each such Person  shall have  received  copies of such
documents as they may reasonably  request in connection  therewith,  all in form
and substance reasonably satisfactory to each such Person.


                                   Article IV

                          Lease Term, Rent and Payment

     Section 4.1. Lease Term. Unless earlier terminated,  the term of this Lease
shall consist of (a) a base period commencing on and including the Delivery Date
and ending on but not including the third anniversary  thereof (the "Base Term")
and (b) any exercised Renewal Terms (collectively, the "Lease Term").

     Section 4.2. Lease Renewal. Lessees may elect to renew this Lease for up to
two (2) successive one-year renewal terms with respect to all, but not less than
all,  of the Units  then  subject  to this Lease  (each,  a  "Renewal  Term") as
provided in Article XI.

     Section  4.3.  Rent  Payments.  On each Payment Date during the Lease Term,
Lessees shall, on a joint and several basis,  pay to Lessor,  for the benefit of
the Certificate Purchasers,  a payment of rent consisting of (a) Capital Rent as
set forth  opposite  the  applicable  Payment Date on Schedule II hereto and (b)
Accrual Rent for the  applicable  Rent Period on the  outstanding  Lease Balance
(collectively,  "Basic  Rent").  Scheduled  installments  of  Basic  Rent may be
adjusted pursuant to Section 6.1 and Section 11.5.

     Section  4.4.  Place and Manner of Payment.  Rent and all other sums due to
Lessor  or any  Certificate  Purchaser  hereunder  shall be paid in  immediately
available funds and if payable to Lessor or to a Certificate  Purchaser,  at the
office of Lessor or such  Certificate  Purchaser  specified on Schedule I, or at
such other office of Lessor or any Certificate Purchaser as such Person may from
time to time specify to Lessees' Agent in a notice  pursuant to this Lease.  All
such  payments  shall  be  received  by  Lessor  or  Certificate  Purchaser,  as
applicable,  not later than 10:00 a.m.,  Salt Lake City,  Utah time, on the date
due;  funds  received after such time shall for all purposes under the Operative
Documents  be  deemed  to have been  received  by Lessor on the next  succeeding
Business  Day. Any payments  received by Lessor not later than 10:00 a.m.,  Salt
Lake City, Utah time,  shall be paid by Lessor to the Certificate  Purchasers in
immediately  available  funds no later than Noon,  Salt Lake City, Utah time, on
the same day and any  payments  received  by Lessor from or on behalf of Lessees
after  10:00  a.m.,  Salt Lake  City,  Utah time,  shall be paid to  Certificate
Purchasers as soon after receipt as  practicable,  but not later than Noon, Salt
Lake City, Utah time, on the next succeeding Business Day.

     Section 4.5. Net Lease.  This Lease is a net lease and Lessees'  obligation
to pay all Rent,  Administrative Charges,  indemnities and other amounts payable
hereunder shall be joint and several,  absolute and unconditional  under any and
all circumstances and, without limiting the generality of the foregoing, Lessees
shall not be  entitled  to any  abatement  or  reduction  of Rent or any  setoff
against Rent,  Administrative Charge, indemnity or other amount, whether arising
by reason of any past,  present  or future  claims of any  nature by any  Lessee
against Lessor or any Certificate Purchaser,  or otherwise.  Except as otherwise
expressly  provided  herein,  this  Lease  shall  not  terminate,  nor shall the
obligations of Lessees be otherwise affected: (a) by reason of any defect in the
condition, merchantability, design, construction, quality or fitness for use of,
damage to, or loss of possession or use, obsolescence or destruction,  of any or
all of the Units,  however caused; or (b) by the taking or requisitioning of any
or all of the Units by  condemnation  or otherwise;  or (c) by the invalidity or
unenforceability  or  lack  of due  authorization  by  Lessor,  any  Certificate
Purchaser or any Lessee or other  infirmity of this Lease or any other Operative
Document;  or (d) by the  attachment of any Lien of any third party to any Unit;
or (e) by any prohibition or restriction of or interference  any Lessees' use of
any or all of the  Units  by  any  Person;  or (f) by the  insolvency  of or the
commencement  by  or  against  Lessor  or  any  Certificate   Purchaser  of  any
bankruptcy,  reorganization  or similar  proceeding;  or (g) by any other cause,
whether similar or dissimilar to the foregoing, any present or future law to the
contrary  notwithstanding.  It is the  intention  of the parties  that all Rent,
Administrative  Charges,  indemnities  and  other  amounts  payable  by  Lessees
hereunder  shall be payable in all events in the manner and at the times  herein
provided unless Lessees'  obligations in respect thereof have been terminated or
modified  pursuant  to the  express  provisions  of this  Lease.  To the  extent
permitted by Applicable Laws and Regulations,  each Lessee hereby waives any and
all rights which it may now have or which may at any time be conferred  upon it,
by statute or otherwise, to terminate,  cancel, quit or surrender this Lease, in
whole or in part,  except  strictly in accordance with the express terms hereof.
Each rental,  indemnity  or other  payment  made by Lessees  hereunder  shall be
final, and no Lessee shall seek to recover (except as expressly provided in this
Lease) all or any part of such  payment  from Lessor for any reason  whatsoever.
Without affecting  Lessees'  obligation to pay Rent,  Administrative  Charges or
other amounts payable hereunder, Lessees may seek damages for a breach by Lessor
or any Certificate Purchaser of its obligations under this Lease.

     Section 4.6.  Overdue  Amounts.  Lessees  shall pay, on a joint and several
basis,  to Lessor,  on demand,  interest at the rate per annum which is 2% above
the  Interest  Rate in effect from time to time on any  overdue  amount of Rent,
Lease Balance,  Administrative Charge,  Casualty Amount or any other payment due
under  this  Lease  and  (to  the  extent   permitted  by  Applicable  Laws  and
Regulations)  interest  from the date due (not  taking  into  account  any grace
period) until payment is made.

     Section 4.7. No Termination or Abatement.  Lessees shall remain jointly and
severally  obligated  under  this  Lease  in  accordance  with  its  terms  and,
consistent with the intention of the parties expressed in Sections 2.5 and 15.1,
shall  not  take  any  action  to  terminate,   rescind  or  avoid  this  Lease,
notwithstanding   any  action  for   bankruptcy,   insolvency,   reorganization,
liquidation,   dissolution,   or  other  proceeding   affecting  Lessor  or  any
Certificate  Purchaser,  or any action  with  respect to this Lease which may be
taken by any custodian, receiver, liquidator,  assignee, trustee or sequestrator
(or other similar official) of such Person.  Each Lessee hereby waives all right
(i) to terminate or surrender this Lease (except as provided  herein) or (ii) to
avail  itself  of  any  abatement,  suspension,  deferment,  reduction,  setoff,
counterclaim  or defense with respect to any Rent. Each Lessee hereby waives any
and all rights now or  hereafter  conferred by statute or otherwise to modify or
to  avoid   strict   compliance   with  its   obligations   under  this   Lease.
Notwithstanding any such statute or otherwise,  Lessees shall be bound by all of
the terms and conditions contained in this Lease.

     Section 4.8.  Joint and Several  Liability  of Lessees.  (a) Each Lessee is
accepting  joint  and  several  liability  hereunder  in  consideration  of  the
financial  accommodation  to be provided by  Certificate  Purchasers  under this
Lease,  for the mutual benefit,  directly and indirectly,  of each Lessee and in
consideration  of the  undertakings  of each Lessee to accept  joint and several
liability for the obligations of each of them.

     (b)  Each   Lessee   jointly   and   severally   hereby   irrevocably   and
unconditionally  accepts, not merely as a surety but also as a co-debtor,  joint
and several  liability  with the other  Lessees  with respect to the payment and
performance  of all of the  Obligations  arising  under this Lease and the other
Operative  Documents,  it being the intention of the parties hereto that all the
Obligations  shall be the joint and several  obligations  of each Lessee without
preferences or distinction among them.

     (c) If and to the  extent  that any Lessee  shall fail to make any  payment
with  respect to any of the  obligations  hereunder as and when due then in each
such  event,  the other  Lessees  will make such  payment  with  respect to such
obligation.

     (d) The obligations of each Lessee under the provisions of this Section 4.8
constitute full recourse  obligations of such Lessee,  enforceable against it to
the full extent of its  properties  and assets,  irrespective  of the  validity,
regularity  or  enforceability   of  this  Lease  or  any  other   circumstances
whatsoever.

     (e) Except as  otherwise  expressly  provided  herein,  each Lessee  hereby
waives  notice  of  acceptance  of its joint and  several  liability,  notice of
occurrence  of any Incipient  Default or Event of Default  (except to the extent
notice is expressly  required to be given  pursuant to the terms of this Lease),
or of any demand for any payment  under this Lease,  notice of any action at any
time taken or omitted by Lessor or any Certificate Purchaser under or in respect
of  any  of  the  Obligations  hereunder,  any  requirement  of  diligence  and,
generally,  all  demands,  notices  and  other  formalities  of  every  kind  in
connection with this Lease. Each Lessee hereby assents to, and waives notice of,
any  extension  or  postponement  of the  time  for  the  payment  of any of the
Obligations  hereunder,  the  acceptance  of any partial  payment  thereon,  any
waiver,  consent or other action or  acquiescence  by Lessor or any  Certificate
Purchaser  at any time or times in respect  of any  default by any Lessee in the
performance or  satisfaction  of any term,  covenant,  condition or provision of
this  Lease,  any  and  all  other  indulgences  whatsoever  by  Lessor  or  any
Certificate  Purchaser in respect of any of the Obligations  hereunder,  and the
taking,  addition,  substitution or release, in whole or in part, at any time or
times, of any security for any of such Obligations or the addition, substitution
or release, in whole or in part, of any Lessee.  Without limiting the generality
of the foregoing,  each Lessee assents to any other action or delay in acting or
any  failure  to  act on the  part  of  Lessor  or  any  Certificate  Purchaser,
including,  without limitation, any failure strictly or diligently to assert any
right or to pursue  any  remedy  or to  comply  fully  with  applicable  laws or
regulations  hereunder which might,  but for the provisions of this Section 4.8,
afford grounds for terminating,  discharging or relieving such Lessee,  in whole
or in part,  from any of its  obligations  under this  Section 4.8, it being the
intention  of each  Lessee  that,  so long as any of the  Obligations  hereunder
remain unsatisfied,  the obligations of such Lessee under this Section 4.8 shall
not be  discharged  except by  performance  and then only to the  extent of such
performance.  The obligations of each Lessee under this Section 4.8 shall not be
diminished  or  rendered   unenforceable  by  any  winding  up,  reorganization,
arrangement,  liquidation,  reconstruction or similar proceeding with respect to
any  Lessee or  Lessor  or any  Certificate  Purchaser.  The  joint and  several
liability  of  Lessees  hereunder  shall  continue  in  full  force  and  effect
notwithstanding  any  absorption,  merger,  amalgamation  or  any  other  change
whatsoever in the name,  membership,  constitution  or place of formation of any
Lessee or Lessor or any Certificate Purchaser.

     (f) The  provisions  of this Section 4.8 are made for the benefit of Lessor
and Certificate  Purchasers and their respective successors and assigns, and may
be enforced in  accordance  with the terms  hereof from time to time against any
Lessee as often as occasion  therefor may arise and without  requirement  on the
part of Lessor or any  Certificate  Purchaser first to marshal any of its claims
or to exercise any of its rights  against any of the other Lessees or to exhaust
any remedies  available  to it against any of the other  Lessees or to resort to
any other source or means of obtaining  payment of any of the  Obligations or to
elect any other  remedy.  The  provisions  of this  Section 4.8 shall  remain in
effect  until  all the  Obligations  hereunder  shall  have been paid in full or
otherwise  fully  satisfied.  If at any time, any payment,  or any part thereof,
made in respect of any of the  Obligations,  is rescinded  or must  otherwise be
restored  or  returned  by  Lessor  or  any  Certificate   Purchasers  upon  the
insolvency,  bankruptcy  or  reorganization  of any Lessee,  or  otherwise,  the
provisions  of this Section 4.8 will  forthwith be  reinstated  and in effect as
though such payment had not been made.

     (g)  Notwithstanding  any provision to the contrary  contained herein or in
any other of the Operative  Documents,  the obligations of each Lessee hereunder
shall be limited to an aggregate  amount equal to the largest  amount that would
not render its obligations  hereunder  subject to avoidance under Section 548 of
the Bankruptcy Code or any comparable provisions of any applicable state law.

     Section 4.9. Appointment of Parent Guarantor as Lessees' Agent for Lessees.
Each  Lessee  hereby  appoints  Parent  Guarantor  to act as its  agent  for all
purposes  under  this  Lease  and the other  Operative  Documents.  Each  Lessee
acknowledges  and agrees that (a) Parent Guarantor may execute such documents on
behalf  of all  Lessees  as  Parent  Guarantor  deems  appropriate  in its  sole
discretion  and each Lessee shall be bound by and  obligated by all of the terms
of any such document executed by Parent Guarantor on its behalf,  (b) any notice
or  other  communication  delivered  by  Lessor  or  any  Certificate  Purchaser
hereunder  to Parent  Guarantor  shall be deemed to have been  delivered to each
Lessee and (c) Lessor and each Certificate  Purchaser shall accept (and shall be
permitted to rely on) any document or agreement  executed by Parent Guarantor on
behalf of Lessees (or any of them).


                                    Article V

              Possession, Assignment, Use and Maintenance of Units

     Section 5.1.  Possession and Use of Units;  Compliance  with Laws. (a) Each
Lessee  agrees that the Units will be used and operated in  compliance  with any
and all Applicable Laws and Regulations.  Each Lessee shall procure and maintain
in effect all  licenses,  registrations,  certificates,  permits,  approvals and
consents  required by  Applicable  Laws and  Regulations  or by any Authority in
connection with the ownership, delivery, installation, use and operation of each
Unit leased by such Lessee. No Lessee shall (a) use, operate,  maintain or store
any Unit or any portion  thereof in  violation  of Section 5.3 or any  Insurance
Requirement; (b) sublease, assign or otherwise permit the use of any Unit except
as may be permitted by Section 5.1(b),  Section 5.2 and Article IV of the Parent
Guaranty;  (c) except as set forth in Section 5.1(b), Section 5.2 and Article IV
of the Parent Guaranty,  sell, assign or transfer any of its rights hereunder or
in any Unit, or directly or indirectly create, incur or suffer to exist any Lien
on any of its rights  hereunder or in any Unit,  except for Permitted  Liens; or
(d) except in connection with any maintenance or repair thereof, permit any Unit
or any Part  relating to such Unit to be located at any  location  other than on
real  property  owned by such  Lessee or on which  such  Lessee has the right to
place such Unit in West  Virginia,  Virginia or Kentucky;  provided that if such
Lessee wishes to move any such Unit after the Closing  Date,  such Lessee agrees
to comply with the  provisions of Section  13.1(h) and provided  further that if
the new  location is in Virginia or Kentucky,  such Lessee  agrees to provide an
opinion of local  counsel in Virginia or  Kentucky,  as the case may be, in form
and substance satisfactory to Lessor and Certificate  Purchasers.  Lessees will,
for the benefit of the Certificate Purchasers,  defend Lessor's title to all the
Units.

     (b) So long as no Incipient Default or Event of Default shall have occurred
and be  continuing,  any Lessee  may,  upon prior  written  notice to Lessor and
compliance  with the  provisions of Section  13.1(h),  use and lease any Unit or
Units leased by any other Lessee hereunder.

     Section 5.2. Subleases and Assignments.  No Lessee shall, without the prior
written consent of Lessor and the Required Certificate  Purchasers,  sublease or
otherwise relinquish possession of any Unit, or assign, transfer or encumber its
rights,   interests  or  obligations   hereunder  and  any  attempted  sublease,
relinquishment,  assignment, transfer or encumbering by any lessee shall be null
and void,  except as provided in this  Section 5.2 or pursuant to a  transaction
permitted under clause (e) of Article IV of the Parent  Guaranty.  Each sublease
entered  into in  accordance  with this  Section  5.2 shall be  referred to as a
"Sublease".  So long as no  Incipient  Default  or Event of  Default  shall have
occurred and be continuing,  any Lessee may (i) sublease any Unit or Units to a,
direct or indirect,  wholly-owned  Subsidiary  of Parent  Guarantor  without the
prior  written  consent of Lessor or (ii)  sublease all but not less than all of
the Units leased by such Lessee to any  corporation  organized under the laws of
the United States or any State thereof with the prior written consent of Lessor,
which consent shall not be  unreasonably  withheld,  if the Sublessee is not the
subject of any case or proceeding  under any  bankruptcy,  insolvency or similar
law; provided,  that any Sublease entered into pursuant to this Section 5.2 must
satisfy each of the following conditions:

          (a) such Sublease shall (i) automatically  expire upon the termination
     of this Lease, (ii) be expressly  subordinate and subject to this Lease and
     the Liens  created  hereunder and (iii)  expressly  require the Units to be
     returned as directed by Lessor or the Required Certificate  Purchasers upon
     notice to the sublessee that an Event of Default shall have occurred and be
     continuing;

          (b) such Sublease shall be in writing and shall expressly prohibit any
     further assignment, sublease or transfer;

          (c) such Sublease shall not contain a purchase  option in favor of the
     Sublessee or any other provision pursuant to which the Sublessee may obtain
     record or beneficial title to any Unit leased thereunder from such Lessee;

          (d) such  Sublease  shall  prohibit  the  Sublessee  from  making  any
     alterations or modifications to any Unit that would violate this Lease;

          (e) such  Sublease  shall  require the Sublessee to maintain each Unit
     subleased thereunder in accordance with Section 5.3;

          (f) all of such Lessee's  rights,  title and interest in, to and under
     such Sublease shall be pledged by such Lessee to Lessor, for the benefit of
     Certificate  Purchasers,  as collateral for Lessees'  obligations under the
     Operative  Documents,  by delivery of an executed original counterpart upon
     the execution and delivery thereof,  marked as the sole original  execution
     counterpart  for Uniform  Commercial  Code  purposes,  to Lessor,  and such
     Lessee shall, at its own cost and expense,  do any further act and execute,
     acknowledge, deliver, file, register and record any further documents which
     Lessor or Certificate Purchasers may reasonably request in order to create,
     perfect,  preserve and protect Lessor's and Certificate Purchasers' Lien in
     such Sublease;

          (g) such Lessee shall not,  without  Lessor's  prior written  consent,
     permit or consent to any  renewal or  extension  of a Sublease  at any time
     when  an  Incipient  Default  or  Event  of  Default  has  occurred  and is
     continuing; and

          (h) such Lessee shall notify Lessor and each Certificate  Purchaser in
     writing not less than 30 days prior to entering  into any  Sublease,  which
     notice shall  include (i) a  description  of the Unit or Units to be leased
     thereunder,  and (ii) the street address, city, county and State where such
     Unit or Units will be located during the term of such Sublease.

     The  liability  of each Lessee  with  respect to this Lease and each of the
other  Operative  Documents  to  which it is a party  shall  not be  altered  or
affected in any way by the existence of any Sublease.

     Section 5.3. Maintenance.  At all times during the term of this Lease, each
Lessee shall, at its own cost and expense:

          (a) keep,  repair,  maintain and preserve  each of the Units leased by
     such Lessee in at least as good order and operating  condition,  repair and
     appearance as when originally  delivered,  ordinary wear and tear excepted,
     and in  conformance  with (i) such  maintenance  and repair  standards  and
     procedures  as are set forth in the  manufacturer's  manuals  pertaining to
     such Units, (ii) such standards or procedures as may be required to enforce
     warranty  claims  against each vendor and  manufacturer  of each such Unit,
     (iii) such  maintenance and repair  standards used by such Lessee or any of
     its  Affiliates for similar  equipment  owned or leased by it, and (iv) all
     Applicable  Laws and  Regulations  and Insurance  Requirements,  and in the
     event  that  Applicable  Laws  and  Regulations   require  any  alteration,
     replacement  or  addition  of or to any Part on any Unit,  such Lessee will
     conform therewith at its own expense;

          (b) (i) conduct all scheduled  maintenance of each Unit leased by such
     Lessee in conformity with such Lessee's and its Affiliates' past practices,
     and manufacturer's maintenance and repair guidelines, for similar equipment
     (including,   without   limitation,   such  Lessee's  and  its  Affiliates'
     maintenance program for such equipment) and (ii) maintain each such Unit so
     as to preserve its  remaining  economic  useful life,  utility and residual
     value;

          (c) cause each Unit  leased by such  Lessee to continue to have at all
     times the capacity and functional ability to perform, on a continuing basis
     (subject to normal  interruption  in the  ordinary  course of business  for
     maintenance,  inspection,  service,  repair and testing) and in  commercial
     operation, the functions for which it was specifically designed.

     Each  Lessee  shall  prepare  and  deliver  to Lessor  and the  Certificate
Purchasers within a reasonable time prior to the required date of filing (or, to
the extent permissible, file on behalf of Lessor and the Certificate Purchasers)
any and all reports to be filed by Lessor or any Certificate  Purchaser with any
Authority by reason of the ownership by Lessor or any  Certificate  Purchaser of
the Units or the leasing  thereof to such  Lessee.  Lessor and each  Certificate
Purchaser  agrees to inform such Lessee of any request for such reports received
by it. Each Lessee shall maintain or cause to be maintained,  all records,  logs
and other materials required by any Authority having jurisdiction over the Units
leased by such Lessee or such Lessee.  Each Lessee shall permit  Lessor and each
Certificate  Purchaser to inspect any and all records,  logs and other materials
maintained by such Lessee or any of its Affiliates in respect of each Unit. Each
Lessee hereby waives any right now or hereafter conferred by law to make repairs
on the Units at the expense of Lessor or any Certificate Purchaser.

     Section 5.4. Alterations, Modifications, etc. In case any Unit, or any item
of  equipment,  part or  appliance  therein  (each,  a "Part") is required to be
altered,  added to,  replaced or modified in order to comply with any Applicable
Laws and Regulations (a "Required  Alteration")  pursuant to Sections 5.1 or 5.3
hereof,  the Lessee of such Unit agrees to make such Required  Alteration at its
own  expense.  The  Lessee  of any  Unit  shall  have  the  right  to  make  any
modification,  alteration or improvement  to such Unit (herein  referred to as a
"Permitted  Modification"),  or to remove any Part  which has  become  worn out,
broken or  obsolete,  provided in each case that such Lessee  continues to be in
compliance  with  Sections  5.1 and 5.3 hereof and that such action (a) will not
decrease  the economic  value of the  applicable  Unit or impair its  originally
intended use or function or decrease  its economic  useful life and (b) will not
cause such Unit to become  suitable  for use only by such  Lessee or only in the
business  in  which  such  Lessee  is  engaged.   In  the  event  any  Permitted
Modification (i) is readily  removable  without impairing the value or use which
the Unit would have had at such time had such Part not been affixed or placed to
or on such Unit (a  "Removable  Part"),  (ii) is not a Required  Alteration  and
(iii) is not a Part which replaces any Part originally incorporated or installed
in or  attached  to such Unit on the date on which such Unit  became  subject to
this Lease, or any Part in replacement of or substitution  for any such original
Part (each an "Original Part"), any such Permitted Modification,  if no Event of
Default is  continuing,  shall be and remain the  property of the Lessee of such
Unit. To the extent such Permitted Modification is not a Removable Part, or is a
Required  Alteration or an Original Part, and, to the extent a Removable Part is
not the  property  of the Lessee of any Unit  because of the  continuance  of an
Event of Default, the same shall immediately and automatically be and become the
property of Lessor,  for the benefit of Certificate  Purchasers,  and subject to
the terms of this Lease.  Any Required  Alterations,  and any Parts installed or
replacements  made by any Lessee  upon any Unit  pursuant to its  obligation  to
maintain and keep the Units in good order,  operating condition and repair under
Section 5.3 (collectively, "Replacement Parts") and all other Parts which become
the property of Lessor shall be  considered,  in each case,  accessions  to such
Unit and title thereto or security  interest  therein shall be  immediately  and
automatically vested in Lessor, for the benefit of Certificate  Purchasers.  All
Replacement  Parts shall be free and clear of all Liens  (other  than  Permitted
Liens) and shall be in as good an operating condition as, and shall have a value
and utility at least equal to, the Parts replaced,  assuming such replaced Parts
and the relevant Units were  immediately  prior to such replacement or the event
or events necessitating such replacement in the condition and repair required to
be maintained  by the terms  hereof.  Any Part at any time removed from any Unit
shall remain subject to the interests of Lessor and Certificate Purchasers under
the Operative Documents,  no matter where located,  until such time as such Part
shall be  replaced  by a Part which has been  incorporated  or  installed  in or
attached to such Unit and which meets the  requirements  for a Replacement  Part
specified  above.  No later than 45 days after the end of each fiscal quarter of
any Lessee,  such Lessee shall deliver to Lessor, for the benefit of Certificate
Purchasers,  a Bill of Sale  evidencing the conveyance by such Lessee to Lessor,
for the  benefit  of  Certificate  Purchasers,  of  each  Replacement  Part  not
previously  evidenced by a Bill of Sale (provided that any Replacement Part with
a Fair Market Value of less than $250,000 need not be specifically  described in
such Bill of Sale) and such other  documents in respect of such Part or Parts as
Lessor may  reasonably  request  in order to confirm  that title to such Part or
Parts has  passed to  Lessor,  for the  benefit of  Certificate  Purchasers,  as
hereinabove provided. Any such Replacement Part, regardless of whether evidenced
by a Bill of Sale,  shall become  subject to this Lease and shall be deemed part
of such Unit, for all purposes hereof to the same extent as the Parts originally
incorporated or installed in such Unit, and title to such Replacement Part shall
thereupon vest in Lessor. All replacements pursuant to this Section 5.4 shall be
purchased by Lessees with their own funds.  There shall be no  obligation on the
part of Lessor or any Certificate  Purchaser to pay for or otherwise finance any
such replacement.

     Section 5.5.  Liens. No Lessee will directly or indirectly  create,  incur,
assume  or  suffer to exist any Lien  (other  than  Permitted  Liens) on or with
respect to (i) any Unit or any Part thereof or any other Collateral, Lessor's or
any Certificate  Purchaser's title thereto, or any interest therein or (ii) this
Lease or any of Lessor's or any  Certificate  Purchaser's  interests  hereunder.
Each Lessee,  at its own expense,  will promptly pay, satisfy and otherwise take
such actions as may be necessary to keep this Lease and the Units free and clear
of, and to duly  discharge  or  eliminate  or bond in a manner  satisfactory  to
Lessor,  any such Lien not  excepted  above if the same shall arise at any time.
Each Lessee will notify Lessor or each  Certificate  Purchaser and each assignee
in writing promptly upon becoming aware of any Tax or other Lien (other than any
Lien  excepted  above) that shall attach to the Units or any Unit leased by such
Lessee, and of the full particulars thereof.  Without limiting the foregoing, no
Lessee shall assign or pledge any of its rights under any Sublease to any Person
other than Lessor, for the benefit of Certificate Purchasers.

     Section 5.6. Identifying Numbers;  Legend; Changes;  Inspection.  Within 60
days after the  Delivery  Date,  each Lessee will cause each Unit leased by such
Lessee to be kept numbered with the identification  number as shall be set forth
on Schedule  II, and each Lessee will at all times keep and  maintain,  plainly,
distinctly,  permanently  and  conspicuously  marked  on each  side of each Unit
leased by such Lessee that is a Major Unit, in letters not less than one inch in
height,  the words  "subject to a security  interest in favor of First  Security
Bank, National Association,  as Trustee for others under a Trust Agreement and a
Lease  Intended  as  Security  each  dated  as of  January  15,  1998"  or other
appropriate words designated by Lessor or the Required  Certificate  Purchasers,
with appropriate  changes thereof and additions thereto as from time to time may
be required by law in order to protect Lessor's right,  title and interest,  for
the  benefit of the  Certificate  Purchasers,  in such Unit.  Each  Lessee  will
replace  promptly  any such words on any Unit leased by such Lessee which may be
removed,   defaced,   obliterated  or  destroyed.  No  Lessee  will  change  the
identification number of any Unit unless and until (i) a statement of new number
or numbers to be  substituted  therefor  shall have been delivered to Lessor and
the Certificate  Purchasers and filed,  recorded and deposited by such Lessee in
all public  offices  where  this  Lease  shall  have been  filed,  recorded  and
deposited or any financing  statement has been filed in respect thereof and (ii)
such  Lessee  shall have  furnished  Lessor and the  Certificate  Purchasers  an
opinion of counsel in form and substance  reasonably  satisfactory  to Lessor to
the effect that such statement has been so filed,  recorded and deposited,  such
filing,  recordation  and deposit will protect the right,  title and interest of
Lessor, on behalf of the Certificate  Purchasers in such Units and that no other
filing,  recording,  deposit or giving of notice  with or to any other  Federal,
state or local  government or agency thereof is necessary to protect such right,
title and  interest.  The Units  leased by any Lessee may be  lettered  with the
names or  initials  or other  insignia  customarily  used by such  Lessee or its
permitted sublessees but such Lessee will not allow the name of any other Person
to be placed on any Unit as designation  that might be interpreted as a claim of
ownership.  Upon the request of Lessor or the Required  Certificate  Purchasers,
each Lessee  shall make the Units  leased by such Lessee  available to Lessor or
any  Certificate  Purchaser,  its agents,  or its  Assignees  for  inspection at
reasonable  times and at  reasonable  locations and upon  reasonable  notice and
shall also make such  Lessee's  records  pertaining  to the Units  available for
inspection,  provided that from and after the occurrence of an Event of Default,
all costs and expenses of Lessor or any Certificate Purchaser in connection with
such inspection shall be borne, jointly and severally, by Lessees.


                                   Article VI

                             Risk of Loss; Insurance

     Section 6.1. Casualty. Upon the occurrence of a Casualty prior to or during
the term of this Lease,  the Lessee of the Unit or Units suffering such Casualty
or Lessee's  Agent shall give  Certificate  Purchasers  and Lessor prompt notice
thereof (a "Casualty Notice"). The Casualty Notice shall specify whether:

          (a) Lessees will, on a joint and several basis, pay to Lessor, for the
     benefit of the  Certificate  Purchasers,  the  Casualty  Amount of the Unit
     suffering such Casualty, which payment shall be made no later than the next
     scheduled  Payment Date occurring  after such Casualty or, if such Casualty
     occurs  during the last 5 Business  Days prior to a Payment  Date,  then no
     later  than the  second  Payment  Date (the  "Casualty  Settlement  Date"),
     provided that in any event the Casualty  Settlement  Date shall be no later
     than the last day of the Lease Term; or

          (b) such  Lessee  will  replace  the Unit  with  respect  to which the
     Casualty has occurred pursuant to the following  provisions of this Section
     6.1,  provided that upon the  occurrence  and during the  continuance of an
     Event of Default or an  Incipient  Default,  Lessees  shall be jointly  and
     severally obligated, at the option of Lessor, to make the payments referred
     to in clause (a) above and shall not be entitled  to exercise  any right or
     election of replacement pursuant to this clause (b).

     If such Lessee has  elected,  or is required,  to pay the  Casualty  Amount
pursuant  to clause (a) above,  Lessees,  on a joint and  several  basis,  shall
continue to make all  payments of Rent due under this Lease until and  including
the Casualty  Settlement Date. Upon payment of the Casualty Amount in respect of
any Unit  suffering a Casualty on such Casualty  Settlement  Date, the remaining
scheduled  payments of Capital  Rent, if any, as well as the amount of the Lease
Balance remaining following the payment of the final installment of Capital Rent
at the end of the Lease Term  (assuming  the  exercise of all  possible  Renewal
Terms) shall each be reduced by an amount equal to the product of the  scheduled
amount of such Capital Rent payment or such remaining Lease Balance, as the case
may be (determined  in each case prior to the receipt of such Casualty  Amount),
multiplied by the Unit Value Fraction of the Unit suffering such Casualty.

     If such Lessee or Lessees'  Agent has given notice that such Lessee intends
to replace the Unit suffering such Casualty,  and such  replacement is permitted
under the foregoing  clause (b), such Lessee may make subject to this Lease, not
more than 60 days after the date of such Casualty Notice, a replacement for such
Unit meeting the suitability  standards hereinafter set forth. To be suitable as
a  replacement  Unit,  an  item  must  be of the  same  general  type,  year  of
construction  (or a later year of  construction),  function,  utility,  state of
repair and operating condition (immediately preceding the Casualty assuming that
such Unit had been  maintained in  accordance  with the terms of Section 5.3) as
the Unit suffering the Casualty,  must have a Fair Market Value of not less than
the Fair Market Value  (immediately  preceding  the Casualty  assuming that such
Unit had been  maintained  in  accordance  with the terms of Section 5.3) of the
Unit  suffering  the  Casualty  and be free and  clear of any Liens  other  than
Permitted  Liens.  Such  Lessee  shall  cause  a Bill  of  Sale  and  Acceptance
Certificate  to  be  executed  and  delivered  to  Lessor  and  the  Certificate
Purchasers  in order to subject such  replacement  item to this Lease,  and upon
such  execution  and  delivery  and the  receipt by Lessor  and the  Certificate
Purchasers of (i) evidence  reasonably  satisfactory  to Lessor of such Lessee's
compliance  with the  insurance  provisions  of Section 6.2 with respect to such
replacement  item,  and (ii) an opinion  of  counsel to such  Lessee in form and
substance reasonably  satisfactory to Lessor opining, among other things, to the
effect that all appropriate  filings,  recordings and other acts have been taken
to protect the right, title and interest of Lessor, on behalf of the Certificate
Purchasers,  in such  replacement  item  and that no  other  filing,  recording,
deposit,  or giving of notice with or to any  Authority  is necessary to protect
such right,  title and interest in such replacement  item, such replacement item
shall be deemed a "Unit" for all purposes hereof.

     If Lessor has received the amount  payable with respect to the Casualty and
all other  amounts due  hereunder  and no Event of Default or Incipient  Default
exists,  the  applicable  Lessee  shall be entitled  to receive  from Lessor the
proceeds of any  recovery  in respect of the Unit from  insurance  or  otherwise
("Casualty  Recoveries"),  and  Lessor,  subject  to the  rights of any  insurer
insuring the Units as provided herein, shall execute and deliver to such Lessee,
or to its assignee or nominee, a quitclaim bill of sale (without representations
or  warranties  except that the Unit is free and clear of Lessor  Liens) for the
Unit,  and such other  documents as may be required to release the Unit from the
terms of this Lease, in such form as may reasonably be requested by such Lessee.
All fees,  costs and expenses  relating to a  substitution  as described  herein
shall be borne by Lessees.  Except as  otherwise  provided in this  Section 6.1,
Lessees shall not be released from their obligations  hereunder in the event of,
and shall bear the risk of, any Casualty to any Unit prior to or during the term
of this Lease and thereafter until all Lessees' obligations  hereunder are fully
performed.

     All Casualty Recoveries (or other payments (including,  without limitation,
insurance  proceeds)  received  at any time by  Lessor  or any  Lessee  from any
Authority or other party with respect to any loss or damage to any Unit or Units
not  constituting  a  Casualty)  (collectively,  "Casualty  Proceeds")  shall be
deposited  into a deposit  account  established by Lessor for the benefit of the
Certificate  Purchasers (the "Deposit  Account").  Any Casualty  Proceeds in the
Deposit Account shall be remitted  promptly to the Lessee of the damaged Unit or
Units after either (i) with respect to a Casualty,  Lessees' compliance with the
requirements of clause (a) or clause (b), as applicable,  of this Section 6.1 or
(ii) with respect to any other loss or damage,  Lessees'  full  compliance  with
Section 5.3.

     Lessees hereby assume all risk of loss, damage, theft, taking, destruction,
confiscation,   requisition,   commandeering,   taking  by  eminent   domain  or
condemnation,  partial  or  complete,  of or to each  Unit,  however  caused  or
occasioned,  such risk to be borne by Lessees with respect to each Unit from the
date of this Lease,  and continuing  until such Unit has been returned to Lessor
in  accordance  with the  provisions  of  Article  XVI.  Lessees  agree  that no
occurrence  specified in the preceding  sentence  shall  impair,  in whole or in
part, any obligation of Lessees under this Lease, including, without limitation,
the obligation to pay Rent.

     Section 6.2.  Insurance  Coverages.  Each Lessee shall at all times, at its
expense, cause to be carried and maintained with financially sound and reputable
insurers,  insurance  against loss or damage to the Units leased by such Lessee,
of the kinds and in the amounts customarily  maintained by prudent  corporations
in similar  circumstances  carrying on similar businesses,  provided that in any
event each Lessee will maintain:

          (a) Property  Insurance -- insurance against risks of physical loss or
     damage with respect to the Units (including, without limitation, earthquake
     insurance) with deductibles  customarily maintained by prudent corporations
     in similar circumstances carrying on similar businesses and in such minimum
     amounts as are consistent with industry standards;  provided, however, that
     at no time  shall the  amount of  coverage  be less than the sum of (x) the
     outstanding  Lease Balance and (y) an amount equal to the aggregate  amount
     of Accrual Rent to be accrued  under this Lease for 90 days  following  the
     date of determination;

          (b) Public  Liability  Insurance -- combined  single  limit  insurance
     against  claims for bodily injury,  death or property  damage in amounts at
     least equal to $35,000,000 single limit per occurrence and with deductibles
     not to exceed $1,000,000 per occurrence; and

          (c) Other Insurance -- such other insurance,  including  comprehensive
     motor vehicle,  worker's compensation and business interruption  insurance,
     in each case of the kinds and, in such  amounts  and against  such risks as
     are customarily maintained by prudent corporations in similar circumstances
     carrying  on  similar  businesses,  including,  with  respect  to  worker's
     compensation insurance, self-insurance to the extent customarily maintained
     by  prudent  corporations  in  similar  circumstances  carrying  on similar
     businesses.

     Such insurance shall be written by reputable  insurance  companies that are
financially sound and solvent,  rated in Best's Insurance Guide or any successor
thereto  (or if  there be  none,  an  organization  having  a  similar  national
reputation) with a general  policyholder rating of "A" and a financial rating of
at least "X" or otherwise  acceptable to Lessor.  All such insurance  shall name
Lessor and the Certificate  Purchasers as additional insureds or as loss-payees,
as their respective interests may appear, and, as sole loss payees to the extent
such claims relate to the Units subject to this Lease.  Each policy  referred to
in this  Section  6.2 shall  provide  that (i) it will not be  cancelled  or its
limits  reduced,  or allowed to lapse without renewal or changed in any material
manner,  except  after not less than 30 days'  written  notice to Lessor and the
Certificate  Purchasers;  (ii)  the  interests  of  Lessor  and the  Certificate
Purchasers  shall not be  invalidated  by any act or negligence of, or breach of
representation  or warranty  by, any Lessee or any Person  having an interest in
any Unit;  (iii) such  insurance is primary with respect to any other  insurance
carried by or available to Lessor  and/or any  Certificate  Purchaser;  (iv) the
insurer shall waive any right of  subrogation,  setoff,  counterclaim,  or other
deduction,   whether  by  attachment  or  otherwise,   against  Lessor  and  the
Certificate  Purchasers;  (v) the  insurer  shall  waive  any right to claim any
premiums or commission  against Lessor or any  Certificate  Purchaser;  and (vi)
such policy shall  contain a  cross-liability  clause  providing for coverage of
Lessor and each Certificate Purchaser as if separate policies had been issued to
each of them.  Lessees or  Lessees'  Agent will  notify  Lessor and  Certificate
Purchasers promptly of any policy  cancellation,  reduction in policy limits, or
of any  modification  or  amendment  which  could  adversely  affect  Lessor  or
Certificate Purchasers.

     Section 6.3.  Insurance  Certificates.  Prior to the initial Delivery Date,
and  thereafter  not  less  than 15 days  prior to the  expiration  dates of the
expiring policies  theretofore  delivered pursuant to Section 6.2, Lessees shall
deliver  to Lessor and the  Certificate  Purchasers  certificates  issued by the
insurer(s)  for the  insurance  maintained  pursuant to Section  6.2;  provided,
however,  that if the delivery of any certificate is delayed,  Lessees shall not
be deemed to be in violation of the obligation to deliver such  certificate  if,
within  such 15 day period,  Lessees  deliver an  executed  binder with  respect
thereto and thereafter  delivers the certificate upon receipt thereof.  Upon the
request of Lessor or the Required Certificate  Purchasers,  Lessees will furnish
to  Lessor  and the  Certificate  Purchasers  a  certificate  of an  independent
insurance  broker of  recognized  standing  evidencing  the  maintenance  of all
insurance required hereunder.


                                   Article VII

                                 Indemnification

     Section  7.1.  General  Indemnification.  Whether  or not the  transactions
contemplated  hereby  are  consummated,  to  the  fullest  extent  permitted  by
Applicable Laws and Regulations, Lessees hereby, jointly and severally

          (x) waive and release any Claims now or hereafter existing against any
     Indemnitee on account of, and

          (y) assume liability for and agree to indemnify, protect, defend, save
     and keep harmless each Indemnitee on an after-tax basis (in accordance with
     Section 7.4) from and against,

any and all Claims of every kind and nature  whatsoever  that may be imposed on,
incurred  by, or asserted  against any  Indemnitee,  which are not  directly and
primarily caused by the gross negligence or willful misconduct of the Indemnitee
(provided  that the  indemnification  provided  under  this  Section  7.1  shall
specifically  include  matters  based on or arising from the  negligence  of any
Indemnitee),  whether or not such Indemnitee shall also be indemnified as to any
such Claim by any other  Person and whether or not such Claim  arises or accrues
prior to the Delivery Date or after the  Termination  Date, and which relates in
any way to or arises in any way out of:

          (a)  any  of the  Operative  Documents  or  any  of  the  transactions
     contemplated  thereby,  or any  investigation,  litigation or proceeding in
     connection therewith, and any amendment,  modification or waiver in respect
     thereof;

          (b) the Units or any Part thereof or interest therein;

          (c) the acquisition, mortgaging, design, manufacture,  re-manufacture,
     construction,     preparation,    installation,    inspection,    delivery,
     non-delivery,   acceptance,  rejection,  purchase,  ownership,  possession,
     rental, lease, sublease,  repossession,  maintenance,  repair,  alteration,
     modification,  addition or  substitution,  storage,  titling or  retitling,
     transfer  of  title,  registration  or  re-registration,  redelivery,  use,
     operation,  condition,  financing,  refinancing,  sale (including,  without
     limitation,  any sale  pursuant to Section 11.1 of this  Lease),  return or
     other  application  or disposition of the Units or any Unit or Part thereof
     or the  imposition  of any Lien (or incurring of any liability to refund or
     pay  over  any  amount  as a  result  of any  Lien)  on  any of the  Units,
     including,  without  limitation,  (i) Claims or penalties  arising from any
     violation of Applicable Laws and  Regulations or in tort (strict  liability
     or  otherwise),  (ii)  loss of or  damage  to the  environment  (including,
     without limitation,  investigation  costs,  cleanup costs,  response costs,
     remediation  and  removal  costs,  costs  of  corrective  action,  costs of
     financial assurance, and all other damages, costs, fees and expenses, fines
     and penalties,  including natural resource damages),  or death or injury to
     any Person,  and any mitigative  action required by or under  Environmental
     Laws, (iii) latent or other defects, whether or not discoverable,  and (iv)
     any Claim for patent, trademark or copyright infringement;

          (d) the  sale or other  disposition  of any of the  Units,  including,
     without limitation,  any disposition pursuant to the Sale Option,  Purchase
     Option or as a result of the exercise of remedies;

          (e) the offer, issuance, sale or delivery of the Certificates;

          (f) the breach or alleged  breach by any Lessee,  Parent  Guarantor or
     any Subsidiary  Guarantor of any  representation  or warranty made by it or
     deemed made by it in any Operative Document;

          (g) the  transactions  contemplated  hereby or by any other  Operative
     Document  in respect of the  application  of Parts 4 and 5 of Subtitle B of
     Title I of  ERISA  and any  prohibited  transaction  described  in  Section
     4975(c) of the Code;

          (h) any Claims  related to the Release from any Unit of any  substance
     into the environment,  including (without limitation) Claims arising out of
     the use of any Unit for the  transportation  or  storage  of any  Hazardous
     Material;

          (i) any failure on the part of any  Lessee,  Parent  Guarantor  or any
     Subsidiary  Guarantor  to  perform  or comply  with any of the terms of any
     Operative Document to which it is a party; or

          (j) any other  agreement  entered  into or  assumed  by any  Lessee in
     connection with any Unit.

     It is expressly understood and agreed that this Section 7.1 shall not apply
to Claims in respect of:

          (A) Taxes (such  Claims  being  subject to Section  7.2),  except with
     respect to (1) taxes or  penalties  included in Claims  described in clause
     (g)  above,  and (2) any  payment  necessary  to make  payments  under this
     Section 7.1 in accordance with Section 7.4;

          (B)  as to an  Indemnitee,  Lessor  Liens  which  such  Indemnitee  is
     responsible for discharging under the Operative Documents; and

          (C) the gross  negligence or willful  misconduct of such Indemnitee or
     any Affiliate, agents, officers directors, servants or employees thereof.

     Section  7.2.  General  Tax  Indemnity.  (a)  Lessees  shall,  jointly  and
severally,  pay,  defend and indemnify and hold each  Indemnitee  harmless on an
after-tax  basis (in  accordance  with  Section  7.4) from any and all  Federal,
state,  local and foreign  Taxes  imposed on or with respect to or in connection
with any Indemnitee,  the Units or any portion thereof,  any Operative Document,
any Lessee or any  sublessee  or user of any Unit,  howsoever  imposed,  whether
levied or imposed upon or asserted against any Indemnitee, any Unit, or any Part
thereof,  by any  taxing  Authority  (including  any  Federal,  state  or  local
government or taxing  Authority in the United States and any taxing Authority or
governmental subdivision of a foreign country), upon or with respect to:

          (i) the acquisition, mortgaging, design, manufacture,  re-manufacture,
     construction,     preparation,    installation,    inspection,    delivery,
     non-delivery,   acceptance,  rejection,  purchase,  ownership,  possession,
     rental, lease, sublease,  repossession,  maintenance,  repair,  alteration,
     modification,  addition or  substitution,  storage,  titling or  retitling,
     transfer  of  title,  registration  or  re-registration,  redelivery,  use,
     operation,  condition,  financing,   refinancing,  sale,  return  or  other
     application  or disposition of the Units or any Unit or Part thereof or the
     imposition  of any Lien (or  incurrence  of any  liability to refund or pay
     over any amount as a result of any Lien) thereon,

          (ii) Basic  Rent or  Supplemental  Rent or the  receipts  or  earnings
     arising from or received  with respect to the Units or any Unit or any Part
     thereof,  or any  interest  therein  or any  applications  or  dispositions
     thereof,

          (iii) any other  amount paid or payable  pursuant  to this Lease,  the
     Certificates or any other Operative Documents,

          (iv)  the  Units  or any  Unit or any  Part  thereof  or any  interest
     therein,

          (v)  all or  any  of the  Operative  Documents,  any  other  documents
     contemplated thereby and any amendments and supplements thereto, and

          (vi) otherwise with respect to or in connection with the  transactions
     contemplated by the Operative Documents;

provided,  however,  that the indemnification  obligation of this Section 7.2(a)
shall  not  apply  to  (1)  Taxes  which  are  based  upon  or  measured  by the
Indemnitee's  net income or which are expressly in substitution  for, or relieve
Indemnitee  from,  any actual Tax based upon or  measured  by  Indemnitee's  net
income  (other than any such Taxes imposed by means of  withholding);  (2) Taxes
characterized under local law as franchise,  net worth, or shareholder's capital
(excluding,  however, any value-added,  license, property or similar Taxes); and
(3) if no Event of Default  exists,  Taxes  based upon the  voluntary  transfer,
assignment or disposition by Lessor or any Certificate Purchaser of any interest
in any of the Units (other than  transfers  pursuant to the exercise of the Sale
Option or the Purchase Option,  or any other transfer to any Lessee or otherwise
pursuant to this Lease).  Notwithstanding  the proviso of the preceding sentence
of this Section 7.2(a), Lessees shall, jointly and severally,  pay or reimburse,
and indemnify and hold harmless,

          (A) any  Indemnitee  against  any Tax based on, or measured by the net
     income of, such  Indemnitee  imposed by any Federal,  state or local taxing
     Authority  in the  United  States  (or any  taxing  Authority  in any other
     jurisdiction  in which such  Indemnitee  maintains its  principal  place of
     business)  to the  extent  such Tax would not have been  imposed  if on the
     Delivery Date the  Certificate  Purchasers  had advanced  funds directly to
     Lessees in the form of a loan  secured  by the Units in an amount  equal to
     the aggregate  amount funded by the Certificate  Purchasers on the Delivery
     Date, with the debt service for such loan equal to the rents provided under
     this Lease and a principal balance due at the end of such term in an amount
     equal to the Lease Balance remaining at the end of the Lease Term, or

          (B) any  Indemnitee  which is not  incorporated  under the laws of the
     United  States  or a state  thereof  and which has  complied  with  Section
     7.2(c),  from any deduction or  withholding  of any United  States  Federal
     income tax.

     All of the indemnities contained in this Section 7.2 shall continue in full
force and effect  notwithstanding  the expiration or earlier termination of this
Lease in whole or in part,  including the termination of this Lease with respect
to any Unit or all of the Units,  and are expressly made for the benefit of, and
shall be enforceable by, each Indemnitee.

     (b)  Lessees  or  Lessees'  Agent  will  promptly   notify  Lessor  or  the
Certificate  Purchasers  of all  reports  or  returns  required  to be made with
respect to any Tax with  respect to which  Lessees  are  required  to  indemnify
hereunder,  and will, if permitted by Applicable Laws and Regulations,  file the
same.  If Lessees are not  permitted  to so file,  Lessees  shall  prepare  such
reports  or  returns  for  signature  by  Lessor or the  applicable  Certificate
Purchaser and shall forward the same, together with immediately  available funds
for payment of any Tax due, to Lessor or such  Certificate  Purchaser,  at least
ten (10) days in advance of the date such  payment is to be made.  Upon  written
request,  Lessees shall furnish Lessor or any Certificate  Purchaser with copies
of all paid receipts or other appropriate evidence of payment for all Taxes paid
by Lessees pursuant to this Section 7.2.

     (c) At least  five (5)  Business  Days prior to the first date on which any
payment is due under this Lease for the account of any Certificate Purchaser not
incorporated  under  the laws of the  United  States  or a state  thereof,  such
Certificate  Purchaser  agrees that it will have delivered to Lessees' Agent and
Lessor two duly completed  copies of United States Internal Revenue Service Form
1001 or 4224,  certifying  in either  case that such  Certificate  Purchaser  is
entitled to receive payments under the Operative  Documents without deduction or
withholding of any United States Federal income taxes,  or at a reduced rate, if
applicable.  Each  Certificate  Purchaser  which so delivers a Form 1001 or 4224
further undertakes to deliver to Lessees' Agent and Lessor two additional copies
of such form (or a successor  form) on or before the date that such form expires
(currently,  three successive calendar years for Form 1001 and one calendar year
for  Form  4224) or  becomes  obsolete  or after  the  occurrence  of any  event
requiring  a  change  in the most  recent  forms so  delivered  by it,  and such
amendments  thereto or  extensions  or  renewals  thereof  as may be  reasonably
requested  by  Lessees'  Agent or  Lessor,  in each  case  certifying  that such
Certificate  Purchaser  is  entitled  to receive  payments  under the  Operative
Documents  without  deduction or withholding of any United States Federal income
taxes,  unless an event (including any change in treaty,  law or regulation) has
occurred  prior to the  date on  which  any such  delivery  would  otherwise  be
required which renders all such forms  inapplicable  or which would prevent such
Certificate  Purchaser  from duly  completing  and delivering any such form with
respect to it and such Certificate  Purchaser  advises Lessees' Agent and Lessor
that it is not capable of receiving  payments  without any withholding of United
States Federal income tax.

     Section 7.3.  Excessive Use Indemnity.  In the event that at the end of the
Lease Term: (a) Lessees elects the Sale Option;  and (b) after paying to Lessor,
for the benefit of the  Certificate  Purchasers,  any amounts due under  Section
11.1(c), Proceeds and the Sale Recourse Amount, the Lease Balance shall not have
been  reduced to zero,  then  Lessees  shall  promptly  pay over to  Certificate
Purchasers  the shortfall  unless  Lessees  deliver a report from an independent
appraiser in form and substance  satisfactory to Lessor which  establishes  that
the decline in value in the Units from the aggregate amount anticipated for such
date in the  Appraiser's  report  delivered  with  respect  to each  Unit on the
Delivery Date was not due to the excessive use of any Unit,  failure to maintain
any Unit,  modifications  or alteration  which reduce the value of any Unit, any
adverse  change  in the  environmental  condition  of any  Unit,  any  defect or
exception to title of any Unit or any other cause or condition  within the power
of Lessees to control or affect, differing from ordinary wear and tear.

     Section  7.4.  Gross  Up.  If an  Indemnitee  shall  not be  entitled  to a
corresponding  and equal  deduction  with  respect  to any  payment or Tax which
Lessees  are  required to pay or  reimburse  under any other  provision  of this
Article  VII (each such  payment or  reimbursement  under this  Article  VII, an
"original  payment")  and  which  original  payment  constitutes  income to such
Indemnitee,  then Lessees  shall pay to such  Indemnitee  on a joint and several
basis on demand the  amount of such  original  payment on a gross-up  basis such
that,  after  subtracting  all Taxes imposed on such  Indemnitee with respect to
such original  payment by Lessees  (including any Taxes otherwise  excluded from
the  indemnification  provided  under  Section 7.2 and assuming for this purpose
that such  Indemnitee was subject to taxation at the highest  Federal,  state or
local  marginal  rates  applicable to widely held  corporations  for the year in
which such income is  taxable),  such  payments  shall be equal to the  original
payment to be received  (net of any  credits,  deductions  or other tax benefits
then actually  recognized  that arise from the payment by such Indemnitee of any
amount, including taxes, for which the payment to be received is made).

     Section  7.5.   Increased   Capital  Costs.   If  any  change  in,  or  the
introduction,  adoption,  effectiveness,  interpretation,   reinterpretation  or
phase-in of, any law or regulation,  directive,  guideline,  decision or request
(whether or not having the force of law) of any court, central bank regulator or
other Authority  ("Change in Law") affects or would affect the amount of capital
required or expected to be maintained by any Certificate  Purchaser  directly or
by its parent company (including,  without limitation,  any reserve requirements
specified under  regulations  issued from time to time by the Board of Governors
of the  Federal  Reserve  System and then  applicable  to assets or  liabilities
consisting of and including "Eurocurrency  Liabilities" as defined in Regulation
D of such Board of Governors) and such Certificate  Purchaser determines (in its
sole and  absolute  discretion)  that the rate of return  on it or its  parent's
capital as a  consequence  of any  Funding  made by such  Certificate  Purchaser
hereunder  to pay its share of the  Purchase  Price is reduced to a level  below
that which such Certificate  Purchaser or its parent could have achieved but for
the occurrence of any such  circumstances,  then, in any such case, upon written
notification from time to time by such Certificate  Purchaser to Lessees' Agent,
Lessees shall,  within five (5) Business Days following receipt of the statement
referred to in the next  sentence,  pay on a joint and several basis directly to
such Certificate Purchaser,  as Supplemental Rent, additional amounts sufficient
to compensate  Certificate Purchaser or its parent for such reduction in rate of
return  (subject to Section 7.4). A statement of a  Certificate  Purchaser as to
any such  additional  amount  or  amounts  (including  calculations  thereof  in
reasonable  detail) shall,  in the absence of manifest  error, be conclusive and
binding on Lessees. In determining such amount, each Certificate Purchaser shall
use  any  method  of  averaging  or  attribution  that  it  (in  its  reasonable
discretion) shall deem applicable.

     Section  7.6.  LIBO Rate  Illegal,  Unavailable  or  Impracticable.  If any
Certificate  Purchaser shall determine in good faith (which determination shall,
upon notice  thereof to Lessees'  Agent,  be conclusive  and binding on Lessees)
that

          (a) a change in law makes it  unlawful,  or the central  bank or other
     Authority  asserts that it is unlawful,  for such Certificate  Purchaser to
     make,  continue  or  maintain  any amount of such  Certificate  Purchaser's
     investment hereunder on a LIBO Rate basis,

          (b)  deposits in Dollars  (in the  applicable  amounts)  are not being
     offered  to such  Certificate  Purchaser  in the  relevant  market  for the
     applicable Rent Period,  or that by reason of  circumstances  affecting the
     interbank  eurodollar market adequate and reasonable means do not exist for
     ascertaining the applicable LIBO Rate, or

          (c) the LIBO Rate, as determined by Lessor,  will not  adequately  and
     fairly  reflect the cost to such  Certificate  Purchaser of  maintaining or
     funding its investments for the applicable Rent Period,  or that the making
     or funding of such Certificate  Purchaser's  investment hereunder on a LIBO
     Rate basis has become impracticable as a result of an event occurring after
     the date of this Lease which in the opinion of such  Certificate  Purchaser
     materially changes such investment,

then the obligations of such Certificate Purchaser to make, continue or maintain
any such investment shall, upon such determination, forthwith be suspended until
such Certificate  Purchaser shall notify Lessees' Agent that such  circumstances
no longer exist,  and all Accrual Rent allocable to such  Certificate  Purchaser
shall  automatically  be determined  on a Base Rate basis  beginning on the next
immediately  succeeding Payment Date with respect thereto or sooner, if required
by such law, assertion or determination.

     Section 7.7.  Funding Losses.  Lessees agree, on a joint and several basis,
to  reimburse  any  Certificate  Purchaser  for  any  loss or  expense  incurred
(including  any  loss or  expense  incurred  by  reason  of the  liquidation  or
reemployment of deposits or other funds acquired by such  Certificate  Purchaser
to make, continue or maintain any portion of its investment  hereunder on a LIBO
Rate basis) as a result of (i) the failure of the  transaction  contemplated  by
Article II to occur on or before the  Delivery  Date  specified  in the Delivery
Date Notice or (ii) any  payment of all or any portion of the Lease  Balance for
any reason on a date  other than a Payment  Date.  Certificate  Purchaser  shall
promptly  notify Lessees' Agent in writing of the amount of any claim under this
Section 7.7, the reason or reasons  therefor and the additional  amount required
fully to compensate such  Certificate  Purchaser for such loss or expense.  Such
written notice (which shall include calculations in reasonable detail) shall, in
the absence of manifest error, be conclusive and binding on Lessees.

     Section 7.8. Actions of Affected Certificate  Purchasers.  Each Certificate
Purchaser shall use reasonable efforts  (including  reasonable efforts to change
the booking office for this  transaction) to avoid or minimize any amounts which
might otherwise be payable pursuant to Section 7.5; provided, however, that such
efforts  shall  not be  deemed  by  such  Certificate  Purchaser,  in  its  sole
discretion,  to be  disadvantageous  to it.  In the event  that such  reasonable
efforts are insufficient to avoid or minimize such amounts that might be payable
pursuant  to  Section  7.5,  then  such  Certificate  Purchaser  (the  "Affected
Certificate  Purchaser")  shall use its  reasonable  efforts to  transfer to any
other Certificate Purchaser approved by Lessees' Agent (which itself is not then
an  Affected  Certificate  Purchaser)  its  rights  and  obligations  hereunder;
provided,  however,  that such  transfer  shall  not be deemed by such  Affected
Certificate  Purchaser,  in its sole  discretion,  to be  disadvantageous  to it
(other than the economic disadvantage of ceasing to be a Certificate Purchaser).
In the event that the Affected Certificate  Purchaser is unable, or otherwise is
unwilling,  so to  transfer  its  rights  and  obligations,  Lessees'  Agent may
designate  an  alternate   financial   institution   to  purchase  the  Affected
Certificate  Purchaser's rights and obligations hereunder,  at the amount of the
portion of the then  outstanding  Lease  Balance  allocable to such  Certificate
Purchaser  plus  accrued  Accrual  Rent on such  portion  of the Lease  Balance,
indemnities,  and other amounts owing to such Certificate Purchaser and, subject
to the  provisions  of Section 7.7 and Article  XIV,  the  Affected  Certificate
Purchaser shall transfer its rights and obligations to such alternate  financial
institution and such alternate financial  institution shall become a Certificate
Purchaser hereunder.


                                  Article VIII

                           Events of Default; Remedies

     Section 8.1. Events of Default.  The following shall  constitute  events of
default (each an "Event of Default") hereunder:

          (a) any payment of Rent, Lease Balance,  Administrative  Charge or any
     other payment payable by any Lessee  hereunder or under any other Operative
     Document  (including  without  limitation,  any amount payable  pursuant to
     Article VII) or any amounts  payable by Parent  Guarantor  under the Parent
     Guaranty or any Subsidiary  Guarantor  under the Subsidiary  Guaranty shall
     not be paid when due, and such  payment  shall be overdue for a period of 3
     Business Days;

          (b) Any representation or warranty of any Lessee,  Parent Guarantor or
     any Subsidiary  Guarantor contained herein, in any other Operative Document
     or in any  document  furnished  to any  Certificate  Purchaser or Lessor in
     connection herewith is incorrect,  incomplete or misleading in any material
     respect when made, deemed made or reaffirmed, as the case may be;

          (c) Any Lessee shall default in the  performance  or observance of any
     term,  covenant,  condition  or  agreement  on its part to be  performed or
     observed  under  Section  5.2,  Section  5.5,  Section 6.2 or Article XI or
     Section 13.1(d);

          (d) Parent Guarantor shall default in the performance or observance of
     any term,  covenant,  condition or agreement on its part to be performed or
     observed  under  clauses  (c)  through  (n) of  Article  IV of  the  Parent
     Guaranty;

          (e) Any Lessee,  Parent  Guarantor or any Subsidiary  Guarantor  shall
     default in the  performance  or  observance  of any other  term,  covenant,
     condition or agreement on its part to be performed or observed hereunder or
     under  any  other  Operative  Document  (and not  constituting  an Event of
     Default under any other clause of this Section 8.1), and such default shall
     continue  unremedied  for a period of 30 days after the earlier to occur of
     (i)  written  notice  thereof  by Lessor or any  Certificate  Purchaser  to
     Lessees' Agent, Parent Guarantor or such Subsidiary Guarantor,  as the case
     may be, or (ii) a  Responsible  Officer  of any Lessee or  Lessee's  Agent,
     Parent  Guarantor  or such  Subsidiary  Guarantor,  as the case may be, has
     knowledge thereof;

          (f) (i) Any Lessee,  Parent Guarantor or any of its Subsidiaries shall
     generally  fail to pay, or admit in writing its inability to pay, its debts
     as they become due, or shall voluntarily commence any case or proceeding or
     file any  petition  under any  bankruptcy,  insolvency  or  similar  law or
     seeking dissolution,  liquidation or reorganization or the appointment of a
     receiver,  agent,  custodian,  liquidator or similar Person for itself or a
     substantial portion of its property, assets or business or to effect a plan
     or other arrangement with its creditors, or shall file any answer admitting
     the  jurisdiction  of  the  court  and  the  material  allegations  of  any
     involuntary  petition  filed  against it in any  bankruptcy,  insolvency or
     similar case or proceeding, or shall be adjudicated bankrupt, or shall make
     a general assignment for the benefit of creditors,  or shall consent to, or
     acquiesce in the appointment of, a receiver,  agent, custodian,  liquidator
     or  similar  Person for itself or a  substantial  portion of its  property,
     assets or  business,  or (ii) action  shall be taken by any Lessee,  Parent
     Guarantor  or any of its  Subsidiaries  for the  purpose  of  effectuating,
     authorizing or furthering any of the foregoing;

          (g)  involuntary  proceedings  or an  involuntary  petition  shall  be
     commenced  or filed  against any  Lessee,  Parent  Guarantor  or any of its
     Subsidiaries under any bankruptcy, insolvency or similar law or seeking the
     dissolution, liquidation or reorganization of such Lessee, Parent Guarantor
     or such  Subsidiary or the  appointment  of a receiver,  agent,  custodian,
     liquidator or similar Person for any Lessee, Parent Guarantor or any of its
     Subsidiaries or of a substantial  part of the property,  assets or business
     of such Lessee, Parent Guarantor or such Subsidiary, or any writ, judgment,
     warrant of  attachment,  execution  or similar  process  shall be issued or
     levied  against a substantial  part of the property,  assets or business of
     such Lessee,  Parent Guarantor or such Subsidiary,  and such proceedings or
     petition shall not be dismissed or stayed, or such writ, judgment,  warrant
     of attachment,  execution or similar process shall not be released, vacated
     or fully bonded, within 60 days after commencement,  filing or levy, as the
     case may be;

          (h) there shall have occurred any event of default in the  performance
     or observance of any  obligation or condition with respect to any amount or
     amounts of  Indebtedness  or other amounts under a synthetic lease owing by
     or guaranteed by any Lessee,  Parent  Guarantor or any of its  Subsidiaries
     the effect of which is to cause or permit the  acceleration of the maturity
     of  Indebtedness  having  a  principal  amount  or  other  amounts  under a
     synthetic lease in excess of $10,000,000 (individually or in the aggregate)
     prior to its expressed or stated  maturity or to permit the  beneficiary of
     any such  guarantee  of  indebtedness  having a  principal  amount or other
     amounts under a synthetic lease in excess of $10,000,000  (individually  or
     in the aggregate) to make a demand for payment or performance thereunder;

          (i) any of the  following  occurs:  (A) any  Reportable  Event,  which
     Lessor determines in good faith constitutes  grounds for the termination of
     any Plan by the PBGC or the  appointment  of a  trustee  to  administer  or
     liquidate any Plan, shall have occurred and be continuing;  (B) proceedings
     shall have been  instituted or other action taken to terminate any Plan, or
     a termination  notice shall have been filed with respect to any Plan; (C) a
     trustee shall be appointed to  administer  or liquidate  any Plan;  (D) the
     PBGC shall give notice of its intent to institute  proceedings to terminate
     any Plan or Plans or to appoint a trustee to  administer  or liquidate  any
     Plan;  and, in the case of the  occurrence  of (A),  (B), (C) or (D) above,
     Lessor  determines  in good  faith  that the  amount of Parent  Guarantor's
     liability is likely to exceed 10% of its  Consolidated  Tangible Net Worth;
     (E) Parent  Guarantor or any of its ERISA Affiliates shall fail to make any
     contributions  when  due to a Plan  or a  Multiemployer  Plan;  (F)  Parent
     Guarantor or any of its ERISA Affiliates shall make any amendment to a Plan
     with respect to which security is required under Section 307 of ERISA;  (G)
     Parent Guarantor or any of its ERISA  Affiliates shall withdraw  completely
     or partially from a Multiemployer  Plan; (H) Parent Guarantor or any of its
     ERISA  Affiliates  shall withdraw (or shall be deemed under Section 4062(e)
     of ERISA to withdraw) from a Multiple  Employer Plan; or (I) any applicable
     laws are adopted,  changed or  interpreted by any Authority with respect to
     or otherwise  affecting one or more Plans,  Multiemployer  Plans or Benefit
     Arrangements  and, with respect to any of the events specified in (E), (F),
     (G), (H) or (I),  Lessor  determines in good faith that any such occurrence
     would be  reasonably  likely to materially  and adversely  affect the total
     enterprise represented by Parent Guarantor and its ERISA Affiliates;

          (j) any Operative  Document or the Lien granted under this Lease shall
     (except in  accordance  with its  terms),  in whole or in part,  terminate,
     cease to be  effective  or  cease  to be the  legally  valid,  binding  and
     enforceable  obligation of any Lessee,  Parent  Guarantor or any Subsidiary
     Guarantor,  as the  case  may be,  or any  Lessee,  Parent  Guarantor,  any
     Subsidiary  Guarantor  or  any  of  their  Affiliates  shall,  directly  or
     indirectly,  contest  in any manner the  effectiveness,  validity,  binding
     nature or enforceability thereof; or the Lien securing Lessees' obligations
     under the Operative  Documents  shall,  in whole or in part,  cease to be a
     perfected first priority security interest;

          (k) a final  judgment or final  judgments for the payment of money are
     entered by a court or courts of competent  jurisdiction against any Lessee,
     Parent  Guarantor or any of its Subsidiaries and such judgment or judgments
     remain  undischarged,  unbonded  or  unstayed  for a period  (during  which
     execution shall not be effectively stayed) of 30 days;  provided,  that the
     aggregate of all such judgments exceeds $10,000,000; or

          (l) any Event of Default (as defined in the Revolving Credit Facility)
     shall have occurred under the Revolving Credit Facility.

     Section 8.2.  Remedies.  If any Event of Default exists,  Lessor shall have
the rights, options and remedies of a secured party under the UCC (regardless of
whether the UCC or a law  similar  thereto  has been  enacted in a  jurisdiction
wherein  the  rights or  remedies  are  asserted),  and,  without  limiting  the
foregoing,   Lessor  also  may  exercise,  at  the  direction  of  the  Required
Certificate  Purchasers,  in any  order  one  or  more  or all of the  following
remedies (it being  understood that no remedy herein conferred is intended to be
exclusive of any other  remedy or  remedies,  but each and every remedy shall be
cumulative and shall be in addition to every other remedy given herein or now or
hereafter existing at law or in equity or by statute):  (i) terminate this Lease
by notice in writing to Lessees'  Agent,  but  Lessees  shall  remain  liable as
hereinafter  provided;  (ii) declare the entire  outstanding Lease Balance to be
due  and  payable,   together   with  accrued   unpaid  Rent,   any   Applicable
Administrative  Charge,  and any  other  amounts  payable  under  the  Operative
Documents  (and the  payment  of such  amounts  shall be the joint  and  several
obligations of Lessees);  (iii) enforce the Lien given hereunder pursuant to the
UCC or any other law; (iv) enter upon the premises  where any of the  Collateral
may be and take  possession  of all or any of such  Collateral;  (v)  proceed by
appropriate  court  action or  actions  either at law or in  equity,  to enforce
performance by Lessees of the  applicable  covenants of this Lease or to recover
damages for the breach thereof;  and (vi) require Lessees to assemble and return
the Units as provided below.

     If Lessor  exercises  the option set forth in clause  (vi)  above,  Lessees
shall, at their own expense, forthwith deliver exclusive possession of the Units
to Lessor  for the  benefit of the  Certificate  Purchasers,  at a  location  or
locations designated by Lessor in the 48 contiguous United States, together with
a copy of an inventory  list of the Units then  subject to this Lease,  all then
current  plans,  specifications  and operating,  maintenance  and repair manuals
relating  to the Units that have been  received or prepared by Lessees and their
Affiliates,  appropriately  protected and in the condition required by Article V
hereof (and in any event in condition to be placed in immediate revenue service)
and free and clear of all Liens  (other than the Liens  described in clauses (i)
through (iv) of the definition of Permitted Liens). In addition,  Lessees shall,
for 180 days after redelivery of the Units, maintain (or cause to be maintained)
the Units in the condition required by Article V and free and clear of all Liens
(other than the Liens described in clauses (i) through (iv) of the definition of
Permitted  Liens),  store the Units  without  cost to Lessor or any  Certificate
Purchaser and keep all of the Units insured in accordance with Section 6.2. This
paragraph shall survive termination of this Lease.

     Notwithstanding the foregoing,

          (a) if any Event of Default  described  in Section  8.1(a)  shall have
     occurred and be continuing Lessor may, by notice to Lessees' Agent, declare
     the then outstanding  Lease Balance to be due and payable together with all
     accrued  Accrual Rent, any Applicable  Administrative  Charge,  any amounts
     payable  pursuant to Section 7.7, and any other amounts accrued and payable
     under the Operative Documents (and the payment of such amounts shall be the
     joint and several obligations of Lessees); and

          (b) if any Event of  Default  described  in  Section  8.1(f) or 8.1(g)
     shall have occurred and be continuing,  then the entire  outstanding  Lease
     Balance, any Applicable Administrative Charge, and all accrued Accrual Rent
     and other amounts payable under the Operative Documents shall automatically
     and  immediately  become  due and  payable,  without  presentment,  demand,
     notice,  declaration,  protest or other  requirements  of any kind,  all of
     which are hereby expressly waived.

     Section 8.3. Sale of  Collateral.  In addition to the remedies set forth in
Section  8.2,  if any Event of  Default  shall  occur,  Lessor  may,  but is not
required to, sell the Collateral in one or more sales. Any Certificate Purchaser
and Lessor may purchase  all or any part of the  Collateral  at such sale.  Each
Lessee  acknowledges that sales for cash or on credit to a wholesaler,  retailer
or  user  of  such  Collateral,  or  at  public  or  private  auction,  are  all
commercially  reasonable.  Any notice required by law of intended disposition by
Lessor shall be deemed  reasonably  and properly given if given at least 10 days
before such disposition.

     Section 8.4. Application of Proceeds. The proceeds of such sale or exercise
of other remedies shall be applied in the following order:

          (a) First,  to the payment of costs and  expenses of each  Certificate
     Purchaser  and  Lessor  in  exercising  remedies,   including  expenses  of
     foreclosure or suit, if any, and of any sale, and of all other proper fees,
     expenses, liabilities and advances (including reasonable legal expenses and
     attorneys' fees) of each Certificate Purchaser and Lessor and of all taxes,
     assessments  or liens  superior to the lien of these  presents,  except any
     taxes, assessments or superior lien subject to which any sale of Collateral
     may have been made;

          (b) Second, to the other amounts, except those specified in clause (c)
     below, which under the terms of this Lease have accrued;

          (c) Third, to the aggregate  outstanding  Lease Balance,  plus any due
     but unpaid Administrative Charge or Rent, plus any unpaid interest accruing
     because  of the late  payment of the Lease  Balance  or any  Administrative
     Charge  to the date of  distribution,  in each  case,  in  accordance  with
     Section 3.2 of the Trust Agreement; and

          (d) Fourth,  to the payment of the surplus,  if any, to whomsoever may
     be lawfully  entitled to receive the same  (including  Lessees),  or, if no
     other Person is lawfully entitled to such surplus, to Lessees.

     If there is a  deficiency  in any amounts due  hereunder  after  Lessor has
exercised remedies, Lessees will promptly pay the same to Lessor.

     Section 8.5. Right to Perform  Obligations.  If any Lessee fails to perform
any of its  agreements  contained  herein,  whether  or not an Event of  Default
exists, Lessor may perform such agreement, and the fees and expenses incurred by
Lessor in connection with such performance  together with interest thereon shall
be payable by Lessees upon demand.  Interest on fees and expenses so incurred by
Lessor  shall  accrue as provided  in Section 4.6 from the date such  expense is
incurred until paid in full.

     Section 8.6. Power of Attorney. Each Lessee unconditionally and irrevocably
appoints  Lessor as its true and  lawful  attorney-in-fact,  with full  power of
substitution, to the extent permitted by Applicable Laws and Regulations, in its
name and stead and on its  behalf,  for the  purpose of  effectuating  any sale,
assignment,  transfer  or  delivery  hereunder,  if an Event of Default  occurs,
whether pursuant to foreclosure or power of sale or otherwise, and in connection
therewith  to execute and deliver  all such deeds,  bills of sale,  assignments,
releases  (including releases of this Lease on the records of any Authority) and
other  proper  instruments  as  Lessor  may  reasonably  consider  necessary  or
appropriate.  Each Lessee  ratifies and  confirms all that such  attorney or any
substitute  shall  lawfully do by virtue  hereof.  If requested by Lessor or any
purchaser,  Lessees  shall ratify and confirm any such lawful sale,  assignment,
transfer or delivery by executing and  delivering  to Lessor or such  purchaser,
all deeds, bills of sale, assignments,  releases and other proper instruments to
effect such  ratification  and  confirmation  as may be  designated  in any such
request.

     Section 8.7. Remedies Cumulative; Consents. To the extent permitted by, and
subject to the mandatory requirements of, Applicable Laws and Regulations,  each
and every right,  power and remedy  herein  specifically  given to Lessor or any
Certificate  Purchaser or otherwise in this Lease shall be cumulative  and shall
be in addition to every other right, power and remedy herein  specifically given
or now or hereafter existing at law, in equity or by statute, and each and every
right, power and remedy whether  specifically herein given or otherwise existing
may be  exercised  from  time to time and as often  and in such  order as may be
deemed  expedient by Lessor or the Certificate  Purchasers,  and the exercise or
the  beginning  of the exercise of any power or remedy shall not be construed to
be a waiver of the right to exercise at the same time or  thereafter  any right,
power or remedy.  Lessor's or the Certificate Purchasers' consent to any request
made by Lessees  shall not be deemed to constitute or preclude the necessity for
obtaining Lessor's or the Certificate Purchasers' consent, in the future, to all
similar  requests.  To the extent  permitted by Applicable Laws and Regulations,
each Lessee  hereby  waives any rights now or hereafter  conferred by statute or
otherwise that may require Lessor or the Certificate  Purchasers to sell,  lease
or  otherwise  use the  Units,  any Unit or any Part  thereof in  mitigation  of
Lessor's or the Certificate  Purchasers' damages upon the occurrence of an Event
of  Default  or that  may  otherwise  limit or  modify  any of  Lessor's  or the
Certificate Purchasers' rights or remedies under this Section 8.


                                   Article IX

                                     Lessor

     Section 9.1. Compensation of Lessor.  Lessees shall, on a joint and several
basis, pay Lessor its reasonable fees, costs and expenses for the performance of
Lessor's obligations hereunder.

     Section  9.2.  Limitations.  It is expressly  understood  and agreed by and
among the parties  hereto that,  except as otherwise  provided  herein or in the
other Operative  Documents:  (a) this Lease and the other Operative Documents to
which Lessor is a party are executed by Lessor,  not in its individual  capacity
(except with respect to the  representations and covenants of Lessor in Sections
12.3 and 13.2),  but solely as Lessor under the Trust  Agreement in the exercise
of the power and authority  conferred and vested in it as such Lessor;  (b) each
and all of the undertakings and agreements herein made on the part of Lessor are
each and every one of them made and  intended not as personal  undertakings  and
agreements by Lessor, or for the purpose or with the intention of binding Lessor
personally,  but are made and  intended  for the  purpose  of  binding  only the
Collateral  unless  expressly  provided  otherwise;  (c)  actions to be taken by
Lessor pursuant to its obligations under the Operative Documents may, in certain
circumstances,   be  taken  by  Lessor  only  upon  specific  authority  of  the
Certificate  Purchasers;  (d) nothing contained in the Operative Documents shall
be construed as creating any liability on Lessor, individually or personally, or
any incorporator or any past,  present or future subscriber to the capital stock
of, or stockholder, officer or director, employee or agent of, Lessor to perform
any covenants either express or implied contained herein, all such liability, if
any,  being  expressly  waived by the other  parties  hereto  and by any  Person
claiming by,  through or under them; and (e) so far as Lessor,  individually  or
personally,  is concerned,  the other parties hereto and any Person claiming by,
through or under them shall look  solely to the  Collateral  and Lessees for the
performance of any obligation  under any of the instruments  referred to herein;
provided,  however, that nothing in this Section 9.2 shall be construed to limit
in scope or substance  the general  corporate  liability of Lessor in respect of
its gross negligence or willful misconduct or those representations,  warranties
and covenants of Lessor in its individual capacity set forth herein or in any of
the other agreements contemplated hereby.


                                    Article X

                     Distributions to Certificate Purchasers

     All amounts of money received or realized by Lessor  pursuant to this Lease
which are to be distributed to any Certificate  Purchaser (as distinguished from
Lessees or any other Person) shall be distributed in accordance with Section 3.2
of the Trust Agreement.


                                   Article XI

                                Lease Termination

     Section 11.1.  Lessees' Options.  Not later than 360 days prior to the last
day of the Base Term or any  Renewal  Term then in  effect,  Lessees  shall,  by
delivery of written  notice from  Lessees'  Agent to Lessor and the  Certificate
Purchasers, exercise one of the following options (provided that Lessees may not
exercise  the  Renewal  Option if such  exercise  would  result in more than two
Renewal Terms):

          (a) renew  this  Lease  with  respect  to all,  but not less than all,
     (except with respect to Units for which there has been an early termination
     pursuant  to  Section  11.5)  of  the  Units  then  subject  hereto  for an
     additional  one year Renewal Term (the  "Renewal  Option") on the terms and
     conditions set forth herein and the other Operative Documents; or

          (b) purchase for cash for the Purchase Option Exercise Amount all, but
     not less than all, of the Units then  subject to this Lease on the last day
     of the Base Term or  Renewal  Term with  respect  to which  such  option is
     exercised (the "Purchase Option"); or

          (c)  sell  on  behalf  of the  Certificate  Purchasers  for  cash to a
     purchaser or purchasers not in any way affiliated  with any Lessee all, but
     not less than all, of the Units then  subject to this Lease on the last day
     of the Base Term or of any  Renewal  Term then in effect  with  respect  to
     which such option is exercised (the "Sale Option").  Simultaneously  with a
     sale  pursuant to the Sale Option,  Lessees  shall,  on a joint and several
     basis,  pay  to  Lessor,  as  Supplemental  Rent  for  the  benefit  of the
     Certificate  Purchasers,  from the gross proceeds of the sale of the Units,
     without  deductions  or  expense   reimbursements  (the  "Proceeds"),   the
     aggregate  outstanding  Lease  Balance  as  of  the  Termination  Date  (as
     determined  after any payment of Rent on such date). If the Proceeds exceed
     the aggregate outstanding Lease Balance, Lessees will retain the portion of
     the Proceeds in excess thereof. If the Proceeds are less than the aggregate
     outstanding Lease Balance,  Lessees will, on a joint and several basis, pay
     or will cause to be paid to Lessor, as Supplemental Rent for the benefit of
     the Certificate  Purchasers,  on the  Termination  Date, in addition to the
     Proceeds, the Sale Recourse Amount, it being understood,  however, that the
     amount  payable  pursuant  to this  Section  11.1(c)  shall  in no event be
     construed to limit any other  obligation  of any Lessee under the Operative
     Documents,  including,  without  limitation,  pursuant  to Article  VII and
     Sections 11.3, 11.4, 11.5 and 17.1. The "Sale Recourse Amount" shall be, at
     the  option of  Lessor,  (x) the  Applicable  Percentage  Amount or (y) the
     Recourse Deficiency Amount;  provided,  however, that in no event shall the
     Sale Recourse  Amount  exceed the Lease Balance  (after taking into account
     all payments of Rent and Proceeds  applied against the Lease Balance on the
     Termination Date). Lessor, on behalf of the Certificate  Purchasers,  shall
     notify Lessees' Agent in writing not later than five Business Days prior to
     the  Termination  Date whether the Sale Recourse Amount shall be determined
     pursuant to clause (x) or clause (y) of the preceding sentence. In addition
     to the amount determined to be payable by Lessees pursuant to the foregoing
     provisions of this Section  11.1(c),  Lessees shall, on a joint and several
     basis, pay to Lessor,  for the benefit of the Certificate  Purchasers,  the
     Applicable  Administrative  Charge, if any, on the sum of the Proceeds, the
     Sale Recourse  Amount and any amount payable  pursuant to the last sentence
     of Section 11.4. The obligation of any Lessee to pay the amounts determined
     pursuant to this Section  11.1(c)  shall be a recourse  obligation  of such
     Lessee and shall be payable on the  Termination  Date.  All amounts paid to
     Lessor  pursuant to this Section 11.1(c) shall be distributed in accordance
     with Section 3.2 of the Trust Agreement.

     Section 11.2. Election of Options. Lessees' election of the Purchase Option
will be  irrevocable  at the time  made,  but if  Lessees  fail to make a timely
election,  Lessees will be deemed, in the case of the Base Term and each Renewal
Term then in  effect  (other  than the last  Renewal  Term) to have  irrevocably
elected the Renewal  Option and, in the case of the last Renewal  Term,  Lessees
will be deemed to have irrevocably elected the Purchase Option. In addition, the
Sale Option shall  automatically be revoked if there exists an Incipient Default
or Event of Default at any time after the Sale  Option is  properly  elected and
Lessor shall be entitled to exercise all rights and remedies provided in Article
VIII.  Lessees  may not elect the Sale  Option  or the  Renewal  Option if there
exists on the date the  election  is made an Event of  Default  or an  Incipient
Default.

     Section  11.3.  Sale Option  Procedures.  If Lessees elect the Sale Option,
Lessees shall use their best  commercial  efforts to obtain the highest all cash
purchase  price for the  Units.  All costs  reasonably  related to such sale and
delivery,  including,  without limitation,  the cost of sales agents, removal of
the Units, delivery of documents and Units to any location designated by a buyer
within the continental United States,  certification and testing of the Units in
any location  chosen by the buyer or prospective  buyer,  legal costs,  costs of
notices,  any  advertisement or other similar costs, or other information and of
any  parts,  configurations,  repairs  or  modifications  desired  by a buyer or
prospective buyer shall be borne entirely by Lessees,  without regard to whether
such costs were incurred by Lessor,  Lessees or any potentially qualified buyer,
and shall in no event be paid from any of the Proceeds.  Neither  Lessor nor any
Certificate Purchaser shall have any responsibility for procuring any purchaser.
If,  nevertheless,  Lessor  at  the  direction  of  any  Certificate  Purchaser,
undertakes  any sales  efforts,  Lessees  shall,  on a joint and several  basis,
promptly reimburse Lessor and/or any such Certificate Purchaser for any charges,
costs and  expenses  incurred  in such  effort,  including  any  allocated  time
charges, costs and expenses of internal counsel or other attorneys' fees. Upon a
sale  pursuant  to the Sale  Option,  the  Units  shall be (i) in the  condition
required by Article V (and, in any event, in condition to be placed in immediate
revenue  service),  (ii) free and clear of any Liens (other than Liens described
in clauses (i) through  (iv) of the  definition  of  Permitted  Liens) and (iii)
accompanied by all then current plans,  specifications and operating maintenance
and repair manuals  relating to such Units.  Lessor shall  determine  whether to
accept the highest all cash offer for the Units.  Any purchaser or purchasers of
the  Units  shall  not in any way be  affiliated  with  any  Lessee  or have any
understanding  or  arrangement  with any Lessee  regarding the future use of the
Units.  On the  Termination  Date,  so long as no Event of Default or  Incipient
Default  exists:  (i) Lessees shall  transfer all of Lessees'  right,  title and
interest  in the  Units,  or  cause  the  Units  to be so  transferred,  to such
purchaser or  purchasers,  if any, in  accordance  with all of the terms of this
Lease;  (ii) subject to the  simultaneous  payment by Lessees of all amounts due
under clause (iii) of this sentence, Lessor shall, without recourse or warranty,
except as to the absence of Lessor Liens,  transfer by quitclaim Lessors' right,
title and  interest in and to the Units to such  purchaser  or  purchasers;  and
(iii) Lessees shall, on a joint and several basis,  simultaneously pay to Lessor
all of the amounts contemplated in Section 11.1(c).

     Section 11.4.  Appraisals.  If Lessees exercise the Sale Option and the sum
of the  Proceeds  from the sale of all  Units  subject  to this  Lease  plus the
Applicable Percentage Amount are less than the outstanding Lease Balance, Lessor
(upon  direction from any  Certificate  Purchaser)  shall engage an appraiser of
nationally  recognized standing, at Lessees' expense, to determine (by appraisal
methods satisfactory to the Certificate Purchasers) the Fair Market Value of the
Units then  subject to this Lease as of (a) the first day of any Renewal Term in
which the Sale Option was elected, and (b) the Termination Date. The Appraiser's
conclusion  relating  to the  first  day of the  Renewal  Term  shall be used in
calculating  the "Recourse  Deficiency  Amount".  If the Sale Option is elected,
Lessees will indemnify and hold harmless Lessor and each Certificate  Purchaser,
to the extent the Lease Balance remains  outstanding,  after  application of all
Proceeds and the Applicable Percentage Amount or the Recourse Deficiency Amount,
as applicable,  against any Claims resulting from Lessees' sale of the Units for
less than their Fair Market Value, as of the last day of the Lease Term, without
prior written consent of Lessor.

     Section 11.5. Early Termination.

     (a) Early Termination for Operational  Reasons.  If no Incipient Default or
Event of  Default  shall  exist,  on any  scheduled  Payment  Date  (the  "Early
Termination  Date"), if any Lessee has made a good faith  determination that any
Unit  leased by such Lessee  should be  replaced or removed  from this Lease for
operational  reasons (as  evidenced by a resolution of the Board of Directors of
such Lessee),  upon at least 30 days' advance  written  notice to Lessor and the
Certificate Purchasers, such Lessee may either:

          (i)  purchase  such Unit for a purchase  price  equal to the  Casualty
     Amount of such Unit; or

          (ii) replace such Unit  pursuant to the  following  provisions of this
     Section 11.5.

     If such Lessee has elected to pay the  Casualty  Amount  pursuant to clause
(i) above,  Lessees shall  continue to make all payments of Rent with respect to
such Unit due under this Lease until and including the Early  Termination  Date.
Upon  payment  of the  Casualty  Amount in  respect  of such Unit on such  Early
Termination Date, (x) the remaining  scheduled payments of Capital Rent shall be
proportionately  reduced  by an amount  equal to the  product  of the  scheduled
amount of such  Capital  Rent  payment  (determined  in each  case  prior to the
receipt of such Casualty Amount),  multiplied by the Unit Value Fraction of such
Unit and the Lease  Balance  shall be  appropriately  adjusted  to reflect  such
reduction in the remaining scheduled payments of Capital Rent.

     If any Lessee has given  notice that it intends to replace  such Unit on or
before the Early  Termination  Date, then such Lessee shall make subject to this
Lease, a replacement for such Unit meeting the suitability standards hereinafter
set forth.  To be suitable as a  replacement  Unit,  an item must be of the same
general type, year of construction (or a later year of construction),  function,
utility,  state of repair and operating  condition  (immediately  preceding such
termination  assuming that such Unit had been  maintained in accordance with the
terms of Section 5.3) as the Unit being replaced,  must have a Fair Market Value
of not less than the Fair Market Value  (immediately  preceding such replacement
assuming  that such Unit had been  maintained  in  accordance  with the terms of
Section 5.3) of the Unit being replaced and be free and clear of any Liens other
than Permitted  Liens.  Such Lessee shall cause a Bill of Sale and an Acceptance
Certificate  to  be  executed  and  delivered  to  Lessor  and  the  Certificate
Purchasers  in order to subject such  replacement  item to this Lease,  and upon
such  execution  and  delivery  and the  receipt by Lessor  and the  Certificate
Purchasers  of (i) evidence  reasonably  satisfactory  to them of such  Lessee's
compliance  with the  insurance  provisions  of Section 6.2 with respect to such
replacement  item,  and (ii) an opinion  of  counsel to such  Lessee in form and
substance  reasonably  satisfactory  to Lessor  and the  Certificate  Purchasers
opining,  among  other  things,  to the  effect  that all  appropriate  filings,
recordings  and other  acts have been  taken to  protect  the  right,  title and
interest of Lessor, on behalf of the Certificate Purchasers, in such replacement
item and that no other filing,  recording,  deposit, or giving of notice with or
to any Authority is necessary to protect such right,  title and interest in such
replacement  item,  such  replacement  item  shall be  deemed  a "Unit"  for all
purposes hereof.

     Notwithstanding  anything contained herein to the contrary,  Lessees' right
to exercise  the option set forth in clause (i) of the first  paragraph  of this
Section 11.5 is limited in the aggregate to Units having a Purchase  Price equal
to or less than 10% of the Purchase Price for all Units.

     (b) Early  Purchase  Option.  If no  Incipient  Default or Event of Default
shall exist on any Payment Date (the "Early  Purchase  Date"),  upon at least 30
days' advance  written notice from Lessees' Agent to Lessor and the  Certificate
Purchasers,  Lessees may purchase all but not less than all of the Units subject
to this  Lease  for a  purchase  price  equal to the  entire  outstanding  Lease
Balance, plus all Accrual Rent accrued on the Lease Balance, plus the Applicable
Administrative  Charge on the Lease  Balance,  plus all other  sums then due and
payable  under the  Operative  Documents  by Lessees,  Parent  Guarantor  or any
Subsidiary Guarantor.


                                   Article XII

                         Representations and Warranties

     Section 12.1.  Representations  and  Warranties of Lessees.  As of the date
hereof  and the  Delivery  Date,  each  Lessee  makes  the  representations  and
warranties set forth in this Section 12.1 to each of the other parties hereto.

          (a)  Due  Organization,   etc.  Such  Lessee  is  a  corporation  duly
     organized,  validly  existing  and in good  standing  under the laws of its
     jurisdiction  of  organization.  Such Lessee has the lawful power to own or
     lease its properties and to engage in the business it presently conducts or
     proposes to conduct.  Such Lessee is duly licensed or qualified and in good
     standing in each  jurisdiction  where the property owned or leased by it or
     the nature of the business transacted by it or both makes such licensing or
     qualification  necessary or which its failure to be so qualified would have
     a Material  Adverse Effect  (including each state or other  jurisdiction in
     which the Units or any thereof will be located).

          (b)  Authorization;  No Conflict.  Such Lessee has full power to enter
     into,  execute,  deliver  and carry out this Lease and the other  Operative
     Documents  to which it is a party,  to lease the Units to be leased by such
     Lessee as contemplated  by this Lease and to perform its obligations  under
     the Operative  Documents to which it is a party,  and all such actions have
     been duly authorized by all necessary  proceedings on its part. Neither the
     execution  and delivery of this Lease or the other  Operative  Documents by
     such Lessee,  nor the  consummation of the  transactions  herein or therein
     contemplated or compliance with the terms and provisions  hereof or thereof
     by such Lessee will (i) conflict with, constitute a default under or result
     in any  breach  of (A) the  terms  and  conditions  of the  certificate  of
     incorporation,  bylaws or other organizational  documents of such Lessee or
     (B) any  Applicable  Laws and  Regulations  or any  material  agreement  or
     instrument  or order,  writ,  judgment,  injunction or decree to which such
     Lessee is a party or by which such  Lessee is bound or to which such Lessee
     is subject,  (ii) result in the creation or enforcement of any Lien, charge
     or encumbrance  whatsoever upon any property (now or hereafter acquired) of
     such Lessee (other than Liens  granted  under the  Operative  Documents) or
     (iii)  require any  Governmental  Action by any Authority or any consent or
     approval of any non-governmental  Person (including any action necessary to
     rebut the presumption of fraud  discussed in subsection (f) below),  except
     for (A) the filings and  recordings  listed on Schedule  III to perfect the
     rights of Lessor (for the benefit of the Certificate  Purchasers)  intended
     to be  created  by the  Operative  Documents,  and (B)  those  Governmental
     Actions  required  with  respect  to such  Lessee or any of its  Affiliates
     listed on Schedule IV, each of which have been duly effected and are, or on
     the Delivery Date will be, in full force and effect.

          (c) Enforceability, etc. This Lease has been duly and validly executed
     and delivered by such Lessee,  and each other Operative Document which such
     Lessee is  required to execute and deliver on or after the date hereof will
     have been duly  executed and  delivered by such Lessee on the required date
     of delivery of such Operative Document. This Lease and each other Operative
     Document  constitutes,  or  will  constitute,   legal,  valid  and  binding
     obligations of such Lessee which is or will be a party thereto on and after
     its date of delivery thereof, enforceable against such Lessee in accordance
     with its terms,  except to the extent  that  enforceability  of any of such
     Operative   Document   may   be   limited   by   bankruptcy,    insolvency,
     reorganization,   moratorium   or  other   similar   laws   affecting   the
     enforceability  of  creditors'  rights  generally  or limiting the right of
     specific performance.

          (d)  Litigation.   There  are  no  actions,   suits,   proceedings  or
     investigations  pending or, to the  knowledge  of such  Lessee,  threatened
     against  such  Lessee  at  law  or  equity  before  any   Authority   which
     individually or in the aggregate could  reasonably be expected to result in
     any Material Adverse Effect. Lessee is not in violation of any order, writ,
     injunction  or any  decree  of any  Authority  which  could  reasonably  be
     expected to result in any Material Adverse Effect.

          (e) Title;  Liens.  As of the Delivery Date,  such Lessee has good and
     marketable  title to each Unit to be sold by such Lessee and  delivered  to
     Lessor on the Delivery Date,  free and clear of all Liens  (including,  but
     not  limited  to, any Lien as a result of any right,  claim or  interest in
     favor of any party  owning or holding  any  interest  in the real estate on
     which such Unit is then, or is to be, located) other than Permitted  Liens.
     Such Lessee has not granted,  nor will it grant,  any Lien on any Unit, any
     other  Collateral  or this  Lease,  to any Person  other than Lessor or the
     Certificate  Purchasers or any Permitted Lien; and no Lien,  other than the
     Lien granted to Lessor and the  Certificate  Purchasers  hereunder (and any
     Lien  hereafter   granted  by  Lessor  and  the   Certificate   Purchasers)
     (including, but not limited to, any Lien as a result of any right, claim or
     interest in favor of any party  owning or holding any  interest in the real
     estate on which such Unit is then, or is to be,  located) and any Permitted
     Lien, has attached to the Unit, any other  Collateral or this Lease,  or in
     any manner has affected adversely Lessor's and the Certificate  Purchasers'
     rights and Lien herein.

          (f) Title to Subject Items. On the Delivery Date, Lessor, on behalf of
     the Certificate  Purchasers,  will have good and marketable title to all of
     the Units to be sold by such Lessee, free and clear of all Liens other than
     Permitted  Liens.  Without  limiting the generality of the  foregoing,  the
     transactions  contemplated hereby shall not be deemed fraudulent or void as
     against any present or future creditor of such Lessee under the laws of the
     states where such Units will, on the Delivery  Date, be located,  nor would
     any subsequent  bona fide purchaser from such Lessee of such Units,  in the
     event of any attempted subsequent sale thereof by such Lessee,  acquire any
     title to or rights  therein  superior to Lessor's  title thereto and rights
     therein.

          (g)  Perfection of Security  Interest.  Upon the filing of appropriate
     UCC financing  statements  with the offices  listed on Schedule III hereto,
     the  payment  of any  applicable  fees  and  taxes  relating  to any of the
     foregoing, and the payment of the aggregate Purchase Price for the Units by
     Lessor, Lessor will have an enforceable,  perfected first priority security
     interest of record in the Collateral as against all Persons  including such
     Lessee and its creditors.

          (h) The Units.  The  Purchase  Price for each Unit does not exceed the
     Appraised  Value of such Unit at the time of the sale to  Lessor  hereunder
     and the aggregate  Purchase  Price for all of the Units does not exceed the
     Appraised  Value of all of the  Units  at the  time of the  sale to  Lessor
     hereunder.

          (i) Assuming the accuracy of the  representations  of each Certificate
     Purchaser and Lessor contained in Sections 12.2 and 12.3, respectively, the
     consummation of the transactions  provided for in this Lease and compliance
     by such  Lessee  with the  provisions  hereof and the  Certificates  issued
     hereunder will not involve any Prohibited Transaction.

          (j) No Transfer Taxes. No sales,  use, excise,  transfer or other tax,
     fee or imposition  shall result from the sale,  transfer or purchase of any
     Unit or any Certificate  pursuant to Article II, except such taxes, fees or
     impositions that have been paid in full on or prior to the Delivery Date.

          (k) Rights in Respect of the Units.  Such Lessee is not a party to any
     contract  or  agreement  with  respect  to the sale by such  Lessee  of any
     interest in the Units or any part thereof other than pursuant to this Lease
     and the other Operative Documents to which it is a party.

          (l) Patents,  Trademarks.  Such Lessee has all patents, patent rights,
     trademarks,  service  marks,  trade  names,  copyrights,  licenses or other
     intellectual  property  rights with respect to the Units to be leased by it
     that are necessary for such operation of the Units.

          (m) Defaults,  Casualties,  etc. As of the Delivery Date, no Incipient
     Default,  Event of Default or Casualty has occurred and is  continuing  and
     there is no  action  pending  or, to the best of such  Lessee's  knowledge,
     threatened  by any  Authority  to initiate a Casualty.  As of the  Delivery
     Date, no condition exists that constitutes, or with the giving of notice or
     lapse of time or both would  constitute  an event of default by such Lessee
     under any material indenture,  mortgage,  chattel mortgage,  deed of trust,
     lease,  conditional  sales  contract,  loan or credit  arrangement or other
     material  agreement  or  instrument  to which such  Lessee is a party or by
     which it or any of its properties may be bound which individually or in the
     aggregate  with all such events of default could  reasonably be expected to
     have a Material Adverse Effect.

          (n) Chief Executive Office of Lessees. The principal place of business
     and chief executive  office,  as such terms are used in Section 9-103(3) of
     the UCC, of such Lessee are each located at such Lessee's address set forth
     in the introductory paragraph of this Lease.

          (o)  Compliance  With Law. The Units and the current use and operation
     thereof and thereon do not violate  any  Applicable  Laws and  Regulations,
     including,  without limitation, any thereof relating to occupational safety
     and health or Environmental Laws.

          (p)  Subjection  to  Government  Regulation.  Neither  Lessor  nor any
     Certificate Purchaser will, solely by reason of entering into the Operative
     Documents or consummating the transactions contemplated thereby, (i) become
     subject to ongoing  regulation of its  operations  by any Authority  (other
     than upon  exercise  of  remedies  under this Lease or upon the  expiration
     hereof if Lessees do not  consummate the Purchase  Option);  or (ii) become
     subject to ongoing  regulation  of its  operations  by any  Authority  upon
     exercise of remedies under this Lease or upon the expiration hereof (except
     for  regulation  the  applicability  of which depends upon the existence of
     facts in  addition  to the  ownership  of, or the  holding the Units or any
     interest  therein);  or (iii) be  required to qualify to do business in any
     jurisdiction.

          (q) Investment Company Act. Such Lessee is not an "investment company"
     or a company "controlled" by an "investment company", within the meaning of
     the Investment Company Act of 1940, as amended.

          (r) Public  Utility  Holding  Company.  Such  Lessee is not subject to
     regulation as a "holding  company",  an "affiliate" of a "holding company",
     or a "subsidiary company" of a "holding company", within the meaning of the
     Public Utility Holding Company Act of 1935, as amended.

          (s)  Licenses,  Registrations  and  Permits.  All  material  licenses,
     approvals,  authorizations,  consents and permits  required for the use and
     operation of each Unit have been irrevocably  obtained from the appropriate
     Authorities  having  jurisdiction or from private parties,  as the case may
     be.

          (t) Use of Proceeds; Federal Reserve Regulations.  The proceeds of the
     sale of the Units and the Certificates will be used by Lessees to (i) repay
     a portion of debt outstanding pursuant to an existing synthetic lease, (ii)
     loan to Parent  Guarantor in order for Parent  Guarantor to repay a portion
     of debt outstanding under the Revolving Credit Facility and (iii) for other
     general corporate  purposes.  Neither such Lessee nor any Affiliate of such
     Lessee will, directly or indirectly, use any of the proceeds of the sale of
     the Units or the Certificates for the purpose of purchasing or carrying any
     "margin  security" or "margin stock" within the meaning of Regulation G, T,
     U  or  X  of  the  Board  of  Governors  of  the  Federal  Reserve  System,
     respectively,  or for the purpose of reducing or retiring any  indebtedness
     which was  originally  incurred to  purchase or carry a margin  security or
     margin  stock  or for  any  other  purpose  which  might  cause  any of the
     transactions  contemplated by this Lease or any other Operative Document to
     constitute a "purpose credit" within the meaning of Regulation G, T, U or X
     of the Board of Governors of the Federal Reserve System, or for the purpose
     of  purchasing  or carrying any  security,  and neither such Lessee nor any
     Affiliate  of such  Lessee has taken or will  otherwise  take or permit any
     action by such Lessee or any of its  Affiliates in  connection  with any of
     the transactions contemplated by any of the Operative Documents which would
     involve a violation of Regulation G, T, U, or X, or any other regulation of
     the Board of Governors of the Federal Reserve System.

          (u) Disclosure. The information disclosed in writing by such Lessee or
     any of its  Affiliates  (or any Person  authorized  or employed by any such
     Person as agent or otherwise) to Lessor and the  Certificate  Purchasers in
     connection  with  the  negotiation  of  the  Operative  Documents  and  the
     transactions  contemplated  thereby,  when  taken as a whole with all other
     written  disclosures to such parties, do not contain an untrue statement of
     a material  fact or omit to state a  material  fact  necessary  to make the
     statements herein or therein not misleading. There is no particular fact of
     which such Lessee or any of its  Affiliates has knowledge that has not been
     disclosed  by  such  Lessee  or  any of its  Affiliates  (or by any  Person
     authorized or employed by such Lessee or any of its  Affiliates as agent or
     otherwise) in writing to the  Certificate  Purchasers  that, as far as such
     Lessee or any of its Affiliates can reasonably foresee, could reasonably be
     expected to have a Material Adverse Effect.

          (v) Appraisal  Data. The written  information  provided by such Lessee
     and  its  Affiliates  to the  Appraiser  and  forming  the  basis  for  the
     conclusions  set forth in each  Appraisal,  taken as a whole,  was true and
     correct in all material  respects on the date so given and did not omit any
     information  known  and  available  to such  Lessee  necessary  to make the
     information provided not misleading.

          (w)  Solvency.  The  consummation  by such Lessee of the  transactions
     contemplated  by the  Operative  Documents did not and will not render such
     Lessee  insolvent,  nor  was it  made in  contemplation  of  such  Lessee's
     insolvency;  the value of the assets and  properties of such Lessee at fair
     valuation and at their then present fair salable  value is and,  after such
     transactions,  will  be  greater  than  such  Lessee's  total  liabilities,
     including  contingent  liabilities,  as they become due;  and the  property
     remaining  in  the  hands  of  such  Lessee  was  not  and  will  not be an
     unreasonably small amount of capital.

          (x) Private Offering. Neither such Lessee nor anyone on its behalf has
     offered any interest in this Lease, the Rent, the Certificates or the Units
     or any similar security for sale to, or solicited offers to buy any thereof
     from,  or otherwise  directly or indirectly  approached or negotiated  with
     respect  thereto with, any  prospective  purchaser  other than Lessor,  the
     Certificate   Purchasers   and  not  more  than   thirty-five   (35)  other
     institutional  investors,  each of which was  offered  such  interest  at a
     private sale for  investment  and each of which such Lessee had  reasonable
     grounds to  believe,  and did  believe,  as to Lessor  and the  Certificate
     Purchasers,  after reasonable inquiry does believe,  has such knowledge and
     experience  in  financial  and  business  matters  that  it is  capable  of
     evaluating  the merits and risks of such an investment;  and,  assuming the
     truth and accuracy of the representations set forth in Section 12.2(b), the
     issuance,  sale and delivery of the  Certificates and the interests in this
     Lease  represented  thereby under the  circumstances  contemplated  by this
     Lease do not require the  registration  of such  Certificates  or interests
     under  the  Securities  Act or the  qualification  of any of the  Operative
     Documents under the Trust Indenture Act of 1939, as amended.

          (y)  Brokers,  etc.  Such  Lessee has not  engaged or  authorized  any
     broker,  finder,  investment  banker  or  other  third  party to act on its
     behalf,  directly or indirectly,  as a broker,  finder,  investment banker,
     agent or in any other like capacity in connection with any of the Operative
     Documents or the transactions contemplated thereby, other than BALCAP. Such
     Lessee shall be responsible for, and shall indemnify,  defend and hold such
     Lessor and each Certificate Purchaser harmless from and against any and all
     claims,  liabilities  or  demands by any  Person  for  broker's,  finder's,
     investment banker's or agent's fees, commissions or other entitlements with
     respect  to the  Operative  Documents  and  the  transactions  contemplated
     thereby.

          (z) Real  Property.  Lessee has and will  maintain the right to locate
     each Unit  leased by such  Lessee on, and to enter  onto the  property  and
     disassemble  and remove  each such Unit from each  parcel of real  property
     where the Units  leased by such Lessee  will be  located;  and no such Unit
     will be or become  subject to any Liens  (other than the Lien  described in
     clause (v) of the definition of Permitted  Liens), as a result of such Unit
     being  located  upon such real  property.  The  Units  constitute  and will
     constitute  personal property and no Liens or other claims exist in respect
     of any Unit as a result of any  right,  claim or  interest  in favor of any
     party  owning or holding any interest in the real estate on which such Unit
     is, or is to be,  located  (other than the Lien  described in clause (v) of
     the definition of Permitted Liens).  Any lease of land on which any Unit is
     located  is in full force and  effect  and is for a term that  exceeds  the
     Lease Term.

          (aa) Representations.  The representations and warranties with respect
     to such  Lessee by Parent  Guarantor  in the Parent  Guaranty  are true and
     correct.

          (bb) Interdependent  Business.  Such Lessee's business and investments
     are  interdependent  with  those  of  the  other  Lessees,  the  Subsidiary
     Guarantors  and Parent  Guarantor and such Lessee has received a direct and
     substantial  benefit from the  transactions  contemplated by this Lease and
     the other Operative Documents.

     Section 12.2.  Representations  and Warranties of  Certificate  Purchasers.
Each  Certificate  Purchaser  represents and warrants,  severally and only as to
itself, to each of the other parties hereto as follows:

          (a) ERISA.  Either (i) it is not and will not be purchasing any of its
     interest in the Units or the  Certificates  with the assets of an "employee
     benefit  plan" (as  defined in Section  3(3) of ERISA)  which is subject to
     Title I of ERISA, or a "plan" (as defined in Section 4975(e)(1) of the Code
     or (ii) the acquisition and holding of any Certificate will not result in a
     Prohibited  Transaction,  or (iii) it (A) is an insurance  company,  (B) is
     acquiring its Certificate  with funds held in an insurance  company general
     account (as defined in Section V(e) of the proposed Prohibited  Transaction
     Class Exemption  published on August 22, 1994 at 59 Federal  Register 43134
     (the "Proposed  PTCE") and (C) is acquiring its  Certificate in reliance on
     the  availability  of, and its  qualification  for,  the  exemptive  relief
     contemplated in the Proposed PTCE.

          (b)  Investment  in Units and  Certificates.  (i) It is acquiring  its
     interest  in the Units (as  represented  by the  Certificates)  for its own
     account for investment, and if in the future it should decide to dispose of
     its  interest  in the  Units,  it  understands  that  it may do so  only in
     compliance with the Securities Act and the rules and regulations of the SEC
     thereunder and any applicable state securities laws.  Neither it nor anyone
     authorized  to act on its behalf  has taken or will take any  action  which
     would  subject the issuance or sale of any  Certificate  or any interest in
     the Units, the Collateral or this Lease to the registration requirements of
     Section 5 of the Securities Act. No representation or warranty contained in
     this Section  12.2(b)  shall include or cover any action or inaction of any
     Lessee or any Affiliate thereof whether or not purportedly on behalf of any
     Certificate Purchaser or any of their Affiliates. Subject to the foregoing,
     and subject to the provisions of Article XIV hereof, it is understood among
     the parties that the disposition of each Certificate  Purchaser's  property
     shall be at all times within its control.

          (ii) It has  not  and  will  not  borrow  (other  than  pursuant  to a
     transaction  permitted  by Article XIV) in excess of 97% of its interest in
     the Lease  Balance  in order to  purchase  its  Certificate  pursuant  to a
     transaction  in which the lender or  lenders  have  recourse  solely to its
     Certificate.

     Section  12.3.  Representations  and  Warranties  of  Certificate  Trustee.
Certificate Trustee, in its individual capacity,  hereby represents and warrants
to the other parties as set forth in this Section 12.3.

          (a) Due Organization,  etc.  Certificate Trustee is a national banking
     association duly organized, validly existing and in good standing under the
     laws of the United  States of America;  Certificate  Trustee has full power
     and authority to enter into and perform its obligations under the Operative
     Documents  to which it is or is to be a party  and  each  other  agreement,
     instrument and document to be executed and delivered by it on or before the
     Delivery Date in connection  with or as contemplated by each such Operative
     Document to which it is or is to be a party; and the Operative Documents to
     which  Certificate  Trustee is a party,  have been or will be duly executed
     and delivered by Certificate Trustee.

          (b)  Authorization;   No  Conflict.  The  execution  and  delivery  by
     Certificate Trustee of the Operative Documents to which it is or is to be a
     party, and the performance by Certificate  Trustee of its obligations under
     such Operative Documents, have been duly authorized by all necessary action
     on its part,  and do not and will not: (i)  contravene  any Federal laws or
     laws of the State of Utah  governing  the banking or trust  powers of First
     Security;  (ii)  violate any  provision  of its  charter or by-laws;  (iii)
     result in a breach of or constitute a default under any indenture,  loan or
     credit agreement, or any other agreement or instrument to which Certificate
     Trustee,  either in its individual  capacity,  as Certificate  Trustee,  or
     both, is a party or by which it or its properties may be bound or affected,
     which  breaches or default  would be reasonably  likely to  materially  and
     adversely  affect  the  ability  of  Certificate  Trustee,  either  in  its
     individual  capacity,  as  Certificate  Trustee,  or both,  to perform  its
     obligations  under  any  Operative  Documents  to  which it is or will be a
     party; or (iv) require any authorizations, consents, approvals, licenses or
     formal  exemptions  from, nor any filings,  declarations  or  registrations
     with, any Federal Authority or Authority of the State of Utah governing the
     banking or trust powers of First Security or any consent or approval of any
     non-governmental Person.

          (c) Enforceability,  etc. Each Operative Document to which Certificate
     Trustee,  either in its individual  capacity,  as Certificate  Trustee,  or
     both, is a party  constitutes  the legal,  valid and binding  obligation of
     Certificate  Trustee,  either in its  individual  capacity,  as Certificate
     Trustee,  or both,  enforceable  against  it in  accordance  with the terms
     thereof,  except  as  such  enforceability  may be  limited  by  applicable
     bankruptcy,  insolvency,   reorganization,   moratorium  and  similar  laws
     affecting the  enforcement  of creditors'  rights  generally and by general
     equitable principles.

          (d)  Litigation.  There  is no  action,  proceeding  or  investigation
     pending  or  threatened  which  questions  the  validity  of the  Operative
     Documents  to  which  Lessor  or  Certificate  Trustee,  in its  individual
     capacity,  as Certificate  Trustee, or both, is a party or any action taken
     or to be taken  pursuant to the  Operative  Documents to which  Certificate
     Trustee, in its individual capacity,  as Certificate Trustee, or both, is a
     party.

          (e)  Lessor  Liens.  The Units and the other  Collateral  are free and
     clear of all Lessor Liens attributable to Lessor or to Certificate Trustee,
     in its individual capacity or as Certificate Trustee, or both.

          (f)  Securities  Act. None of Lessor or  Certificate  Trustee,  in its
     individual  capacity  or  as  Certificate  Trustee,  or  both,  nor  anyone
     authorized to act on behalf of any such Person has, directly or indirectly,
     in violation  of Section 5 of the  Securities  Act or any state  securities
     laws, offered or sold any interest in the Certificates, any of the Units or
     this  Lease,  or any  interest  therein,  or in any  security  or lease the
     offering  of  which,  for  purposes  of the  Securities  Act  or any  state
     securities  laws,  would be deemed to be part of the same  offering  as the
     offering of the aforementioned securities or leases, or solicited any offer
     to acquire any of the aforementioned securities or leases.


                                  Article XIII

                                    Covenants

     Section 13.1. Covenants of Lessees.  Each Lessee covenants with each of the
other parties hereto as follows:

          (a) Corporate  Existence,  etc. Subject to clause (e) of Article IV of
     the Parent Guaranty and any transaction permitted thereby pursuant to which
     such Lessee ceases to exist (in which case this  subsection (a) shall apply
     to the surviving  entity of such  transaction),  such Lessee shall preserve
     and keep in full  force and  effect  its  corporate  existence,  rights and
     powers  and   franchises  and  its  power  and  authority  to  perform  its
     obligations under the Operative Documents,  including,  without limitation,
     any necessary  qualification or licensing in any foreign jurisdiction where
     a Unit is located and in any other foreign  jurisdiction  where the failure
     to be so qualified would have a Material Adverse Effect.

          (b) Compliance with Laws. Such Lessee shall comply with all Applicable
     Laws and Regulations (including,  without limitation,  Environmental Laws),
     except  for  such  instances  of  non-compliance   which  would  not  have,
     individually or in the aggregate, a Material Adverse Effect.

          (c) Change of Name or Location.  Such Lessee  shall  furnish to Lessor
     notice  on or  before  the 30th day  prior to any  relocation  of its chief
     executive office or principal place of business,  or change of its name and
     shall  comply with Section  13.1(h)  prior to any such  relocation  or name
     change.

          (d) Notice of Defaults. Promptly after any Responsible Officer of such
     Lessee has learned of the  occurrence  of an Incipient  Default or Event of
     Default, such Lessee shall deliver to Lessor and each Certificate Purchaser
     a certificate  signed by the Chief  Executive  Officer,  President or Chief
     Financial  Officer  of  such  Lessee  setting  forth  the  details  of such
     Incipient  Default or Event of Default  and the  action  which such  Lessee
     proposes to take with respect thereto.

          (e)  Inspection.  Lessor or any  Certificate  Purchaser  may visit and
     inspect the properties (including,  without limitation,  the Units) of such
     Lessee,  examine and make  abstracts  from its books of record and accounts
     (including,  without  limitation,  such Lessee's records  pertaining to the
     Units),  and discuss its affairs,  finances and accounts  with the officers
     and  accountants  of  such  Lessee  (including  but  not  limited  to,  its
     independent  public  accountants),  all at  such  times  as  Lessor  or the
     requesting  Certificate  Purchaser,  as the  case  may be,  may  reasonably
     request; provided that, so long as no Incipient Default or Event of Default
     shall have occurred and be continuing, such inspections shall be limited to
     two per year. Upon such request, such Lessee shall make such properties and
     such  books  of  record  and  accounts  available  to  such  Lessor  or the
     requesting Certificate Purchaser, as the case may be, for inspection.  Such
     Lessee  will pay the  reasonable  expenses  of Lessor  and the  Certificate
     Purchasers  incurred in the exercise of the rights granted pursuant to this
     Section 13.1(e).

          (f) Notice of Litigation.  Promptly after the commencement  thereof or
     promptly after the  determination  thereof,  notice of all actions,  suits,
     proceedings  or  investigations  before  or by any  Authority  or any other
     Person against such Lessee with respect to the Units,  which (x) involve or
     could be reasonably  expected to involve assessments against such Lessee in
     excess of $10,000,000,  individually or in the aggregate,  or (y) involve a
     claim or series of claims which if adversely  determined would constitute a
     Material Adverse Effect.

          (g) Reports to Certificate Purchasers. Such Lessee shall, concurrently
     with any notice,  delivery or other communication to Lessor pursuant to any
     Operative  Document,  deliver  a copy of such  notice,  delivery  or  other
     communication to each Certificate Purchaser at such Certificate Purchaser's
     current address.

          (h) Further Assurances. Such Lessee will, at its expense, promptly and
     duly do any further reasonable act and execute, acknowledge, deliver, file,
     register and record any further documents  (including,  without limitation,
     amendments to this Lease and Uniform  Commercial Code financing  statements
     and  continuation   statements)  as  Lessor  or  the  Required  Certificate
     Purchasers may from time to time  reasonably  request in order to carry out
     more effectively the intent and purposes of this Lease and to establish and
     protect the rights and remedies  created or intended to be created in favor
     of Lessor and the Certificate Purchasers,  including the title to the Units
     and the first priority  security  interest in the Collateral of Lessor,  on
     behalf of the Certificate Purchasers.

          (i) Environmental  Matters. Such Lessee shall: (i) use and operate the
     Units  in  compliance  with all  Environmental  Laws,  keep  all  necessary
     permits,  approvals,   certificates,   licenses  and  other  authorizations
     relating  to  environmental  matters  in  effect  and  remain  in  material
     compliance therewith,  and handle all Hazardous Material in compliance with
     all  applicable  Environmental  Laws;  (ii) promptly  notify Lessor and the
     Certificate  Purchasers  and provide  copies upon  receipt,  of all written
     claims,  complaints,  notices or  inquiries  relating to the  condition  or
     compliance of the Units in so far as they relate to Environmental Laws, and
     promptly cure and have dismissed with prejudice to the  satisfaction of the
     Required  Certificate  Purchasers any actions and  proceedings  relating to
     compliance  with  Environmental  Laws with respect to the Units,  provided,
     however,  that such Lessee may contest in good faith by  Permitted  Contest
     any such actions or  proceedings,  provided  further  that  Lessor,  in its
     individual  capacity and as Lessor,  and the  Certificate  Purchasers  have
     received  reasonably  sufficient  security  from such  Lessee  prior to the
     institution  of any such  Permitted  Contest by such  Lessee as any of them
     shall have  reasonably  requested;  and (iii) provide such  information and
     certifications  which Lessor or any  Certificate  Purchaser may  reasonably
     request from time to time to evidence compliance with this Section 13.1(i).

          (j)  Securities.  Such Lessee  shall not,  nor shall it permit  anyone
     authorized to act on its behalf to, take any action which would subject the
     issuance or sale of the Certificates, any of the Units or the Lease, or any
     security or lease the offering of which, for purposes of the Securities Act
     or any  state  securities  laws,  would  be  deemed  to be part of the same
     offering as the offering of the  aforementioned  items, to the registration
     requirements  of Section 5 of the  Securities  Act or any state  securities
     laws.

          (k) No  Disposition  of the Units.  Except as permitted by Section 5.2
     and Section  11.5,  such Lessee shall not sell,  contract to sell,  assign,
     lease,  transfer,  convey or  otherwise  dispose  of, or permit to be sold,
     assigned, leased, transferred, conveyed or otherwise disposed of, the Units
     or any part thereof.

          (l) Agreement to be bound by Parent Guaranty. Such Lessee acknowledges
     the covenants and  agreements of the Parent  Guaranty and agrees to conduct
     its business and operations in accordance with the covenants and agreements
     contained  in  the  Parent  Guaranty,  including  without  limitation,  the
     provisions of Article IV of the Parent Guaranty.

     Section 13.2. Covenants of Certificate Trustee. Certificate Trustee, in its
individual capacity, covenants with each of the other parties hereto as follows,
it being  understood  that the sole  remedies for the breach of these  covenants
shall be to sue for damages or for specific performance and that any such breach
shall not modify or terminate any Lessee's obligations under Section 4.5:

          (a) so  long  as  this  Lease  remains  in  effect  or so  long as the
     obligations of any Lessee arising hereunder have not been fully and finally
     discharged,   Certificate  Trustee,  in  its  individual  capacity  and  as
     Certificate  Trustee  (including  in its  capacity as Lessor) (i) will keep
     this  Lease  and  all  Collateral  free  and  clear  of  all  Lessor  Liens
     attributable to Certificate  Trustee,  in its individual capacity and/or in
     its capacity as Certificate  Trustee (including in its capacity as Lessor),
     and shall indemnify, reimburse and hold each Certificate Purchaser and each
     Lessee  harmless  from any and all claims,  losses,  damages,  obligations,
     penalties,  liabilities,  demands, suits, or causes of action and all legal
     proceedings,  and any costs or expenses in connection therewith,  including
     reasonable  legal fees and expenses,  of whatever kind and nature,  imposed
     on, incurred by or asserted against any Certificate Purchaser or any Lessee
     in any way  relating  to, or  arising  in any  manner  out of,  failure  by
     Certificate  Trustee in its individual  capacity or as Certificate  Trustee
     (including  in its capacity as Lessor) to comply with this Section  13.2(a)
     and (ii) will not,  provided that no Incipient  Default or Event of Default
     exists,  through  its own  actions,  interfere  with any  Lessee's  (or any
     permitted  sublessee's or assignee's)  rights hereunder with respect to any
     Unit during the term of this Lease,  except as permitted or required by the
     terms of this Lease; and

          (b)  Certificate  Trustee shall apply funds held by it in its capacity
     as  Certificate  Trustee  hereunder as required by this Lease and the Trust
     Agreement.

     Section  13.3.  Covenants  of  Certificate  Purchasers.   Each  Certificate
Purchaser,  severally and not jointly,  covenants with each of the other parties
hereto as follows,  it being understood that the sole remedies for the breach of
these covenants shall be to sue for damages or for specific performance and that
any such breach shall not modify or terminate  any  Lessee's  obligations  under
Section 4.5:

          (a) provided that no Incipient  Default or Event of Default exists, it
     will not,  through its own  actions,  interfere  with any  Lessee's (or any
     permitted  sublessee's or assignee's)  rights hereunder with respect to any
     Unit during the term of this Lease; and

          (b) it will  keep the  Units  free and  clear  from all  Lessor  Liens
     attributable  to it,  provided  that it may  contest  any such  Lessor Lien
     pursuant to a Permitted Contest.


                                   Article XIV

              Assignment By Certificate Purchasers; Participations

     Section 14.1.  Assignments.  (a) All or any of the right, title or interest
and obligations of any Certificate  Purchaser in and to this Lease and the Trust
Agreement  and  the  rights,   benefits,   advantages  and  obligations  of  any
Certificate  Purchaser  hereunder,  including  the rights to receive  payment of
rental or any other payment hereunder,  and the rights,  titles and interests in
and to the Units, may be assigned or transferred by such  Certificate  Purchaser
at any  time by  transfer  of the  Certificate  representing  such  interest  in
accordance with the provisions of this Article XIV; provided,  however, that (a)
such assignee or transferee is a bank or other  financial  institution  that, so
long as no Incipient Default or Event of Default has occurred and is continuing,
is  satisfactory  to Lessees'  Agent,  which consent  shall not be  unreasonably
withheld,  (b) the  Certificate  representing  such  interest and issued to such
assignee  or  transferee  shall be in an amount  not less than the lesser of (i)
$5,000,000 or (ii) the then  outstanding  amount of the Certificate held by such
Certificate Purchaser immediately prior to such transfer or assignment, (c) such
assignment or transfer shall comply with all applicable  securities laws and (d)
each  assignee  or  transferee  represents  to  Lessor,  the  other  Certificate
Purchasers  and  Lessees (i) as set forth in Section  12.2 with  respect to such
transferee  and (ii) that,  and also covenants to such Persons that, it will not
transfer the  Certificate  unless the proposed  transferee  makes the  foregoing
representations and covenants.

     (b) Assumptions of Obligations.  As a condition precedent to any assignment
or transfer  pursuant to this  Section  14.1,  any  transferee  pursuant to this
Section 14.1 shall execute and deliver to Lessees' Agent and Lessor an agreement
in substantially the form of the Assumption Agreement attached hereto as Exhibit
F and thereupon the obligations of the transferring  Certificate Purchaser under
the Operative  Documents  shall be  proportionately  released and reduced to the
extent  of such  transfer.  Upon  any  such  transfer  as  above  provided,  the
transferee  shall be deemed to be bound by all  obligations  (whether or not yet
accrued) under, and to have become a party to, all Operative  Documents to which
its transferor was a party, shall be deemed the "Certificate  Purchaser" for all
purposes  of the  Operative  Documents  and  shall be deemed to have made by the
transferor represented by the interest being conveyed; and each reference herein
and in the other Operative  Documents to the pertinent  "Certificate  Purchaser"
shall thereafter be deemed a reference to the transferee,  to the extent of such
transfer, for all purposes. Upon any such transfer, Lessor shall deliver to each
Certificate Purchaser and Lessees' Agent a new Schedule I to this Lease, revised
to reflect the relevant  information for such new Certificate  Purchaser and the
Commitment of such new Certificate  Purchaser (and the revised Commitment of the
transferor  Certificate  Purchaser if it shall not have  transferred  its entire
interest).

     (c)  Evidence  of  Withholding  Tax  Exemption.  If the  transferee  is not
incorporated  under the laws of the  United  States or any state  thereof,  such
transferee  shall  deliver to Lessees'  Agent a properly  completed and executed
Internal Revenue Service Form 4224 or 1001 or other applicable form, certificate
or document  prescribed  by the Internal  Revenue  Service of the United  States
certifying as to such transferee's compliance with Section 7.2(c).

     Section 14.2.  Participations.  Any  Certificate  Purchaser may at any time
sell to one or more  commercial  banks or other Persons (each of such commercial
banks and other  Persons  being  herein  called a  "Participant")  participating
interests  in all or a portion of its rights and  obligations  under this Lease,
the other Operative  Documents,  the Units or its Certificate  (including all or
any portion of the Rent owing to it); provided, however, that:

          (a) no  participation  contemplated in this Section 14.2 shall relieve
     such  Certificate  Purchaser  from its  obligations  hereunder or under any
     other Operative Document;

          (b) such Certificate Purchaser shall remain solely responsible for the
     performance of its Commitment and other obligations;

          (c)  Lessees  shall  continue to deal  solely and  directly  with such
     Certificate  Purchaser  in  connection  with such  Certificate  Purchaser's
     rights and obligations  under this Lease and the other Operative  Documents
     and such  Certificate  Purchaser  shall have the sole right to enforce  its
     rights under the Operative Documents; and

          (d) no  Participant  shall be  entitled to any  reimbursement  for any
     Taxes,   funding  losses,   additional  costs,  capital  costs  or  reserve
     requirements  pursuant to any of Sections  7.5,  7.6 and 7.8 in excess of a
     proportionate   amount  which  would  have  been  payable  to  the  initial
     Certificate Purchaser from whom such Person directly or indirectly acquired
     its participation.


                                   Article XV

                    Ownership and Grant of Security Interest

     Section 15.1. Grant of Security  Interest.  Title to the Units shall remain
in Lessor,  for the benefit of the Certificate  Purchasers,  as security for the
obligations of each Lessee hereunder and under the other Operative  Documents to
which it is a party  until such  Lessee  has  fulfilled  all of its  obligations
hereunder and thereunder.  Each Lessee hereby assigns,  hypothecates,  transfers
and pledges to Lessor for the benefit of Certificate  Purchasers and Lessor, and
grants to Lessor a security  interest for the benefit of Certificate  Purchasers
and  Lessor  in each  Unit and in each  Sublease  covering  any Unit that may be
entered into from time to time in accordance  with the provisions of this Lease,
and  each  Lessee  hereby  grants  to  Lessor  for the  benefit  of  Certificate
Purchasers  and  Lessor  a  continuing  security  interest  in all of the  other
Collateral,  to secure the payment of all sums due hereunder and under the other
Operative  Documents  to which it is a party  and the  performance  of all other
obligations  hereunder and under the other Operative  Documents to which it is a
party.

     Section 15.2. Retention of Proceeds. If any Lessee would be entitled to any
amount  (including  any Casualty  Recoveries) or title to any Unit hereunder but
for the  existence  of any Event of Default or Incipient  Default,  Lessor shall
hold such  amount or Unit as part of the  Collateral  and shall be  entitled  to
apply such  amounts  against any amounts due  hereunder;  provided,  that Lessor
shall  distribute  such  amount  or  transfer  such  Unit,  to  the  extent  not
theretofore  applied,  in  accordance  with the other terms of this Lease if and
when no Event of Default or Incipient Default exists.


                                   Article XVI

                             [Intentionally Omitted]




                                  Article XVII

                                  Miscellaneous

     Section  17.1.  Payment  of  Transaction  Costs  and  Other  Costs.  If the
transactions  contemplated  hereby are consummated,  Lessees shall,  jointly and
severally,  pay all  Transaction  Costs and the  arrangement  fee  described  in
Section 3.9 in  accordance  with Section 3.9, and in the event the  transactions
contemplated hereby do not close, Lessees shall, jointly and severally, pay such
Transaction  Costs  promptly  upon  receipt of invoices  therefor.  In addition,
Lessees  shall,  jointly  and  severally,   pay  or  reimburse  Lessor  and  the
Certificate Purchasers for all other out-of-pocket costs and expenses (including
allocated fees of internal counsel)  reasonably incurred in connection with: (a)
entering  into,  or  the  giving  or  withholding  of,  any  future  amendments,
supplements,  waivers  or  consents  with  respect  to the  Operative  Documents
(including  without limitation any legal services rendered in connection with or
arising under Section 13.1); (b) any Casualty or termination of the Lease or any
other  Operative  Document;   (c)  the  negotiation  and  documentation  of  any
restructuring  or  "workout",  whether  or not  consummated,  of  any  Operative
Document;  (d) the  enforcement  of the rights or remedies  under the  Operative
Documents;  (e) further assurances  requested pursuant to Section 13.1(h) hereof
or any similar  provision  in other  Operative  Documents;  (f) any  transfer by
Lessor or a  Certificate  Purchaser of any interest in the  Operative  Documents
during the continuance of an Event of Default; (g) the ongoing fees and expenses
of Lessor under the Operative Documents; and (h) the Delivery Date.

     Section 17.2. Effect of Waiver. No delay or omission to exercise any right,
power or remedy accruing to Lessor or any Certificate  Purchaser upon any breach
or default of any Lessee hereunder shall impair any such right,  power or remedy
nor shall it be  construed  to be a waiver of any such breach or default,  or an
acquiescence  therein  or of or in any  similar  breach  or  default  thereafter
occurring,  nor shall any single or  partial  exercise  of any  right,  power or
remedy preclude other or further exercise thereof,  or the exercise of any other
right,  power or remedy, nor shall any waiver of any single breach or default be
deemed a waiver  of any  other  breach  or  default  theretofore  or  thereafter
occurring.  Any waiver,  permit, consent or approval of any kind or character on
the part of Certificate Purchasers or Lessor of any breach or default under this
Lease  must  be  specifically   set  forth  in  writing  and  must  satisfy  the
requirements  set forth in Section 17.5 with respect to approval by  Certificate
Purchasers and Lessor.

     Section 17.3. Survival of Covenants.  All  representations,  warranties and
covenants of each Lessee under Article IV,  Article V, Article VII,  Article XI,
Article  XV,  Sections  9.1,  12.1 and 13.1  shall  survive  the  expiration  or
termination of this Lease to the extent arising prior to any such  expiration or
termination.

     Section 17.4. Applicable Law. This Lease shall be governed by and construed
under the laws of Illinois without regard to conflict of law principles.

     Section  17.5.  Effect  and   Modification.   This  Lease  exclusively  and
completely states the rights of Lessor,  Certificate Purchasers and Lessees with
respect to the leasing of the Units and supersedes all prior agreements, oral or
written, with respect thereto. No variation, modification amendment or waiver of
this Lease or any other Operative  Document shall be valid unless in writing and
signed by Lessor and by Lessees.

     Section  17.6.  Notices.  All  demands,  notices  and other  communications
hereunder  shall be in writing  and shall be deemed to have been duly given when
personally  delivered or one Business Day after being sent by overnight delivery
service or three days after being deposited in the mail,  certified mail postage
prepaid,  or when sent by facsimile  transmission,  if  confirmed by  mechanical
confirmation and if a copy thereof is promptly thereafter  personally delivered,
sent by overnight  delivery  service or so deposited in the mail,  addressed to:
(A) Lessor or each Lessee at the address set forth below the  signature  of such
party on the signature page hereof, or at such other address as may hereafter be
furnished in accordance  with this Section 17.6 by either party to the other and
Lessees'  Agent,  (B) if to Lessees'  Agent at Arch Coal,  Inc.,  Cityplace One,
Suite 300, St. Louis,  Missouri  63141 or such other address as may hereafter be
furnished in accordance  with this Section 17.6 by Lessees' Agent to the parties
hereto, and (C) each Certificate  Purchaser at its address set forth in Schedule
I hereto or in the  register  maintained  pursuant  to Section  2.8 of the Trust
Agreement.

     Section 17.7.  Consideration  for Consents to Waivers and Amendments.  Each
Lessee  hereby  agrees that it will not,  and that it will not permit any of its
Affiliates to, offer or give any consideration or benefit of any kind whatsoever
to any  Certificate  Purchaser in  connection  with,  in exchange  for, or as an
inducement to, such Certificate Purchaser's consent to any waiver in respect of,
any  modification  or amendment of, any  supplement  to, or any other consent or
approval under, any Operative  Document unless such  consideration or benefit is
offered ratably to all Certificate Purchasers.

     Section  17.8.  Counterparts.  This  Lease  has been  executed  in  several
numbered  counterparts.  Only the counterpart  designated as counterpart "No. 1"
shall  evidence  a  monetary  obligation  of Lessees or shall be deemed to be an
original or to be chattel paper for purposes of the Uniform Commercial Code, and
such copy shall be held by Lessor.

     Section 17.9. Severability. Whenever possible, each provision of this Lease
shall  be  interpreted  in  such  manner  as to be  effective  and  valid  under
Applicable  Laws and  Regulations;  but if any  provision of this Lease shall be
prohibited by or invalid under Applicable Laws and  Regulations,  such provision
shall be  ineffective to the extent of such  prohibition or invalidity,  without
invalidating the remainder of such provision or the remaining provisions of this
Lease.

     Section 17.10. Successors and Assigns. This Lease shall be binding upon the
parties  hereto and their  respective  successors and assigns and shall inure to
the benefit of the parties hereto and their respective  successors and permitted
assigns.

     Section 17.11. No Third-Party  Beneficiaries.  Nothing in this Lease or the
other Operative  Documents shall be deemed to create any right in any Person not
a party hereto or thereto  (other than the permitted  successors  and assigns of
Certificate  Purchasers,  Lessor and Lessees),  and such agreements shall not be
construed in any respect to be a contract in whole or in part for the benefit of
any third party except as aforesaid.

     Section 17.12.  Brokers.  None of the parties has engaged or authorized any
broker,  finder,  investment  banker or other  third party to act on its behalf,
directly or indirectly,  as a broker,  finder,  investment banker,  agent or any
other  like  capacity  in  connection  with  this  Lease  or  the   transactions
contemplated hereby, except that Lessees have, through Parent Guarantor, engaged
BALCAP pursuant to the letter agreement referred to in Section 3.9 hereof.

     Section 17.13. Captions; Table of Contents.  Section captions and the table
of contents used in this Lease  (including the  Schedules,  Exhibits and Annexes
hereto)  are for  convenience  of  reference  only  and  shall  not  affect  the
construction of this Lease.

     Section 17.14. Schedules and Exhibits. The Schedules,  Annexes and Exhibits
hereto,  along  with  all  attachments  referenced  in any  of  such  items  are
incorporated herein by reference and made a part hereof.

     Section  17.15.  Submission  to  Jurisdiction.  Any suit by  Lessor  or any
Certificate  Purchaser  to  enforce  any  claim  arising  out of  the  Operative
Documents  may be  brought  in any state or Federal  court  located in  Illinois
having subject  matter  jurisdiction,  and with respect to any such claim,  each
party to this Lease hereby irrevocably:  (a) submits to the jurisdiction of such
courts; and (b) consents to the service of process out of said courts by mailing
a copy  thereof,  by  registered  mail,  postage  prepaid,  to such party at its
address  specified in this Lease,  and agrees that such service,  to the fullest
extent permitted by law: (i) shall be deemed in every respect  effective service
of process  upon it in any such suit,  action or  proceeding;  and (ii) shall be
taken and held to be valid  personal  service upon and personal  delivery to it.
Each Lessee irrevocably  waives, to the fullest extent permitted by law: (A) any
claim,  or any objection,  that it now or hereafter may have,  that venue is not
proper with  respect to any such suit,  action or  proceeding  brought in such a
court located in Illinois including, without limitation, any claim that any such
suit,  action  or  proceeding  brought  in such  court  has been  brought  in an
inconvenient  forum;  and (B) any claim  that  such  Lessee  is not  subject  to
personal  jurisdiction  or service of process in such forum.  Such Lessee agrees
that any suit to enforce any claim arising out of the Operative Documents or any
course of conduct or dealing  of Lessor or any  Certificate  Purchaser  shall be
brought and  maintained  exclusively  in any state or Federal  court  located in
Illinois.  Nothing in this Section 17.15 shall affect the right of Lessor or any
Certificate  Purchaser to bring any action or proceeding  against such Lessee or
any Unit or other  Collateral  in the  courts  of any other  jurisdiction.  Such
Lessee  agrees that a final  judgment in any action or  proceeding in a state or
Federal court within the United States may be enforced in any other jurisdiction
by suit on the judgment or in any other manner provided by law.

     Section 17.16.  Jury Trial.  Each Lessee,  each  Certificate  Purchaser and
Lessor  waives  any  right to a trial by jury in any  action  or  proceeding  to
enforce or defend any rights under this Lease or any other Operative Document or
under any amendment, instrument, document or agreement delivered or which may in
the future be delivered in connection  herewith or therewith or arising from any
relationship  existing  in  connection  with this  Lease or any other  Operative
Document and agrees that any such action or  proceeding  shall be tried before a
court and not before a jury.

     Section 17.17.  License to Enter Land.  Each Lessee hereby grants to Lessor
(or such other Person as Lessor may designate) an  irrevocable  license to enter
upon the land  where  any Unit is  located;  except  that  Lessor  shall  not be
entitled to exercise  such  license  unless an Event of Default  exists and this
Lease or such Lessee's rights of possession hereunder are terminated.

                  [remainder of page intentionally left blank]







     In Witness  Whereof,  the parties hereto have executed this Lease as of the
day and year first above written.



Apogee Coal Company                   Hobet Mining, Inc.
  as Lessee                             as Lessee



By:/s/ Mark A. Luzecky                By: /s/ Mark A. Luzecky
Name: Mark A. Luzecky                 Name: Mark A. Luzecky 
Title: Attorney-In-Fact               Title: VP

Address:                              Address:
c/o Arch Coal, Inc.                   c/o Arch Coal, Inc.
Cityplace One, Suite 300              Cityplace One, Suite 300
St. Louis, Missouri  63141            St. Louis, Missouri 63141
Attention:  Patrick A. Kriegshauser   Attention: Patrick A. Kriegshauser
314-994-2930                          314-994-2930
Facsimile: 314-994-2739               Facsimile: 314-994-2739



Catenary Coal Company                 First Security Bank, National
  as Lessee                             Association, not in its
                                        individual capacity except
                                        as expressly provided
                                        herein, but solely as
                                        Certificate Trustee, as
                                        Lessor


By:  /s/ Mark A. Luzecky              By:  /s/ Nancy M. Dahl
Name: Mark A. Luzecky                 Name: Nancy M. Dahl
Title:  VP                            Title: Vice President

Address:                              Address:
c/o Arch Coal, Inc.                   First Security Bank, National Association
Cityplace One, Suite 300              Corporate Trust Department
St. Louis, Missouri  63141            79 South Main Street
Attention:  Patrick A. Kriegshauser   Salt Lake City, Utah 84111
314-994-2930                          Attention: Corporate Trust Services
Facsimile: 314-994-2739               801-246-5630
                                      Facsimile:  801-246-5053


BA Leasing & Capital Corporation      First Union National Bank
  as Certificate Purchaser            as Certificate Purchaser


By: /s/ Mark A. Erickson              By: /s/ Laurence M. Levy
Name: Mark A. Erickson                Name: Laurence M. Levy
Title: Vice President                 Title:  Vice President


Barclays Bank PLC                     Bank of Montreal
  as Certificate Purchaser            as Certificate Purchaser


By: /s/ Thomas S. Olzenski            By: /s/ Michael P. Sassos
Name:  Thomas S. Olzenski             Name: Michael P. Sassos
Title:  Director                      Title: Director


Great-West Life & Annuity Insurance
  Company
as Certificate Purchaser


By: /s/ James G. Lowery
Name: James G. Lowery
Title: Assistant Vice President Investments








                    Schedule I to Lease Intended as Security
                          Dated as of January 15, 1998

      1.   Lessor

           First Security Bank, National Association

Address for all communications (except wire transfers):
First Security Bank, National Association
Corporate Trust Department
79 South Main Street
Salt Lake City, Utah  84111
Attention: Corporate Trust Services
Phone: 801-246-5630
Facsimile:  801-246-5053

Address for wire transfers:
see above address, Attention: DeAnn Madsen (801-246-5809)


Bank:  First Security Bank, National Association
ABA Routing #: 124-0000-12
Account #: 051-0922115
Payee:  First Security Bank, N.A.
Notify: DeAnn Madsen (801-246-5809)
Reference: Arch Coal Acct. No. 33833


Notices Relating to Payments:  see above address



     2.   Certificate Purchaser                         Commitment

     GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY        $19,778,568.53

Address for all communications (other than payment notices):
(except wire transfers):

Great-West Life & Annuity Insurance Company
8515 East Orchard Road
3rd Floor, Tower 2
Englewood, Colorado 80111
Attention: Corporate Finance Investments
Facsimile: 303-689-6193
Tax I.D. #84-0467907

Address for wire transfers:

ABA #091-000-019 NW MPLS/TRUST CLEARING
ACCT #08-40-245 ATTN: Acct. #12468800
Special Instructions:    1)   security description (PPN: 33632* SU 2)
                         2)   allocation of payment between principal and
                              interest, and
                         3)   confirmation of principal balance

Address for payment notices:

Norwest Bank Minnesota, N.A.
733 Marquette Avenue, Investors Bldg., 5th Floor
Minneapolis, Minnesota 55479-0047
Facsimile: 612-667-3331
Attention:  Income Collections



     3.   Certificate Purchaser                         Commitment

          BANK OF MONTREAL                              $14,833,926.40

Address for all communications:
except wire transfers):

Mr. Ian Plester, Director
Bank of Montreal
430 Park Avenue, 14th Floor
New York, New York 10022
Phone: 212-605-1417
Facsimile: 212-605-1451
Tax I.D. #13-4941092

Address for wire transfers and payment notices:

Bank of Montreal
115 South LaSalle Street
Chicago, Illinois 60603
Attention: Client Services, Ms. Neelam Dass
Phone: 312-750-3852
Facsimile: 312-750-6061

Address for wire transfers:

Bank:  Harris Bank
ABA Routing #: 071 000 288
Account Name: Bank of Montreal
Account #: 1248566
Reference:  Arch Coal Lease Agr. [Int./Prin/Fee $$]
PPN: 33632* SU 2



     4.   Certificate Purchaser                         Commitment

          BARCLAYS BANK PLC                             $14,833,926.40

Address for all communications:
except wire transfers):

Barclays Bank PLC
222 Broadway, 11th Floor
New York, New York 10038
Attention: Tom Olzenski
Phone: 212-412-2981
Tax I.D. #134942190

Address for wire transfers:

Bank: Barclays Bank
ABA Routing #: 026002574
Clad Control Account 050019104
Reference: Arch Coal
PPN 3362* SU 2

Address for payment notices:

Barclays Bank PLC
75 Wall Street, 12th Floor
New York, New York 10265
Attention: Christine Francese
Phone: 212-412-3721
Facsimile: 212-412-5306/5307/5308




     5.   Certificate Purchaser                         Commitment

     FIRST UNION NATIONAL BANK                          $14,833,926.40

Address for all communications:
except wire transfers):

First Union National Bank
201 South Jefferson Street
VA-7406
Roanoke, Virginia 24011
Credit Contact: Larry Levy, Vice President
Phone: 540-563-7609
Facsimile: 540-563-6320
and
First Union National Bank
10 South Jefferson Street
VA-7628
Roanoke, Virginia 24011
Administrative Contact: Lisa Hodgdon, Participation Clerk
Phone: 540-857-4628
Facsimile: 540-857-4633
Tax I.D. #56-0900030

Address for wire transfers:

Bank:  First Union National Bank
ABA Routing #: 051400549
Account #: 145916 0000005

Attention: Lisa Hodgdon
Reference: Arch Coal Inc.
PPN: 33632* SU 2





      6.   Certificate Purchaser                         Commitment

           BA Leasing & Capital Corporation              $9,889,284.27

Address for all communications:
(except wire transfers):

BA Leasing & Capital Corporation
555 California Street, 4th Floor
San Francisco, CA  94104
Attn: Contract Administration
Facsimile: 415-765-7373
Tax I.D. #94-1627057

Address for wire transfers:

Bank:  Bank of America NT&SA
San Francisco Main Branch
San Francisco, California
ABA Routing #:  121 000 358
Account #: 06568-57503

Payee:     BA Leasing & Capital Corporation
Notify:    Richard Walter (415) 765-7476
Reference: Arch Coal Inc.
PPN: 33632* SU 2   






                    Schedule II to Lease Intended as Security
                          Dated as of January 15, 1998

      A.   Description of Units.

     Leased by Apogee Coal Company

                                  RUFFNER MINE

                                        Mfr.            Co.
          Item      Mfr      Model     Serial No.     ID. No.
          ---------------------------------------------------

          Truck     Dresser   685E      GF31999        2430800
          Truck     Dresser   685E      GF32000        2430900
          Truck     Dresser   685E      GF32003        2431000
          Truck     Dresser   830E      GF32195        2450600
          Truck     Dresser   830E      GF32217        2450700
          Truck     Dresser   830E      GF32218        2450800
          Truck     Dresser   830E      GF32219        2450900
          Truck     Dresser   830E      GF32340        2451000
          Truck     Dresser   830E      23252          2451100
          Truck     Dresser   830E      23260          2451200
          Truck     Dresser   830E      32378          2451300
          Truck     Dresser   830E      32379          2451400
          Truck     Dresser   830E      32380          2451500

  Leased by Apogee Coal Company

                                  WYLO MINE

                                        Mfr.            Co.
          Item      Mfr      Model     Serial No.     ID. No.
          ---------------------------------------------------

          Shovel    P&H       4100      55273          2240100
          Truck     Dresser   830E      GF31970        2450100
          Truck     Dresser   830E      GF31971        2450200
          Truck     Dresser   830E      GF32071        2450300
          Truck     Dresser   830E      GF32072        2450400
          Truck     Dresser   830E      GF32073        2450500





     Leased by Catenary Coal Company

                                  SAMPLES MINE

                                        Mfr.            Co.
          Item      Mfr      Model     Serial No.     ID. No.
          ---------------------------------------------------

          Loader    LeToumeau L1400     CR-2024        2140200
          Shovel    B.E.*     495B      140964-6A      2240100
          Truck     Dresser   830E      GF32119        2450100
          Truck     Dresser   830E      GF32120        2450200
          Truck     Dresser   830E      GF32121        2450300
          Truck     Dresser   830E      GF32178        2450400
          Truck     Dresser   830E      GF32179        2450500
          Truck     Dresser   830E      GF32180        2450600
          Truck     Dresser   830E      GF32181        2450700
          Truck     Dresser   830E      GF32191        2450800
          Truck     Dresser   830E      GF32192        2450900
          Truck     Dresser   830E      GF32193        2451000
          Truck     Dresser   830E      GF32194        2451100
          Truck     Dresser   830E      GF32252        2451200


     Leased by Hobet Mining, Inc.


                                  HOBET 21 MINE

                                        Mfr.            Co.
          Item      Mfr      Model     Serial No.     ID. No.
          ---------------------------------------------------
          Truck     Dresser   830E      GF31859        12411700
          Shovel    B.E.*     495B      140931         12414100
          Truck     Dresser   830E      GF31904        12801500
          Truck     Dresser   830E      GF31905        12921600
          Truck     Dresser   830E      GF31906        13019200
          Truck     Dresser   830E      GF31907        13105900
          Truck     Dresser   830E      GF31974        13263200

     Leased by Hobet Mining, Inc.


                                  DAL-TEX MINE

                                        Mfr.            Co.
          Item      Mfr      Model     Serial No.     ID. No.
          ---------------------------------------------------

          Dragline  Marion    8200      23231          11341700
          Shovel    B.E.*     295B      140838         72229500
          Shovel    B.E.*     495B      140900         72274900
          Shovel    B.E.*     495B      14901          72275100
          Truck     Cat**     785       8GB0429        72289600
          Truck     Cat**     785       8GB0443        72289700
          Truck     Cat**     789       9CZ00540       76111000
          Truck     Cat**     789       9CZ00539       76111200
          Truck     Cat**     789       9CZ00541       76111800
          Truck     Cat**     793       3SJ00012       76114500
          Truck     Cat**     793       3SJ00013       76114600
          Truck     Cat**     793       3SJ00014       76114700
          Truck     Cat**     994       9YF00034       76119100
          Truck     Cat**     793       3SJ00041       76119200
          Truck     Cat**     793       3SJ00042       76119300
          Truck     Cat**     793       3SJ00045       76119400

*Bucyrus-Erie
**Caterpillar



                  Schedule II to Lease Intended as Security
                          Dated as of January 15, 1998

      B.   Rental Schedule:

     YEAR           RENT NUMBER         CAPITAL RENT        APPLICABLE
                                                            PERCENTAGE

     1                   1              1,920,858
                         2              1,920,858
                         3              1,920,858
                         4              1,920,858
     2                   5              1,920,875
                         6              1,920,875
                         7              1,920,875
                         8              1,920,875
     3                   9              1,920,877
                        10              1,920,877
                        11              1,920,877
                        12              1,920,877                53.92%
     4                  13              1,540,615
                        14              1,540,615
                        15              1,540,615
                        16              1,540,615                50.28%
     5                  17              1,184,828
                        18              1,184,828
                        19              1,184,828
                        20             41,402,250                45.13%









                            Filings and Recordings

                         
JURISDICTION             TYPE OF FILING      DEBTOR                   SECURED PARTY
- ---------------------------------------------------------------------------------------------------------------
IL-Secretary of State    UCC-1               Apogee Coal Company      First Security Bank, National Association
WV-Secretary of State    UCC-1               Apogee Coal Company      First Security Bank, National Association
Boone County, WV         UCC-1               Apogee Coal Company      First Security Bank, National Association
Lincoln County, WV       UCC-1               Apogee Coal Company      First Security Bank, National Association
Logan County, WV         UCC-1               Apogee Coal Company      First Security Bank, National Association
Mingo County, WV         UCC-1               Apogee Coal Company      First Security Bank, National Association
WV-Secretary of State    UCC-1               Hobet Mining, Inc.       First Security Bank, National Association
Boone County, WV         UCC-1               Hobet Mining, Inc.       First Security Bank, National Association
Lincoln County, WV       UCC-1               Hobet Mining, Inc.       First Security Bank, National Association
Logan County, WV         UCC-1               Hobet Mining, Inc.       First Security Bank, National Association
Mingo County, WV         UCC-1               Hobet Mining, Inc.       First Security Bank, National Association
WV-Secretary of State    UCC-1               Catenary Coal Company    First Security Bank, National Association
Boone County, WV         UCC-1               Catenary Coal Company    First Security Bank, National Association
Lincoln County, WV       UCC-1               Catenary Coal Company    First Security Bank, National Association
Logan County, WV         UCC-1               Catenary Coal Company    First Security Bank, National Association
Mingo County, WV         UCC-1               Catenary Coal Company    First Security Bank, National Association

Schedule III (to Lease Intended as Security) Schedule IV to Lease Intended as Security Dated as of January 15, 1998 Governmental Actions None. EXHIBIT A TO LEASE INTENDED AS SECURITY DATED AS OF JANUARY 15, 1998 FORM OF BILL OF SALE [__________], a [__________] corporation ("Seller"), is the owner of the items (together with all repairs, parts, supplies, accessories, equipment and devices affixed thereto or installed thereon, and all warranties, covenants and representations of any manufacturer or vendor thereof, the "Units") of personal property described on Annex A hereto; Seller sells, grants, conveys, transfers and assigns title to the Units to First Security Bank, National Association, not individually but solely as Certificate Trustee ("Buyer") under that certain Lease Intended as Security dated as of January 15, 1998 (the "Lease") among Seller, Buyer, and the several Certificate Purchasers listed on Schedule I thereto; and; and Seller warrants to Buyer, its successors and assigns, that there is conveyed to Buyer good and marketable title to the Units, free and clear of all liens, claims, rights or encumbrances of others (except the rights of Seller pursuant to the Lease), and Seller will warrant and defend such title forever against all claims and demands whatsoever. Seller hereby assigns to Buyer, to the extent assignable, all of its interest, if any, in any warranties, covenants and representations of any vendor of any Unit. THIS BILL OF SALE shall be governed by the laws of the State of Illinois, without regard to conflict of law principles. IN WITNESS WHEREOF, Seller has caused this Bill of Sale to be executed and delivered by one of its duly authorized officers this ______ day of January, 1998. [-------------------------------------] By:___________________________________ Name Printed: Title: - ------------------------------------------ ANNEX A TO BILL OF SALE DESCRIPTION OF UNITS: 1. 2. 3. EXHIBIT B TO LEASE INTENDED AS SECURITY DATED AS OF JANUARY 15, 1998 FORM OF ACCEPTANCE CERTIFICATE to: First Security Bank, National Association, not in its individual capacity, but solely as Certificate Trustee (together with its successors, assigns and transferees, "Certificate Trustee") under that certain Trust Agreement, dated as of January 15, 1998, among Certificate Trustee and the several Certificate Purchasers named therein. Reference is hereby made to their certain Lease Intended as Security dated as of January 15, 1998 (the "Lease") among [__________________] ("Lessee"), the other Lessees named therein, Certificate Trustee, as lessor ("Lessor") and the several Certificate Purchasers named therein. Unless otherwise defined herein, or the context hereof otherwise requires, terms which are defined or defined by reference in the Lease shall have the same meanings when used herein. Lessee certifies to Lessor, and for the benefit of Certificate Purchasers (and their respective successors, assigns and transferees), as follows: 1. That it has inspected, received, approved and accepted delivery of the Units listed under its name on Schedule II to the Lease which are all of the Units to be leased by it under the Lease. 2. That the Units listed under its name on Schedule II to the Lease are subject to and governed by all of the provisions of the Lease. 3. That the Units listed under its name on Schedule II to the Lease are in good operating order, repair, condition and appearance and that Lessee has no knowledge of any defect therein with respect to design, manufacture, condition (reasonable wear and tear excepted) or in any other respect. IN WITNESS WHEREOF, Lessee has caused this Acceptance Certificate to be duly executed and delivered by one of its officers thereunto duly authorized this _____ day of January, 1998. [-----------------------] By:___________________________________ Name Printed:______________________ Title:_____________________________ EXHIBIT C-1 TO LEASE INTENDED AS SECURITY DATED AS OF JANUARY 15, 1998 FORM OF OPINION OF LESSEES' COUNSEL January_, 1998 The Parties Named on Schedule I Attached Hereto Re: Arch Coal, Inc. Lease Intended As Security Ladies and Gentlemen: I am General Counsel of Apogee Coal Company, a Delaware corporation, Catenary Coal Company, a Delaware corporation, and Hobet Mining, Inc., a West Virginia corporation (collectively, "Lessees"), Arch Coal, Inc., a Delaware corporation ("Parent Guarantor"), Allegheny Land Company, a Delaware corporation, Arch Coal Sales Company, Inc., a Delaware corporation, Ark Land Company, a Delaware corporation, Cumberland River Coal Company, a Delaware corporation, and Mingo Logan Coal Company, a Delaware corporation (collectively, "Subsidiary Guarantors"). I have examined and am familiar with originals of or copies identified to my satisfaction of the Lease Intended as Security, dated as of January 15, 1998 (the "Lease"), among Lessees, First Security Bank, National Association, a national banking association, not in its individual capacity except as specifically set forth in the Trust Agreement, but solely in its capacity as Certificate Trustee ("Lessor"), and the Persons listed in Schedule I thereto, as Certificate Purchasers (each a "Certificate Purchaser" and collectively the "Certificate Purchasers"; provided that no such reference shall be deemed to refer to any Person who is not a holder of a Certificate at the date of determination, other than for purposes of Article VII of the Lease), each of the other Operative Documents, the original or certified certificate or articles of incorporation, as the case may be, and the by-laws of the Lessees, Subsidiary Guarantors and Parent Guarantor, and such other documents and proceedings as I have considered necessary for the purpose of rendering this opinion. In addition, I have examined and am familiar with such other legal and factual matters as I have deemed necessary for the purpose of rendering this opinion. Capitalized terms used in this opinion and not otherwise defined herein shall have the respective meanings specified in Article I of the Lease. This opinion is being furnished to you at the request of Lessees, the Parent Guarantor and the Subsidiary Guarantors pursuant to the Operative Documents. Reference in this opinion to "knowledge" means the knowledge of attorneys in my office which have devoted substantive attention to matters directly related to the Operative Documents. In rendering this opinion I have assumed: (a) the genuineness of the signatures on all documents and instruments (other than the signatures of officers of Lessees, Parent Guarantor and Subsidiary Guarantors on the Operative Documents to which any Lessee, Parent Guarantor or any Subsidiary Guarantor, as the case may be, is a party), the authenticity of all documents submitted as originals, and the conformity to originals of all documents submitted as photostatic or certified copies; and (b) that the Operative Documents constitute the legal, valid and binding obligations of the respective parties thereto, if any, other than Lessees, Parent Guarantor and Subsidiary Guarantors. Based upon and subject to the foregoing and the further limitations, qualifications and exceptions set forth below, I am of the opinion that: 1. Each Lessee is a corporation duly organized, validly existing and in good standing under the laws of the state of its incorporation and has all requisite corporate power and authority to conduct its business as presently conducted, to own or hold under lease or subleases its properties, to enter into, execute, deliver, and perform its obligations under the Operative Documents to which it is a party, and is duly qualified as a foreign corporation authorized to do business and is in good standing in every other jurisdiction in which its failure to be so qualified would have a Material Adverse Effect or prevent the enforcement of contracts to which such Lessee is a party. 2. Parent Guarantor is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to conduct its business as presently conducted, to own, lease, license or use its assets and carry on its business, to enter into, execute, deliver and perform its obligations under the Parent Guaranty and is duly qualified as a foreign corporation authorized to do business and is in good standing in every other jurisdiction in which its failure to be so qualified would have a Material Adverse Effect or prevent the enforcement of contracts to which Parent Guarantor is a party. 3. Each Subsidiary Guarantor is a corporation duly organized, validly existing and in good standing under the laws of the state of its incorporation and has all requisite corporate power and authority to conduct its business as presently conducted, to own or hold under lease or sublease its properties, to enter into, execute, deliver and perform its obligations under the Subsidiary Guaranty and is duly qualified as a foreign corporation authorized to do business and is in good standing in every other jurisdiction in which its failure to be so qualified would have a Material Adverse Effect or prevent the enforcement of contracts to which such Subsidiary Guarantor is a party. 4. The execution and delivery by each Lessee of, the consummation by such Lessee of the transactions provided for in, and the compliance by such Lessee with all of the provisions of, each Operative Document to which it is a party have been duly authorized by all necessary corporate action on its part; and neither the execution and delivery thereof, nor the consummation of the transactions contemplated thereby (including, without limitation, the operation of the Units), nor compliance by such Lessee with any of the terms and provisions thereof (i) requires any approval of the stockholders of such Lessee, or approval or consent of any trustee or holder of any of such Lessee's indebtedness or obligations; (ii) contravenes or will contravene any applicable laws currently in effect applicable to or binding upon such Lessee or the Units; (iii) conflicts with, results in any breach of or constitutes any default under, or results in the creation of any Lien (other than the respective rights and interest of such Lessee, Certificate Purchasers or Lessor as provided in the Operative Documents) upon any of such Lessee's property under, (A) any indenture, mortgage, chattel mortgage, deed of trust, lease, conditional sales contract, loan or credit arrangement or other material agreement or instrument by which such Lessee or any of its properties may be bound or by which the Units may be materially adversely affected, (B) such Lessee's corporate charter or (C) such Lessee's by-laws; or (iv) requires or will require any Governmental Action, including, but not limited to, any Governmental Action to perfect the right of Certificate Purchasers and Lessor intended to be created by the Operative Documents other than as set forth in Paragraph 21 hereof. 5. The execution and delivery by Parent Guarantor of, the consummation by Parent Guarantor of the transactions provided for in, and the compliance by Parent Guarantor with all of the provisions of, the Parent Guaranty have been duly authorized by all necessary corporate action on its part; and neither the execution and delivery thereof, nor the consummation of the transactions contemplated thereby, nor compliance by Parent Guarantor with any of the terms and provisions thereof (i) requires any approval of the stockholders of Parent Guarantor, or approval or consent of any trustee or holder of any of Parent Guarantor's indebtedness or obligations (other than that which has been obtained by Parent Guarantor); (ii) contravenes or will contravene any applicable laws currently in effect applicable to or binding upon Parent Guarantor; (iii) conflicts with, results in any breach of or constitutes any default under, or results in the creation of any Lien upon any of Parent Guarantor's property under, (A) any indenture, mortgage, chattel mortgage, deed of trust, lease, conditional sales contract, loan or credit arrangement or other material agreement or instrument by which Parent Guarantor or any of its properties may be bound, (B) Parent Guarantor's Certificate of Incorporation or (C) Parent Guarantor's by-laws; or (iv) requires or will require any Governmental Action to perfect the right of Certificate Purchasers and Lessor intended to be created by the Operative Documents. 6. The execution and delivery by each Subsidiary Guarantor of, the consummation by such Subsidiary Guarantor of the transactions provided for in, and the compliance by such Subsidiary Guarantor with all of the provisions of, the Subsidiary Guaranty have been duly authorized by all necessary corporate action on its part; and neither the execution and delivery thereof, nor the consummation of the transactions contemplated thereby, nor compliance by such Subsidiary Guarantor with any of the terms and provisions thereof (i) requires any approval of the stockholders of such Subsidiary Guarantor, or approval or consent of any trustee or holder of any of such Subsidiary Guarantor's indebtedness or obligations; (ii) contravenes or will contravene any applicable laws currently in effect applicable to or binding upon such Subsidiary Guarantor; (iii) conflicts with, results in any breach of or constitutes any default under, or results in the creation of any Lien upon any of such Subsidiary Guarantor's property under, (A) any indenture, mortgage, chattel mortgage, deed of trust, lease, conditional sales contract, loan or credit arrangement or other material agreement or instrument by which such Subsidiary Guarantor or any of its properties may be bound, (B) such Subsidiary Guarantor's corporate charter or (C) such Subsidiary Guarantor's by-laws; or (iv) requires or will require any Governmental Action to perfect the right of Certificate Purchasers and Lessor intended to be created by the Operative Documents. 7. Each Operative Document to which each Lessee is a party has been duly executed and delivered by such Lessee and constitutes its legal, valid and binding obligation, enforceable against such Lessee in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency and similar laws affecting creditors' rights generally and by general equitable principles. 8. The Subsidiary Guaranty has been duly executed and delivered by each Subsidiary Guarantor and constitutes its legal, valid and binding obligation, enforceable against such Subsidiary Guarantor in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency and similar laws affecting creditors' rights generally and by general equitable principles. 9. The Parent Guaranty has been duly executed and delivered by Parent Guarantor and constitutes its legal, valid and binding obligation, enforceable against Parent Guarantor in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency and similar laws affecting creditors' rights generally and by general equitable principles. 10. There is no action, proceeding or investigation pending or, to the best of my knowledge, threatened which questions the validity of the Operative Documents to which any Lessee is a party or any action taken or to be taken pursuant thereto; nor is any action, proceeding or investigation pending or, to the best of my knowledge, threatened against any Lessee or its property which is reasonably likely to result, either in any case or in the aggregate, in a Material Adverse Effect. 11. There is no action, proceeding or investigation pending or, to the best of my knowledge, threatened which questions the validity of the Parent Guaranty or Subsidiary Guaranty or any action taken or to be taken pursuant thereto; nor is any action, proceeding or investigation pending or, to the best of my knowledge, threatened against any Parent Guarantor or any Subsidiary Guarantor or its respective property which is reasonably likely to result, either in any case or in the aggregate, in a Material Adverse Effect. 12. No authorizations, consent, approval, license or formal exemption from, nor any filing, declaration or registration with, any Authority (other than approval of the Board of Directors of each Lessee which has been obtained prior to the date hereof) is or will be required in connection with the execution and delivery by such Lessee of the Operative Documents, or the performance by such Lessee of its obligations under such Operative Documents or the ownership, operation and maintenance of the Units as contemplated by the Operative Documents. 13. No authorizations, consent, approval, license or formal exemption from, nor any filing, declaration or registration with, any Authority (other than approval of the Board of Directors of Parent Guarantor or each Subsidiary Guarantor, as the case may be, which has been obtained prior to the date hereof) is or will be required in connection with the execution and delivery by Parent Guarantor or such Subsidiary Guarantor of the Parent Guaranty or Subsidiary Guaranty, as the case may be, or the performance by Parent Guarantor or such Subsidiary Guarantor of its obligations under Parent Guaranty or Subsidiary Guaranty, as the case may be. 14. None of any Lessee, Parent Guarantor nor any Subsidiary Guarantor is an "investment company" or a company "controlled" by an "investment company" within the meaning of the Investment Company Act of 1940, as amended. The proceeds of the sale of the Units and the issuance of the Certificates, if used in accordance with the terms of the Operative Documents, will not result in a violation of Regulations G. T. U or X of the Board of Governors of the Federal Reserve System. 15. None of any Lessee, Parent Guarantor nor any Subsidiary Guarantor is subject to regulation as a "holding company," an "affiliate" of a "holding company," or a "subsidiary company" of a "holding company," within the meaning of the Public Utility Holding Company Act of 1935, as amended. 16. The registration of the Certificates or the interests of Certificate Purchasers under the Securities Act of 1933, as amended, is not required under the circumstances contemplated by the Lease; and no qualification of an indenture in respect of such Certificates or interests under the Trust Indenture Act of 1939, as amended, is required in connection therewith. 17. The Lease is in form sufficient to create a valid security interest under Article 9 of the UCC in favor of Lessor for the benefit of Certificate Purchasers, as security for payment of each Lessee's obligations under the Lease, in those items and types of Collateral which are subject to the provisions of Article 9 of the UCC. 18. Neither Lessor nor any Certificate Purchaser will become solely by reason of entering into the Lease or the consummation of the transactions contemplated thereby (other than upon the exercise of remedies under the Lease or upon the expiration thereof) subject to ongoing regulation of its operations by any Authority. 19. The Bills of Sale are in form sufficient under the laws of the State of Missouri to convey valid title to the property described therein to Lessor. 20. Each UCC financing statement listed on Schedule A hereto is in proper form for filing, and upon the due filing of such financing statements with the offices listed on Schedule A hereto, the security interest of Lessor, on behalf of Certificate Purchasers, in all the Collateral will be perfected to the extent that a security interest in such Collateral may be perfected under the UCC by so filing, and the description of such Collateral therein is adequate. No other filing, recordation or registration is necessary under the UCC in order to perfect Lessor's security interest in such Collateral. 21. The payment by Lessees and the receipt by Lessor, for the benefit of Certificate Purchasers, of the Basic Rent, Supplemental Rent and all other amounts, fees or interest due and payable under the Lease and the other Operative Documents and any transactions described therein, and any interest rate cap fee paid or payable to Certificate Purchasers or their Affiliates, are not usurious under or otherwise in violation of the laws of the State of Missouri. 22. No state or local recording tax, transfer tax, stamp tax or other similar fee, tax or governmental charge is required to be paid to the State of Missouri or any political subdivision thereof in connection with the execution, delivery, filing or recording of the Operative Documents or the transfer of the Units, other than statutory filing and recording fees that are to be paid upon the filing and recording, as applicable, of the UCC financing statements filed in connection with the transactions contemplated by the Operative Documents and transfer taxes that are to be paid by Lessees upon the transfer of the Units on the Delivery Date. 23. In an action or proceeding arising out of or relating to the Operative Documents in any court in the State of Missouri (including any federal court located in such state), such court will recognize and give effect to the provisions therein wherein the parties agree that such documents shall be governed by and construed in accordance with the laws of the State of Illinois. I advise you that a court sitting in the State of Missouri would look to the conflict of laws principles of the State of Missouri to determine which law governs. Under Missouri law the parties to agreements such as the Operative Documents may agree that such agreements shall be governed by the law of a particular jurisdiction so long as some element of such agreement is property referable to that jurisdiction. Courts applying conflict of laws principles of the State of Missouri have not enforced agreements that the law of a particular jurisdiction governs an agreement when there was no logical basis for the agreement, when the agreement was made to evade otherwise applicable law or when the agreement infringed upon a fundamental policy of the State of Missouri. I have assumed that the basis for the selection of the substantive laws of the State of Illinois as the governing law of the Operative Documents is that the Operative Documents were negotiated and the transactions closed in Illinois and that the parties have not selected Illinois law in an effort to avoid otherwise applicable Missouri law. I am not aware of any fundamental policy of the State of Missouri which would be infringed by the selection of Illinois law as the governing law of the Operative Documents under those circumstances. Accordingly, assuming a court sitting in the State of Missouri would find that there is a logical basis for the parties' choice of Illinois law, I believe such court should give effect thereto. 24. Assuming the due authorization, execution and delivery of the Trust Agreement by the parties thereto, (i) the Trust Agreement constitutes a legal, valid, binding and effective agreement and declaration of trust by First Security enforceable against First Security in accordance with the terms thereof and (ii) the Certificates constitute the legal, valid and binding obligations of First Security enforceable against First Security in accordance with their terms. The opinions contained herein are subject to the following limitations, assumptions and qualifications: A. The scope and enforceability of security interests in the collateral perfected under the UCC are subject to the following: (i) as to dispositions of collateral authorized by a secured party and as to proceeds, the limitations set forth in Section 9306 of the UCC, (ii) the rights of buyers of goods as set forth in Section 9307 of the UCC, (iii) the rights of purchasers of chattel paper and instruments as set forth in Section 9308 of the UCC, (iv) the rights of purchasers of instruments and documents as set forth in Section 9309 of the UCC, (v) as to accessions, the limitations set forth in Section 9314 of the UCC, (vi) as to products, the limitations set forth in Section 9315 of the UCC, (vii) any right, defense or claim of an account debtor to which the rights of an assignee would be subject under Section 9318 of the UCC, and (viii) any right, defense or claim of a bona fide purchaser under Section 8313(b) of the UCC. B. This opinion is based on the states of law and fact as they exist on the date hereof. This opinion is not rendered with respect to any laws other than the Securities Act, the laws of the State of Missouri, federal laws of the United States of America, the General Corporation Law of the States of Delaware and West Virginia and the UCC of the State of Illinois, it being understood that I am not admitted to the practice of law in the States of Delaware, West Virginia and Illinois. I note that the Operative Documents provide that it is governed by and is to be construed and enforced in accordance with the substantive laws of the State of Illinois without giving effect to conflicts of law principles. However, in rendering the opinions expressed above, I have assumed, with your permission, that the substantive laws of the State of Illinois are identical to the substantive laws of the State of Missouri in all respects relevant to such opinions and, except as set forth in paragraph 23 above, I express no opinion as to which law any court construing any of the said agreements would apply. I am licensed to practice law in the States of Kentucky and Missouri. Only you, your successors, your participants in and assigns of, the Operative Documents and your and their counsel may rely upon this opinion letter and only in connection with the Operative Documents and the transactions contemplated hereby. Very truly yours, EXHIBIT C-2 TO LEASE INTENDED AS SECURITY DATED AS OF JANUARY 15, 1998 FORM OF OPINION OF LOCAL COUNSEL 1. Hobet Mining Inc. is a corporation duly organized, validly existing and in good standing under the laws of the State of West Virginia. Each other Lessee is duly qualified as a foreign corporation authorized to do business and is in good standing in the State of West Virginia. 2. Neither the execution and delivery by each Lessee of, nor the consummation by such Lessee of the transactions provided for in, nor the compliance by such Lessee with all of the provisions of, each Operative Document to which it is a party (including, without limitation, the operation of the Units) (i) contravenes or will contravene any Applicable Laws and Regulations currently in effect applicable to or binding upon such Lessee or the Units; or (ii) requires or will require any Governmental Action, including, but not limited to, any Governmental Action to perfect the right of Certificate Purchasers and Lessor intended to be created by the Operative Documents other than as set forth in Paragraph 9 hereof. 3. The Lease constitutes the legal, valid binding obligation of each Lessee, enforceable against such Lessee in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency and similar laws affecting creditors' rights generally and by general equitable principles. 4. No authorizations, consent, approval, license or formal exemption from, nor any filing, declaration or registration with, any Authority of the State of West Virginia or any political subdivision thereof is or will be required in connection with the execution and delivery by Lessees of the Lease and the Bills of Sale, or the performance by Lessees of their obligations under the Lease and the Bills of Sale or the ownership, operation and maintenance of the Units as contemplated by the Lease. 5. The Lease creates a valid security interest under the UCC in favor of Lessor for the benefit of Certificate Purchasers, as security for payment of each Lessee's obligations under the Lease, in all of each Lessee's right, title and interest in and to the Collateral. 6. Neither Lessor nor any Certificate Purchaser will become solely by reason of entering into the Lease or the consummation of transactions contemplated thereby (other than upon the exercise of remedies under the Lease or upon the expiration thereof) subject to ongoing regulation of its operations by any Authority of the State of West Virginia or any political subdivision thereof. 7. Neither First Security Bank, National Association nor any Certificate Purchaser is required under the laws of the State of West Virginia to qualify as a foreign corporation, foreign trust company or otherwise in the State of West Virginia solely as a result of its execution, delivery and performance of the Lease. First Security Bank, National Association is eligible to act as a fiduciary in the State of West Virginia. 8. The Bills of Sale are in form sufficient under the laws of the State of West Virginia to convey valid title to the property described therein to Lessor. 9. Each UCC financing statement listed on Schedule A hereto is in proper form for filing, and upon the filing of such financing statements with the offices listed on Schedule A hereto, the security interest of Lessor, on behalf of Certificate Purchasers, in all the Collateral will be perfected to the extent that a security interest in such Collateral may be perfected under the UCC by so filing, and the description of such Collateral therein is adequate. No other filing, recordation or registration is necessary in order to perfect Lessor's security interest in such Collateral under the UCC. 10. The payment by Lessees and the receipt by Lessor, for the benefit of Certificate Purchasers, of the Basic Rent, Supplemental Rent and all the amounts, fees or interest due and payable under the Lease and any transactions described therein, and any interest rate cap fee paid or payable to Certificate Purchasers or their Affiliates, are not usurious under or otherwise in violation of the laws of the State of West Virginia. 11. No state or local recording tax, stamp tax or other similar fee, tax or governmental charge is required to be paid to the State of West Virginia or any political subdivision thereof in connection with the execution, delivery, filing or recording of the Operative Documents or the transfer of the Units, other than statutory filing and recording fees that are to be paid upon the filing and recording, as applicable, of the UCC financing statements filed in connection with the transactions contemplated by the Operative Documents and transfer taxes to be paid by Lessees upon the transfer of the Units on the Delivery Date. 12. The express choice of laws of the State of Illinois to govern the Lease is enforceable and will be recognized by West Virginia courts. 13. The Units will be treated as "personal property" and will not be treated as "real property" or "fixtures" constituting a part of or affixed to real estate under the laws of the State of West Virginia, and accordingly, it is not necessary to file any fixture filings under the UCC in order to perfect any right, title or interest of the Lessor or the Certificate Purchasers in the Units. NOTE: Opinion to cover the laws of the State of West Virginia. C-2-2 EXHIBIT C 3 TO LEASE INTENDED AS SECURITY DATED AS OF JANUARY 15, 1998 FORM OF OPINION OF CERTIFICATE TRUSTEE'S SPECIAL COUNSEL January ___,1998 To Each of the Persons Listed on Schedule A Attached Hereto Re: ARCH COAL TRUST NO. 1998-1 Dear Sir or Madam: We have acted as counsel to First Security Bank, National Association, a national banking association, in its individual capacity ("First Security") and in its capacity as Certificate Trustee (the "Certificate Trustee") under Trust Agreement (Arch Coal Trust No. 1998-1) dated as of January 15, 1998 (the "Trust Agreement"), among First Security, the Certificate Trustee and the Persons named on Schedule I thereto as Certificate Purchasers (the "Certificate Purchasers"), in connection with the transaction contemplated by the Lease Intended as Security dated as of January 15, 1998 (the "Lease"), among Apogee Coal Company, Catenary Coal Company and Hobet Mining, Inc., as Lessees, the Certificate Trustee as Lessor and the Certificate Purchasers. In that connection, we have examined the Trust Agreement and the Lease, Certificates and the other related documents to which First Security or the Certificate Trustee, as applicable, is a party (the "Operative Documents"). We have also examined such other documents, records, matters of law and other matters we have considered necessary in connection with the expression of the opinions hereinafter set forth. Capitalized terms used herein and not otherwise defined herein shall have the meanings specified in the Lease. Based upon the foregoing, we are of the opinion that: 1. First Security is a national banking association duly organized, validly existing and in good standing under the laws of the United States of America, is authorized to transact the business of banking under the laws of the United States of America and has full power and authority to execute, deliver and perform its obligations under the Trust Agreement and, acting pursuant thereto, the Operative Documents. 2. First Security has duly authorized, executed and delivered the Trust Agreement and, to the extent specifically provided therein, the Operative Documents, and each such document constitutes the legal, valid and binding obligation of First Security, enforceable against it in accordance with the terms thereof. 3. The Certificate Trustee is duly authorized under the Trust. Agreement to execute, deliver and perform each of the Operative Documents, has duly executed and delivered each of the Operative Moments and each such Operative Document constitutes a regale valid and binding obligation of the Certificate Trustee, enforceable against the Certificate Trustee in accordance with its terms. The Certificates issued on the date hereof have been duly issued, executed and delivered by the Certificate Trustee, pursuant to authorization contained in the Trust Agreement, and constitute legal, valid and binding obligations of the Certificate Trustee, enforceable against the Certificate Trustee In accordance with their terms and the terms of the Trust Agreement. 4. The Trust Agreement duly creates a legal and valid trust under Utah law; the trust created by the Trust Agreement exists for the benefit of the Certificate Purchasers as provided therein and creates for the benefit of the Certificate Purchasers the interest in the Trust Estate which the Trust Agreement by its terms purports to create. 5. Neither the execution, delivery or performance by First Security or the Certificate Trustee, as the case may be, of the Operative Documents, the consummation by First Security or the Certificate Trustee, as the case may be, of any of the transactions contemplated thereby nor the compliance by First Security or the Certificate Trustee, as the case may be, with any of the terms and provisions thereof (i) requires any approval of its stockholders, or any consent or approval of or the giving of notice to any trustees or holders of any indebtedness or obligations of it known to us, (ii) violates its articles of association or by-laws, or contravenes or will contravene any provision of, or constitutes a default under, or results in any breach of, or results in the creation of any Lien (other than as permitted under the Operative Documents), upon property under, any indenture, mortgage, chattel mortgage, deed of trust, conditional sales contract, bank loan or credit agreement, license or other agreement or instrument, in each case known to us, to which it is a party or by which it is bound or (iii) contravenes any Utah applicable law or United States applicable law governing the banking or trust powers of First Security or any judgment or order, in each case, known to us applicable to or binding on it. 6. No consent, approval, order or authorization of, giving of notice to, or registration with, or taking of any other action in respect of, any Utah governmental authority or United States governmental authority regulating the baking or trust powers of First Security is required for the execution, delivery, validity or enforceability of the Operative Documents, or the carrying out by, First Security or the Certificate Trustee, as the case away be, of any of the transactions contemplated by the Operative Documents, other than any such consent, approval, order, authorization, registration, notice or action as has been duly obtained, gives or taken. C-3-2 8. There are no fees, taxes or other charges payable by First Security or the Certificate Trustee imposed by the State of Utah or any political subdivision or taxing authority thereof in connection with the execution, delivery and performance by First Security or the Certificate Trustee of the Operative Documents (other than taxes based on or measured by any fees or compensation received by First Security, acting as the Certificate Trustee, for services rendered in connection with the transactions contemplated by the Operative Documents) solely because First Security or the Certificate Trustee, as the case may be, performs certain of its obligations under the Trust Agreement and the Operative Documents in Salt Lake City or the State of Utah. 9. The Certificate Trustee has received such titles to the Units as were conveyed to it by Lessees, subject to the rights of Lessees under the Lease and to our knowledge, there exist no liens or encumbrances affecting the right, title and interest of the Certificate Trustee in and to the Trust Estate resulting from claims against First Security not related to the ownership of the Trust Estate or any other transaction contemplated by the Trust Agreement and the Operative Documents. 10. There are no proceedings pending or, to our knowledge, threatened and, to our knowledge, there is no existing basis for any such proceedings against or affecting First Security or the Certificate Trustee, as the case may be, in or before any court or before any governmental authority or arbitration board or tribunal which, if adversely determined, might, individually or in the aggregate, adversely affect or impair the ability of First Security or the Certificate Trustee, as the case may be, to enter into or to perform in obligations under the Trust Agreement or the Operative Documents. The foregoing opinions are subject to the following assumptions, exceptions and qualifications: A. The foregoing opinions are limited to the laws of the State of Utah and the federal laws of the United States of America governing the banking and trust powers of First Security. In addition, without limiting the foregoing we express no opinion with respect to (i) federal securities laws, including the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, and the Trust Indenture Act of 1939, as amended or (ii) state securities or blue sky laws. Insofar as the foregoing opinions relate to the legally, validly, binding effect and enforceability of the documents involved in these transactions, which by their terms are governed by the laws of a state other than Utah, we have assumed that such documents constitute legal, valid, binding and enforceable agreements under the laws of such other state, as to which we express no opinion. B. The foregoing opinions regarding enforceability of any document or instrument are subject to (i) applicable bankruptcy, insolvency, moratorium, reorganization, receivership and similar laws affecting the rights and remedies of creditors generally, and (ii) general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law. C. As to the documents involved in these transactions, we have assumed that each is a legal, valid and binding obligation of each party thereto, other than First Security or the Certificate Trustee, and is enforceable against each such party in accordance with their respective terms. D. We have assumed that all signatures, other than those of the Certificate Trustee or First Security, on documents and instruments involved in these transactions are genuine, that all documents and instruments submitted to us as originals are authentic, and that all documents and instruments submitted to US as copies conform with the originals, which facts we have not independently verified. C-3-3 E. We do not purport to be experts in respect of, or express any opinion concerning laws, rules or regulations applicable to the particular nature of the equipment involved in these transactions. F. We have made no investigation of, and we express no opinion concerning, the nature of the title to any part of the equipment involved in these transactions or the priority of any mortgage or security interest. G. We have assumed that the Trust Agreement, the Operative Documents and the transactions contemplated thereby are not within the prohibitions of Section 406 of the Employee Retirement Income Security Act of 1974. H. In addition to any other limitation by operation of law upon the scope, meaning, or purpose of this opinion, this opinion speaks only as of the date hereof. We have no obligation to advise the recipients of this opinion (or any third party) of changes of law or fact that may occur after the date hereof even though the change may affect the legal analysis, a legal conclusion or an information confirmation herein. [Rest of this page left intentionally blank] C-3-4 I. The opinions expressed in this letter are solely for the use of the parties to which it is addressed ha matters directly related to the Trust Agreement, the Operative Documents and the transactions contemplated thereunder and these opinions may not be relied on by any other persons or for any other purpose without our prior written approval. The opinions expressed in this letter are limited to the matter set forth in this letter, and Do other opinions should be inferred beyond the matters expressly stated. Although we have not verified the accuracy of any of the assumed conditions set forth in Paragraphs A through I, we have no knowledge of any inaccuracy in these assumptions. Very truly yours, C-3-5 EXHIBIT C-4 TO LEASE INTENDED AS SECURE DATED AS OF JANUARY 15, 1998 FORM OF OPINION OF CERTIFICATE PURCHASER'S SPECIAL COUNSEL January ____, 1998 To the Parties Listed on the Attached Schedule Re: Synthetic Lease of Above-Ground Mining Equipment (Arch Coal. Inc.) Ladies and Gentlemen: We have acted as your special counsel in connection with (i) your execution and delivery of the Lease Intended as Security dated as of January 15, 1998 (the "Lease") among Apogee Coal Company, Catenary Coal Company and Hobet Mining, Inc. (collectively, "Lessees"), First Security Bank, National Association, individually ("First Security") and as trustee under Arch Coal Trust 1998-1 ("Certificate Trustee"), providing, among other things, for your commitment to purchase up to $75,000,000 aggregate principal amount of Certificates of Certificate Trustee; and (ii) your purchase on the date hereof of $ in aggregate principal amount of the Certificates. Capitalized terms used herein and not otherwise defined herein shall have the meanings set forth in the Lease. In that connection, we have examined executed counterparts of the Lease, Trust Agreement, the Subsidiary Guaranty and the Parent Guaranty (collectively referred to in this opinion as the "Operative Agreements"). The Operative Agreements to which Lessees are a party are referred to in this opinion as the "Lessee Agreements". We have also examined the Certificates issued to each of you on this date. We have also examined such other documents, records, matters of law and other matters as we have considered necessary in connection with the expression of the opinions hereinafter set forth. We have also relied upon the certificates of appropriate persons. Based upon the foregoing, we are of the opinion that: 1. Each Lessee is a corporation validly existing and in good standing under the laws of the state of its incorporation and has the corporate power to enter into and perform the Lessee Agreements. 2. Parent Guarantor is a corporation validly existing and in good standing under the laws of the State of Delaware and has the corporate power to enter into and perform the Parent Guaranty. 3. Each Subsidiary Guarantor is a corporation validly existing and in good standing under the laws of the state of its incorporation and has the corporate power to enter into and perform the Subsidiary Guaranty. 4. Each Lessee Agreement has been duly authorized, executed and delivered by each Lessee and constitutes the legal, valid and binding obligation of such Lessee enforceable against such Lessee in accordance with the terms thereof, subject to bankruptcy, insolvency, fraudulent conveyance and similar laws affecting creditors' rights generally, and general principles of equity (regardless of whether the application of such principles are considered in a proceeding in equity or at law). 5. The Parent Guaranty has been duly authorized, executed and delivered by Parent Guarantor and constitutes the legal, valid and binding obligation of Parent Guarantor enforceable against Parent Guarantor in accordance with the terms thereof, subject to applicable bankruptcy, insolvency, fraudulent conveyance, moratorium or similar laws affecting creditors' rights generally and to general principles of equity (regardless of whether such principles are considered in a proceeding in equity or at law). 6. The Subsidiary Guaranty has been duly authorized, executed and delivered by each Subsidiary Guarantor. 7. The issuance, sale and delivery of the Certificates under the circumstances contemplated by the Lease do not, under existing law require the registration of the Certificates under the Securities Act of 1933, as amended or the qualification of the Trust Agreement under the Trust Indenture Act of 1939, as amended. Our opinions as to the matters referred to in Paragraphs 1, 2 and 3 above are based and given in sole reliance upon an examination of the Certificate of Incorporation or Articles of Incorporation, as the case may be, and By-laws of Lessees, Subsidiary Guarantors and Parent Guarantor and Certificates of the Secretary of State of the States of Delaware and West Virginia, as the case may be. We believe that the opinion of [_____________] delivered to you on the date hereof is satisfactory in scope and form and that you are justified in relying thereon. Our opinion is limited to the laws of the State of Illinois, the general corporate law of the States of West Virginia and Delaware and the Federal laws of the United States of America and we express no opinion on the laws of any other jurisdiction. We give no opinion whatsoever on the legal, valid, binding and enforceable nature of the Subsidiary Guaranty. C-4-2 EXHIBIT D TO LEASE INTENDED AS SECURITY DATED AS OF JANUARY 15, 1998 FORM OF DELIVERY DATE NOTICE January ___, 1998 TO: Lessor and Certificate Purchasers, pursuant to that certain Lease Intended as Security (the "Lease"), dated as of January 15, 1998 among: Apogee Coal Company, a Delaware corporation, Catenary Coal Company, a Delaware corporation and Hobet Mining, Inc., a West Virginia corporation; the Persons identified on Schedule I thereto as the "Certificate Purchasers"; and First Security Bank, National Association, a national banking association, not in its individual capacity but solely as Certificate Trustee ("Lessor"; all capitalized terms used herein without definition shall have the meaning assigned to such terms in the Lease). FROM: Lessees' Agent REGARDING: Delivery Date 1. The Delivery Date is scheduled for January 29, 1998, at the offices of Chapman and Cutler, 111 West Monroe Street, Chicago, Illinois 60603 at 9:00 a.m. 2. The Units to be acquired and accepted on such date are identified on Schedule I hereto, all of which Units will be identified on Schedule II to the Lease. 3. The aggregate Purchase Price to be paid for the Units identified on Schedule I hereto is $_______________ , which Purchase Price is to be paid out of Funding. The Purchase Price shall be sent by wire transfer to Lessees in the amounts and at the accounts set forth on Schedule II hereto. ARCH COAL, INC., as Lessees' Agent By:___________________________________ Name Printed:______________________ Title:_____________________________ - ------------------------------------------ SCHEDULE I TO DELIVERY DATE NOTICE Description of Units: - ------------------------------------------ SCHEDULE II TO DELIVERY DATE NOTICE LESSEE WIRE TRANSFER INSTRUCTIONS AMOUNT 1. Apogee Coal Company 2. Catenary Coal Company 3. Hobet Mining, Inc. EXHIBIT E-1 TO LEASE INTENDED AS SECURITY DATED AS OF JANUARY 15, 1998 FORM OF OFFICER'S CERTIFICATE TO: Lessor and Certificate Purchasers, pursuant to that certain Lease Intended as Security (the "Lease"), dated as of January 15, 1998 among: [___________], a ______ corporation (the "Company"), and the other Lessees named therein (collectively, together with the Company, "Lessees"); the Persons identified on Schedule I thereto as the "Certificate Purchasers"; and First Security Bank, National Association, a national banking association, not in its individual capacity but solely as Certificate Trustee ("Lessor"; all capitalized terms used herein without definition shall have the meaning assigned to such terms in the Lease). Pursuant to the Lease among Lessees, Lessor and Certificate Purchasers, I, _______________, _______________ of the Company, do hereby certify as follows: The representations and warranties of the Company contained in the Lease and made on behalf of the Company in the other Operative Documents are true and correct on and as of the date hereof with the same effect as if such representations and warranties had been made on and as of the date hereof; the Company has performed all agreements on its part required to be performed under the Lease and the other Operative Documents on or prior to the date hereof; and there exists on the date hereof no Incipient Default or Event of Default. IN WITNESS WHEREOF, I have signed my name this ________ day of January, 1998. [-----------------------] By:___________________________________ Name:______________________________ Title:_____________________________ EXHIBIT E-2 TO LEASE INTENDED AS SECURITY DATED AS OF JANUARY 15, 1998 FORM OF SECRETARY'S CERTIFICATE The UNDERSIGNED ______________, [Assistant] Secretary of [_______________] (the "Company"), pursuant to that certain Lease Intended as Security, dated as of January 15, 1998 (the "Lease"), among the Company, the other Lessees named therein, First Security Bank, National Association and the Persons listed on Schedule I thereto as Certificate Purchasers, does hereby certify as follows (capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed thereto in the Lease): 1. Attached hereto as Exhibit A is a true and complete copy of the Company's [Certificate/Articles] of Incorporation as amended and in effect on the date hereof, certified by the Secretary of State of the State of [Delaware/West Virginia]. 2. The copy of the By-laws of the Company, attached hereto as Exhibit B, is true and complete and such By-laws are in full force and effect on the date hereof. 3. Attached hereto as Exhibit C are true and correct copies of all resolutions adopted by the Board of Directors of the Company relating to the Lease and the other Operative Documents, which resolutions have not been amended or rescinded and are in full force and effect on the date hereof. 4. The following persons are on the date hereof duly qualified and acting officers of the Company, duly elected or appointed to the offices set forth beside their respective names and signatures, and each such person who, as an officer of the Company, signed the Lease, the certificates representing interests in the Lease, any of the other Operative Documents or any other document delivered prior hereto or on the date hereof in connection with such agreements and documents and the transactions contemplated therein was, at the respective times of such signing and delivery and is now duly elected or appointed, qualified and acting as such officer, and the signatures of such persons appearing on such documents are their genuine signatures: NAME OFFICE SIGNATURE ============== ============== ============== -------------- -------------- -------------- IN WITNESS WHEREOF, I have signed my name this _____ day of January, 1998. [--------------------] By:__________________________________ Name Printed:______________________ Title: [Assistant] Secretary I, ______________, ______________ of the Company, hereby certify that ____________________ is on the date hereof the duly elected, qualified and acting [Assistant] Secretary of the Company, and that the signature set forth above is such person's true and correct signature. Dated: January __, 1998. [--------------------] By:___________________________________ Name Printed:______________________ Title:_____________________________ EXHIBIT E-3 TO LEASE INTENDED AS SECURITY DATED AS OF JANUARY 15, 1998 FORM OF OFFICER'S CERTIFICATE TO: Lessor and Certificate Purchasers, pursuant to that certain Lease Intended as Security (the "Lease"), dated as of January 15, 1998 among: Apogee Coal Company, a Delaware corporation, Catenary Coal Company, a Delaware corporation, and Hobet Mining, Inc., a West Virginia corporation (collectively, "Lessees"); the Persons identified on Schedule I thereto as the "Certificate Purchasers"; and First Security Bank, National Association, a national banking association, not in its individual capacity but solely as Certificate Trustee ("Lessor"; all capitalized terms used herein without definition shall have the meaning assigned to such terms in the Lease). Pursuant to the Lease among Lessees, Lessor and Certificate Purchasers, I, _______________, _______________ of [INSERT NAME OF PARENT GUARANTOR OR SUBSIDIARY GUARANTOR], a Delaware corporation ("Guarantor") do hereby certify as follows: The representations and warranties made by or on behalf of Guarantor in the Operative Documents are true on and as of the date hereof with the same effect as if such representations and warranties had been made on and as of the date hereof; Guarantor has performed all agreements on its part required to be performed under the [Parent/Subsidiary] Guaranty and the other Operative Documents on or prior to the date hereof; and there exists on the date hereof no Incipient Default or Event of Default. IN WITNESS WHEREOF, I have signed my name this _____ day of January, 1998. [-------------------------] By:___________________________________ Name:______________________________ Title:_____________________________ EXHIBIT E-4 TO LEASE INTENDED AS SECURITY DATED AS OF JANUARY 15, 1998 FORM OF SECRETARY'S CERTIFICATE The UNDERSIGNED ______________, [Assistant] Secretary of [NAME OF PARENT GUARANTOR OR SUBSIDIARY GUARANTOR] ("Guarantor"), pursuant to that certain Lease Intended as Security, dated as of January 15, 1998 (the "Lease"), among Apogee Coal Company, Catenary Coal Company, Hobet Mining, Inc., First Security Bank, National Association and the Persons listed on Schedule I thereto, does hereby certify as follows (capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed thereto in the Lease): 1. Attached hereto as Exhibit A is a true and complete copy of Guarantor's Certificate of Incorporation as amended and in effect on the date hereof, certified by the Secretary of State of the State of Delaware. 2. The copy of the By-laws of Guarantor, attached hereto as Exhibit B, is true and complete and such By-laws are in full force and effect on the date hereof. 3. Attached hereto as Exhibit C are true and correct copies of all resolutions adopted by the [Finance Committee and] Board of Directors of Guarantor relating to the [Parent/Subsidiary] Guaranty and the other Operative Documents, which resolutions have not been amended or rescinded and are in full force and effect on the date hereof. 4. [The following persons are on the date hereof duly qualified and acting officers of Guarantor, duly elected or appointed to the offices set forth beside their respective names and signatures, and each such person who, as an officer of Guarantor, signed the [Parent/Subsidiary] Guaranty, any of the other Operative Documents or any other document delivered prior hereto or on the date hereof in connection with such agreements and documents and the transactions contemplated therein was, at the respective times of such signing and delivery and is now duly elected or appointed, qualified and acting as such officer, and the signatures of such persons appearing on such documents are their genuine signatures:] [The following person is on the date hereof duly authorized as attorney in fact to execute and deliver the Subsidiary Guaranty, any of the other Operative Documents or any other document delivered prior hereto or on the date hereof in connection with such agreements and documents and the transactions contemplated therein; set forth opposite his/her name is his/her genuine signature; such person was at the time of such execution and delivery an authorized attorney in fact; and the signature of such person appearing on such documents is his/her genuine signature:] NAME OFFICE SIGNATURE ============== ============== ============== -------------- -------------- -------------- IN WITNESS WHEREOF, I have signed my name this _____ day of January, 1998. [NAME OF GUARANTOR] By:__________________________________ Name Printed:______________________ Title: [Assistant] Secretary I, ______________, ______________ of Guarantor, hereby certify that __________________________ is on the date hereof the duly elected, qualified and acting [Assistant] Secretary of Guarantor, and that the signature set forth above is such person's true and correct signature. Dated: January __, 1998. [NAME OF GUARANTOR] By:___________________________________ Name Printed:______________________ Title:_____________________________ EXHIBIT E-5 TO LEASE INTENDED AS SECURITY DATED AS OF JANUARY 15, 1998 FORM OF OFFICER'S CERTIFICATE TO: Lessees and Certificate Purchasers, pursuant to that certain Lease Intended as Security (the "Lease"), dated as of January 15, 1998 among: Apogee Coal Company, a Delaware corporation, Catenary Coal Company, a Delaware corporation, and Hobet Mining, Inc., a West Virginia corporation (collectively, "Lessees"); the Persons identified on Schedule I thereto as the "Certificate Purchasers"; and First Security Bank, National Association, a national banking association, not in its individual capacity but solely as Certificate Trustee ("Lessor"; all capitalized terms used herein without definition shall have the meaning assigned to such terms in the Lease). Pursuant to the Lease among Lessees, Lessor and Certificate Purchasers, I, _______________, _______________ of First Security Bank, National Association, do hereby certify as follows: The representations and warranties made by or on behalf of Lessor in the Operative Documents are true on and as of the date hereof with the same effect as if such representations and warranties had been made on and as of the date hereof; Lessor has performed all agreements on its part required to be performed under the Lease and the other Operative Documents on or prior to the date hereof; and there exists on the date hereof no Incipient Default or Event of Default. IN WITNESS WHEREOF, I have signed my name this _____ day of January, 1998. FIRST SECURITY BANK, NATIONAL ASSOCIATION By:___________________________________ Name:______________________________ Title:_____________________________ EXHIBIT F TO LEASE INTENDED AS SECURITY DATED AS OF JANUARY 15, 1998 FORM OF ASSUMPTION AGREEMENT Reference is hereby made to their certain Lease Intended as Security dated as of January 15, 1998 (the "Lease") among Apogee Coal Company, a Delaware corporation, Catenary Coal Company, a Delaware corporation, and Hobet Mining, Inc., a West Virginia corporation (collectively, "Lessees"), First Security Bank, National Association, as Certificate Trustee, as lessor ("Lessor") and the several Certificate Purchasers named therein. Unless otherwise defined herein, or the context hereof otherwise requires, terms which are defined or defined by reference in the Lease shall have the same meanings when used herein. ___________________ ("Assignor") and _____________________ ("Assignee") hereby agree as follows: 1. Assignor hereby irrevocably sells and assigns to Assignee, without recourse to Assignor, and Assignee hereby irrevocably agrees to purchase from Assignor, without recourse to Assignor, ____% of Assignor's right, title and interest in and to the Lease and the Trust Agreement, as evidenced by the Certificate (the "Certificate") issued in the name of Assignee (or its nominee) on the date hereof (the "Assigned Rights"). 2. Assignee hereby agrees to assume all obligations of Assignor under, and to be bound by all terms and conditions of, the Lease, the Trust Agreement and any other Operative Document to which Assignor is a party, in each case, solely to the extent of the Assigned Rights, and Assignor and Assignee hereby agree that any reference in the Operative Documents to "Certificate Purchaser" shall be deemed to refer to Assignee. 3. Assignee hereby represents and warrants: (a) Assignee has complied with all securities or blue sky laws of any applicable jurisdiction; (b) the representations and warranties in Section 12.2 of the Lease are true and correct with respect to Assignee; and (c) Assignee will not sell, assign or transfer any of its right, title and interest in Assigned Rights or the Certificate (i) without the transferee thereof making the representations and warranties herein and (ii) in violation of Article XIV of the Lease and Article V of the Trust Agreement. 4. Assignor and Assignee hereby agree that Lessor, Lessees, Parent Guarantor, Subsidiary Guarantors and the other Certificate Purchasers are entitled to rely upon the representations made by it in this Assumption Agreement. IN WITNESS WHEREOF, the parties hereto have caused this Assumption Agreement to be duly executed and delivered by one of its officers thereunto duly authorized this _____ day of _________________. [-----------------------] By:___________________________________ Name Printed:______________________ Title:_____________________________ [-----------------------] By:___________________________________ Name Printed:______________________ Title:_____________________________ [Consented and Agreed to this ___ day of ___________, ____ ARCH COAL, INC. By: ____________________________ Name Printed: __________________ Title: _________________________]



                                                                   EXHIBIT 10.22


                 [GRAPHIC OF ARCH COAL, INC. LOGO APPEARS HERE]




                                 ARCH COAL, INC.

                           INCENTIVE COMPENSATION PLAN

















Effective:  January 1, 1998





                                 ARCH COAL, INC.
                           INCENTIVE COMPENSATION PLAN


1.    PURPOSE OF THE PLAN

      The  purpose  of the Arch  Coal,  Inc.  Incentive  Compensation  Plan (the
      "Plan") is to provide an opportunity  for key employees of Arch Coal, Inc.
      and its  subsidiaries  (the  "Company")  to earn  competitive  annual cash
      incentive  awards  through the  achievement of both Company and individual
      performance goals.

2.     DEFINITIONS

          A. "Award" means the portion of the amount earned by a Participant for
          a Plan Year in accordance  with Section 5 and shall consist of the sum
          of two parts:  (i) the Individual  Performance  Portion;  and (ii) the
          Quantitative Performance Portion.

          B. "Base Salary"  means all cash pay earned by a Participant  from the
          Company for his or her personal services while a Participant  during a
          Plan Year, plus any amount contributed by the Participant  pursuant to
          the Company's  Employee  Thrift Plan for such year,  less any Award or
          incentive bonus earned or received during such year.

          C. "CEO" means the Chief Executive Officer of the Company.

          D.  "Committee"  means the Personnel &  Compensation  Committee of the
          Board of Directors of Arch Coal, Inc.

          E. "Company" means Arch Coal, Inc. and its subsidiaries.

          F. "Corporate  Participant" means a Participant employed at Arch Coal,
          Inc. or a non-coal producing division thereof.

          G.  "Corporate  Performance  Measurement"  shall  mean  the  financial
          performance  goal which may be  established by the Committee from time
          to time for the Company.

          H.  "Division"  means  a coal  producing  subsidiary  or  unit  of the
          Company.

          I. "Division Participant" means a participant employed at a Division.

          J. "Group Heads" means those  executive  officers with  responsibility
          over multiple Divisions and/or Mines and Facilities.


          K. "Individual  Performance  Portion" is the portion of an Award which
          is based on the individual performance of the Participant.

          L. "Maximum Award  Opportunity"  shall be the maximum annual incentive
          Award that a Participant  is eligible for under this Plan and shall be
          determined as set forth in Section 4.

          M. "Mine/Facility"  means a coal producing unit or loading facility of
          a Division.

          N. "Mine/Facility  Participant" means a participant who is employed at
          a coal producing unit or loading facility of a Division.

          O. "Participant" means an employee who has been recommended by the CEO
          and approved by the Committee to participate in the Plan.

          P.   "Performance   Goals"  means  those  individual   and/or  Company
          performance objectives determined at the beginning of each Plan year.

          Q.  "Performance  Rating  Percentage"  is the  subjective  performance
          rating  established  for each  individual by his or her  supervisor as
          determined  pursuant to Section  5(A) and  confirmed by the CEO of the
          Company.

          R. "Plan" means the Arch Coal, Inc. Incentive Compensation Plan.

          S. "Plan Year" means the current calendar year,  commencing on January
          1 and ending on December 31.

          T. "Quantitative  Performance  Portion" is the portion of an actual or
          potential   Award  which  is  based  on  the  achievement  of  various
          measurable goals.

3.    ELIGIBILITY

           A. All salaried  employees of the Company are eligible to participate
           in the Plan, subject to Committee approval of Plan Participants on an
           annual  basis.  Six  levels of  participation  in the Plan are hereby
           established  and a  designated  Maximum  Award  Opportunity  has been
           established  for  each  level.  Levels  may  be  modified,  added  or
           subtracted  and  the  Committee  may,  in  its  discretion,   include
           Participants  in  different   levels  from  time  to  time  in  their
           discretion,   regardless  of  the  position   actually  held  by  the
           Participant.

           B. A new  Participant  may be entered into the Plan by the CEO at any
           time  during  the  Plan  Year if such  new  Participant  is  taking a
           position which has been previously  approved for participation in the
           Plan by the  Committee.






           C.  Participants  will cease to be participants in the Plan effective
           as of  the  date  they  no  longer  hold  an  approved  position  for
           participation in the Plan.

4.    MAXIMUM AWARD OPPORTUNITY

      The Maximum  Award  Opportunity  is a percentage of the Base Salary of the
      Participant and is different for each level of  participation  established
      under the Plan. The Maximum Award  Opportunity  (expressed as a percentage
      of Base Salary for each level of participation) shall be as follows:

       ------------------------------------------------------------
                                   Maximum Award Opportunity
               Level                 (As % of Base Salary)

                 I                            100%
                 II                            80%
                III                            60%
                 IV                            40%
                 V                             25%
                 VI                            15%
       ------------------------------------------------------------

5.    AMOUNT/PAYMENT OF AWARD

      A  Participant's  Maximum  Award  under  this Plan shall be the sum of two
      parts:  (i) an  Individual  Performance  Portion  calculated  pursuant  to
      Section  5(A);  and (ii) a  Quantitative  Performance  Portion  calculated
      pursuant to Section 5(B).

      A Participant's level of participation in the Plan will determine how much
      of  his/her  Maximum  Award   Opportunity  will  be  based  on  individual
      performance  criteria  pursuant to Section 5(A) and how much will be based
      on quantitative  criteria  pursuant to Section 5(B). The chart below shows
      the weighting of each performance measure by Plan Level.
      These percentages are as follows:






- ----------------------------------------------------------------------
                Weighting Assigned to Performance Measures
- ----------------------------------------------------------------------
                                                  Mine
Executive Position  Corporate      Group     Division  Facility  Individual
- ------------------  ---------      -----     --------  --------  ----------
CORPORATE
  Level I and II    90%                                          10%
  Level III         80%                                          20%
  All Others        80%                                          20%
GROUP HEADS
  Level II          60%            30%                           10%
DIVISION
  Level III         40%                      40%                 20%
  All Others        20%                      40%                 40%
MINE/FACILITY
  All               20%                      20%       40%       20%

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





      A.   Individual Performance Portion

           At the beginning of each Plan Year,  the Chief  Executive  Officer or
           the   Participant's   immediate   supervisor   will  meet  with  each
           Participant to establish  Performance  Goals for each Participant for
           the year.  These  goals  should be  signed by the  Participant  as an
           acknowledgment  of what is expected and approved by the Participant's
           immediate supervisor.

           The  performance  of the  Participant  for  each  Plan  Year  will be
           evaluated  with respect to achievement  of the  Performance  Goals. A
           Performance   Rating   Percentage  for  each   Participant   will  be
           determined. The Individual Performance Portion, if any, earned by the
           Participant  will be based on this final rating.  The evaluation of a
           Participant's   performance  in  achieving   his/her  goals  will  be
           subjective and the Individual  Performance  Portion deemed earned, as
           determined  by the CEO of the Company and approved by the  Committee,
           shall be conclusive.

           The  percentage of the  Individual  Performance  Portion of the Award
           earned will be based on the following chart:

            ---------------------------------------------------------
                Performance Rating            Percentage of
                    Percentage         Individual Performance
                                           Portion Earned

                   Less than 70                 - 0-
                       70-74                     30%
                       75-79                     44%
                       80-84                     58%
                       85-89                     72%
                       90-94                     86%
                   95 and above                 100%
            ---------------------------------------------------------

           A minimum  Performance  Rating Percentage of 70% will be required for
           any Award to be earned for a Plan Year

      B.   Quantitative Performance Portion

           The Quantitative  Performance  Portion of an Award will be determined
           upon  the  achievement  of  various   measurable   corporate   and/or
           operational  goals.  These goals will be established by the Committee
           prior to the  beginning of each Plan Year.  Awards will be based upon
           the  achievement  of different  goals and  performance  measurements,
           depending  on whether the  Participant  is a  Corporate  Participant,
           Group Participant,  Division Participant or Mine/Facility Participant
           and the specific position held.



           The  following  chart  shows  the  weighting  each  goal  has  in the
           determination   of   each   Participant's    potential   Quantitative
           Performance Portion:

- -------------------------------------------------------------------
                             PERFORMANCE MEASURES

     Unit           % Measurement                      Coverage
     ----           -------------                      --------

     Corporate:     100% Return on Equity

     Group:         50% Economic Performance Measure*  Of entire
                    25% Safety**                       group
                    25% Environmental Compliance***

     Division:      50% Economic Performance Measure*  Of entire
                    25% Safety**                       division
                    25% Environmental Compliance***

     Mine:          50% Economic Performance Measure*  Of specific
                    25% Safety**                       mine
                    25% Environmental Compliance***

  *   Transfer price-based profit divided by net assets employed
 **   Based upon Safety-related Key Performance Indicators
***   Based upon Environmentally-related Key Performance Indicators

      C.   Miscellaneous Rules

                     i. The goals  established  under  Sections 5(A) and (B) for
                Group  Participants  who  possess  responsibility  for  multiple
                operations will equal the weighted average composite goal of the
                Divisions,   Mines   and/or   Facilities   for  which  they  are
                responsible. The goals for Division Participants shall equal the
                weighted average composite goal of all Divisions.

                     ii. The Committee  shall approve any and all payments under
                this Plan and  reserves  the  discretionary  right to  increase,
                decrease,  modify or eliminate any Awards which would  otherwise
                be payable under the Plan.

                    iii. Awards determined under this Plan may only be paid if:

                   -- They are approved by the Committee; and

                  -- The Participant continues to be employed by the Company and
                 continues to perform in a  satisfactory  manner through the day
                 the approved Awards are actually paid.


                     iv. Any rights a  Participant  may have to receive an Award
                will be forfeited if the Participant's  full-time  employment is
                terminated  prior to the actual  date of payment;  however,  the
                Committee shall determine to what extent, if any, an Award shall
                be  payable  under  the  Plan  and may  elect to make a pro rata
                payment (based on full months of  participation  during the year
                or otherwise) in its sole discretion.

6.    PAYMENT OF AWARD

      The Award,  if any,  earned in accordance  with Section 5 shall be paid in
      cash by the Company to the Participant within a reasonable  period,  which
      in most cases  will  usually be thirty  (30) days  after  approval  of the
      Awards by the Committee.

7.    DEATH OR DISABILITY

      In the event of a  Participant's  death or permanent and total  disability
      prior to  receiving  his or her  Award,  a pro rata  payment of such Award
      (based on full months of  participation)  shall be paid to the Participant
      or to the Participant's designated beneficiary (or to his or her estate in
      the event the  Participant  dies without  previously  having  designated a
      beneficiary in writing to the Company) pursuant to Section 6.

8.   AMENDMENT OR TERMINATION OF THE PLAN

      The Committee  reserves the right to terminate or amend the Plan, in whole
      or in part, at any time and from time to time,  provided that no amendment
      or termination  shall adversely  affect any Award  previously  earned by a
      Participant.

9.      EFFECTIVE DATE OF THE PLAN

     The Plan shall become  effective and Awards  hereunder may be earned on and
     after  January 1, 1998 and until such time as the Plan shall be  terminated
     by the Committee.

10.     LIMITATION ON AWARDS

     The maximum  aggregate  Awards  payable under the Plan during any Plan Year
     shall  not  exceed  7.5% of the  Company's  reported  net  income  for that
     calendar year.






IN  WITNESS  WHEREOF,  the  Company  has  executed  this  Plan  this 27th day of
January, 1998.

                                  ARCH COAL, INC.


                                  By: /s/ Jeffry N. Quinn

ATTEST:                           Its: Sr. V.P.-Law & HR


/s/ Miriam Rogers Singer

 1
                                                                     EXHIBIT 16

                       LETTER OF PREDECESSOR ACCOUNTANT

To the Securities and Exchange Commission:

    We have read Item 9 included in the attached Annual Report on Form 10-K for
the year ended December 31, 1997 of Arch Coal, Inc. to be filed with the
Securities and Exchange Commission and are in agreement with the statements
contained therein.

/s/ ARTHUR ANDERSEN LLP

ARTHUR ANDERSEN LLP

St. Louis, Missouri
March 16, 1998

                                       53

 1
                                                                     EXHIBIT 21

                        SUBSIDIARIES OF ARCH COAL, INC.

    The following is a complete list of the direct and indirect subsidiaries of
Arch Coal, Inc., a Delaware corporation:

JURISDICTION OF NAME INCORPORATION ---- --------------- Arch Australia Pty Limited.......................................... New South Wales, Australia Arch Energy Resources, Inc.......................................... Delaware Arch Reclamation Services, Inc...................................... Delaware Arch Technology Corporation......................................... Delaware Ark Land Company.................................................... Delaware Ashland Coal, Inc................................................... Delaware Allegheny Land Company.............................................. Delaware Apogee Coal Company................................................. Delaware Arch Coal Sales Company, Inc........................................ Delaware Big Sandy Terminal, Inc............................................. Delaware Arch Coal Terminal, Inc............................................. Delaware Arch Coal International, Ltd........................................ Barbados Ashland Terminal, Inc............................................... Delaware Coal-Mac, Inc....................................................... Kentucky Catenary Coal Holdings, Inc......................................... Delaware Arch of Wyoming, Inc................................................ Delaware Catenary Coal Company............................................... Delaware Cumberland River Coal Company....................................... Delaware Lone Mountain Processing, Inc....................................... Delaware Mingo Logan Coal Company............................................ Delaware Mountain Gem Land, Inc.............................................. West Virginia Mountain Mining, Inc................................................ Delaware Hobet Mining, Inc................................................... West Virginia Julian Tipple, Inc.................................................. Delaware Mountaineer Land Company............................................ Delaware P. C. Holding, Inc.................................................. Delaware Energy Development Co............................................... Iowa Paint Creek Terminals, Inc.......................................... Delaware
54
 1
                                                                   EXHIBIT 23.1

                        CONSENT OF INDEPENDENT AUDITORS

    We consent to the incorporation by reference in (1) the Registration
Statement (Form S-8 No. 333-30565) pertaining to the Arch Coal, Inc. 1997 Stock
Incentive Plan and in the related Prospectus, and (2) the Registration
Statement (Form S-8 No. 333-32777) pertaining to the Arch Coal, Inc. Employee
Thrift Plan and in the related Prospectus, of our report dated January 29,
1998, with respect to the consolidated financial statements and schedule of
Arch Coal, Inc. and subsidiaries included in the Annual Report (Form 10-K) for
the year ended December 31, 1997.

                                        /s/ ERNST & YOUNG LLP

                                        ERNST & YOUNG LLP

Louisville, Kentucky
March 16, 1998

                                      55

 1

                                                                   EXHIBIT 23.2

                   CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

    As independent public accountants, we hereby consent to the incorporation
of our report included in this Form 10-K, into previously filed Registration
Statements on Form S-8 (File Nos. 333-30565 and 333-32777) pertaining to the
Arch Coal, Inc. Stock Incentive Plan and the Arch Coal, Inc. Employee Thrift
Plan.

/s/ ARTHUR ANDERSEN LLP

ARTHUR ANDERSEN LLP

St. Louis, Missouri
March 16, 1998

                                      56

 1

                               POWER OF ATTORNEY

    KNOW ALL MEN BY THESE PRESENTS: That each of the undersigned directors and
the undersigned Director/Officer of ARCH COAL, INC., a Delaware corporation
("Arch Coal"), hereby constitutes and appoints Steven F. Leer, Patrick A.
Kriegshauser and Jeffry N. Quinn, and each of them, his true and lawful
attorneys-in-fact and agents, with full power to act without the others, to
sign Arch Coal's Annual Report on Form 10-K for the year ended December 31,
1997, to be filed with the Securities and Exchange Commission under the
provisions of the Securities Exchange Act of 1934, as amended; to file such
Annual Report and the exhibits thereto and any and all other documents in
connection therewith, including without limitation amendments thereto, with the
Securities and Exchange Commission; and to do and perform any and all other
acts and things requisite and necessary to be done in connection with the
foregoing as fully as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, may
lawfully do or cause to be done by virtue hereof.

Dated: February 26, 1998

                                               
             /s/ STEVEN F. LEER                   President and Chief Executive Officer and Director
- ------------------------------------------------
                 Steven F. Leer

             /s/ JAMES R. BOYD                    Director
- ------------------------------------------------
                 James R. Boyd

           /s/ ROBERT A. CHARPIE                  Director
- ------------------------------------------------
               Robert A. Charpie

           /s/ PAUL W. CHELLGREN                  Director
- ------------------------------------------------
               Paul W. Chellgren

          /s/ J. THOMAS L. FEAZELL                Director
- ------------------------------------------------
               Thomas L. Feazell

         /s/ JUAN ANTONIO FERRANDO                Director
- ------------------------------------------------
             Juan Antonio Ferrando

              /s/ JOHN R. HALL                    Director
- ------------------------------------------------
                  John R. Hall

            /s/ ROBERT L. HINTZ                   Director
- ------------------------------------------------
                Robert L. Hintz

            /s/ DOUGLAS H. HUNT                   Director
- ------------------------------------------------
                DOUGLAS H. HUNT

                                      57

 2


                                               
            /s/ THOMAS MARSHALL                   Director
- ------------------------------------------------
                Thomas Marshall

            /s/ JAMES L. PARKER                   Director
- ------------------------------------------------
                James L. Parker

            /s/ J. MARVIN QUIN                    Director
- ------------------------------------------------
                 J. Marvin Quin

                                                  Director
- ------------------------------------------------
             Ronald Eugene Samples
58
 

5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM FORM 10-K AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 12-MOS DEC-31-1997 DEC-31-1997 9,177 0 147,856 0 50,419 243,178 1,846,265 696,339 1,656,324 202,274 0 0 0 397 611,101 1,656,324 1,034,813 1,066,873 918,862 1,024,991 0 0 17,101 24,781 (5,500) 30,281 0 0 0 30,281 1.00 1.00