exv10w41






Exhibit 10.41




EXECUTION COPY




[ARCH COAL]




FIRST AMENDMENT TO AMENDED AND

RESTATED RECEIVABLES PURCHASE AGREEMENT




     THIS FIRST AMENDMENT TO AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT (this
“Amendment”), dated as of January 31, 2011, is entered into among ARCH RECEIVABLE COMPANY,
LLC (the “Seller”), ARCH COAL SALES COMPANY, INC. (the “Servicer”), the various
financial institutions party to the Agreement (as defined below) as Conduit Purchasers (the
“Conduit Purchasers”), as Related Committed Purchasers (the “Related Committed
Purchasers”), as LC Participants (the “LC Participants”), and as Purchaser Agents (the
“Purchaser Agents”), and PNC BANK, NATIONAL ASSOCIATION (“PNC”), as Administrator
(the “Administrator”) and as LC Bank (the “LC Bank”; together with the Conduit
Purchasers, the Related Committed Purchasers and the LC Participants, the “Purchasers”).



RECITALS




     1. The parties hereto are parties to the Amended and Restated Receivables Purchase Agreement,
dated as of February 24, 2010 (as amended, restated, supplemented or otherwise modified through the
date hereof, the “Agreement”); and



     2. The parties hereto desire to amend the Agreement as hereinafter set forth.



     NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties agree as follows:



     SECTION 1. Certain Defined Terms. Capitalized terms that are used but not defined
herein shall have the meanings set forth in the Agreement.



     SECTION 2. Amendments to the Agreement. The Agreement is hereby amended as follows:




     (a) Clause (iii) of Section 5.6 of the Agreement is amended by
inserting the phrase “any nationally recognized statistical rating organization or” at the
beginning thereof, immediately prior to the phrase “if applicable”.




     (b) The definition of “Scheduled Commitment Termination Date” set forth in
Exhibit I to the Agreement is amended by replacing the date “February 23, 2011”
where it appears therein with the date “January 30, 2012”.



     SECTION 3. Representations and Warranties. Each of the Seller and the Servicer hereby
represents and warrants to the Administrator, the Purchaser Agents and the Purchasers as follows:




     (a) Representations and Warranties. The representations and warranties made by
such Person in the Agreement and each of the other Transaction Documents are true













 







and correct as of the date hereof (unless stated to relate solely to an earlier date,
in which case such representations or warranties were true and correct as of such earlier
date).




     (b) Enforceability. The execution and delivery by such Person of this
Amendment, and the performance of each of its obligations under this Amendment and the
Agreement, as amended hereby, are within each of its organizational powers and have been
duly authorized by all necessary action on its part. This Amendment and the Agreement, as
amended hereby, are such Person’s valid and legally binding obligations, enforceable in
accordance with their respective terms.




     (c) No Default. Both before and immediately after giving effect to this
Amendment and the transactions contemplated hereby, no Termination Event or Unmatured
Termination Event exists or shall exist.



     SECTION 4. Effect of Amendment; Ratification. All provisions of the Agreement, as
expressly amended and modified by this Amendment, shall remain in full force and effect. After
this Amendment becomes effective, all references in the Agreement (or in any other Transaction
Document) to “the Receivables Purchase Agreement”, “this Agreement”, “hereof”, “herein” or words of
similar effect, in each case referring to the Agreement shall be deemed to be references to the
Agreement as amended by this Amendment. This Amendment shall not be deemed, either expressly or
impliedly, to waive, amend or supplement any provision of the Agreement other than as specifically
set forth herein. The Agreement, as amended by this Amendment, is hereby ratified and confirmed in
all respects.



     SECTION 5. Effectiveness. This Amendment shall become effective as of the date hereof
upon receipt by the Administrator of duly executed counterparts of (a) this Amendment, (b) that
certain Second Amended and Restated Purchaser Group Fee Letter, dated as of the date hereof, by and
among the Seller, ACI, the Administrator, Market Street Funding LLC and PNC, and (c) that certain
Amended and Restated Purchaser Group Fee Letter, dated as of the date hereof, by and among the
Seller, ACI, Credit Agricole Corporate and Investment Bank and Atlantic Asset Securitization LLC,
in each case in form and substance satisfactory to the Administrator.



     SECTION 6. Counterparts. This Amendment may be executed in any number of counterparts
and by different parties on separate counterparts, each of which when so executed shall be deemed
to be an original and all of which when taken together shall constitute but one and the same
instrument. Delivery of an executed counterpart of a signature page to this Amendment by facsimile
or electronic transmission shall be effective as delivery of a manually executed counterpart
hereof.



     SECTION 7. Governing Law. This Amendment shall be governed by, and construed in
accordance with, the internal laws of the State of New York (including for such purposes Sections
5-1401 and 5-1402 of the General Obligations Law of the State of New York).



     SECTION 8. Section Headings. The various headings of this Amendment are included for
convenience only and shall not affect the meaning or interpretation of this Amendment, the
Agreement or any provision hereof or thereof.



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     SECTION 9. Successors and Assigns. This Amendment shall be binding upon and shall
inure to the benefit of the parties hereto and their respective successors and permitted assigns.



     SECTION 10. Ratification. After giving effect to this Amendment and the transactions
contemplated by this Amendment, all of the provisions of the Performance Guaranty shall remain in
full force and effect and the Performance Guarantor hereby ratifies and affirms the Performance
Guaranty and acknowledges that the Performance Guaranty has continued and shall continue in full
force and effect in accordance with its terms.



[Signatures begin on next page]





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     IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first written
above.



	 	 	 	 	 
	 	ARCH RECEIVABLE COMPANY, LLC, as

Seller

 	 
	 	By:  	/s/ James E. Florczak
 	 
	 	Name:  	 	James E. Florczak 	 
	 	Title:  	 	Vice President & Treasurer 	 
	 
	 	ARCH COAL SALES COMPANY, INC., as Servicer

 	 
	 	By:  	/s/ James E. Florczak
 	 
	 	Name:  	James E. Florczak 	 
	 	Title:  	Vice President & Treasurer 	 
	 



	 	 	 	 	 

	 	 	 	 	 
	 
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	 	PNC BANK, NATIONAL ASSOCIATION,

as Administrator

 	 
	 	By:  	/s/ William P. Falcon
 	 
	 	Name:  	William P. Falcon 	 
	 	Title:  	Vice President 	 
	 
	 	PNC BANK, NATIONAL ASSOCIATION,

as a Purchaser Agent

 	 
	 	By:  	/s/ William P. Falcon
 	 
	 	Name:  	William P. Falcon 	 
	 	Title:  	Vice President 	 
	 



	 	 	 	 	 

	 	 	 	 	 
	 
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	 	PNC BANK, NATIONAL ASSOCIATION,

as the LC Bank and as an LC Participant

 	 
	 	By:  	/s/ Richard Munsick
 	 
	 	Name:  	Richard Minsick 	 
	 	Title:  	Senior Vice President 	 
	 



	 	 	 	 	 
	 
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	 	MARKET STREET FUNDING LLC,

as a Conduit Purchaser and as a Related Committed

Purchaser

 	 
	 	By:  	/s/ Doris J. Hearn
 	 
	 	Name:  	Doris J. Hearn 	 
	 	Title:  	Vice President 	 
	 



	 	 	 	 	 
	 
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	 	ATLANTIC ASSET SECURITIZATION LLC,

as a Conduit Purchaser

 	 
	 	By:  	/s/ Konstantina Kourmpetis
 	 
	 	Name:  	Konstantina Kourmpetis 	 
	 	Title:  	Managing Director 	 
	 
	 	 	 
	 	By:  	                                              /s/ Sam Pilcer
 	 
	 	Name:  	Sam Pilcer 	 
	 	Title:  	Managing Director 	 
	 



	 	 	 	 	 
	 
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	 	CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK,


as a Related Committed Purchaser and as a Purchaser

Agent

 	 
	 	By:  	/s/ Konstantina Kourmpetis
 	 
	 	Name:  	Konstantina Kourmpetis 	 
	 	Title:  	Managing Director 	 
	 
	 	 	 
	 	By:  	                                              /s/ Sam Pilcer
 	 
	 	Name:  	Sam Pilcer 	 
	 	Title:  	Managing Director 	 
	 



	 	 	 	 	 
	 
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	 	CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK,

as an LC Participant

 	 
	 	By:  	/s/ Konstantina Kourmpetis
 	 
	 	Name:  	Konstantina Kourmpetis 	 
	 	Title:  	Managing Director 	 
	 
	 	 	 
	 	By:  	                                              /s/ Sam Pilcer
 	 
	 	Name:  	Sam Pilcer 	 
	 	Title:  	Managing Director 	 
	 



	 	 	 	 	 
	 
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	 	ACKNOWLEDGED AND AGREED:


ARCH COAL, INC.

 	 
	 	By:  	/s/ James E. Florczak
 	 
	 	Name:  	James E. Florczak 	 
	 	Title:  	Treasurer 	 
	 



	 	 	 	 	 
	 
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