exv10w1






Exhibit 10.1




FIRST AMENDMENT TO

PURCHASE AND SALE AGREEMENT




     THIS FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT (this “Amendment”), dated as of
February 24, 2010, is entered into among the VARIOUS ORIGINATORS PARTY TO THE AGREEMENT (as defined
below) (each an “Originator”; and collectively, the “Originators”), and ARCH COAL,
INC., (the “Company”).



RECITALS




     1. The parties hereto are parties to the Purchase and Sale Agreement, dated as of February 3,
2006 (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.



     2.1 Each reference in the Agreement to the defined term the “Closing Date” shall be deemed to
be a reference to “February 10, 2006”.



     2.2 Section 5.10 of the Agreement is hereby amended by inserting at the end thereof
the following new sentence:




     Each such financing statement, if filed as an as-extracted collateral filing,
includes a complete and correct description of the real property related to such
collateral, as contemplated by the UCC, and names the record owner of the real
property.



     2.3 The following new Section 5.22 is added to the Agreement immediately following
existing Section 5.21:




     SECTION 5.22 Location of Mining Operations. The location of
each Originator’s mining operations and names of each minehead relating thereto are
as set forth on Schedule V hereto.



     2.4 Section 6.1(i) of the Agreement is replaced in its entirety with the following:




     (i) Data Records. Place and maintain on its summary master control
data processing records the following legend (or the substantive equivalent
thereof): “THE RECEIVABLES DESCRIBED HEREIN HAVE BEEN SOLD TO ARCH COAL, INC.
PURSUANT TO A PURCHASE AND SALE













 







AGREEMENT, DATED AS OF FEBRUARY 3, 2006, BETWEEN THE ORIGINATORS NAMED THEREIN AND
ARCH COAL, INC.; AND AN INTEREST IN THE RECEIVABLES DESCRIBED HEREIN HAS BEEN
GRANTED TO PNC BANK, NATIONAL ASSOCIATION, FOR THE BENEFIT OF THE PURCHASERS UNDER
THE AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT, DATED AS OF FEBRUARY 24,
2010, BY AND AMONG ARCH RECEIVABLE COMPANY, LLC, ARCH COAL SALES COMPANY, INC., THE
VARIOUS CONDUIT PURCHASERS, RELATED COMMITTED PURCHASERS, LC PARTICIPANTS AND
PURCHASER AGENTS FROM TIME TO TIME PARTY THERETO AND PNC BANK, NATIONAL ASSOCIATION,
AS ADMINISTRATOR AND AS LC BANK.”



     2.5 The following new Section 6.1(j) is added to the Agreement immediately following
existing Section 6.1(i):




     (j) Mining Operations and Mineheads. The Company shall (and shall
cause each applicable Originator to) promptly, and in any event within 30 days of
any change, deletion or addition to the location of any Originator’s mining
operations or mineheads set forth on Schedule V hereto, (i) notify the
Administrator and each Purchaser Agent of such change, deletion or addition, (ii)
cause the filing or recording of such financing statements and amendments and/or
releases to financing statements, mortgages or other instruments, if any, necessary
to preserve and maintain the perfection and priority of the security interest of the
Transferor, Seller and Administrator (for the benefit of the Purchasers) in the Pool
Assets pursuant to this Agreement, in each case in form and substance satisfactory
to the Administrator and (iii) deliver to the Administrator and each Purchaser Agent
an updated Schedule V hereto reflecting such change, deletion or addition;
it being understood that no Receivable, the related location of mining operations
and/or mineheads of which is not as set forth on Schedule V hereto as of
such date of determination shall be an Eligible Receivable until such time as each
condition under this clause (j) shall have been satisfied (and upon such
satisfaction, this Agreement shall be deemed amended to reflect such updated
Schedule V hereto).



     2.6 The following new Section 6.1(k) is added to the Agreement immediately following
new Section 6.1(j):




     Additional Mortgages Under Credit Agreement. The Company shall (and
shall cause each applicable Originator to) (x) provide written notice promptly, and
in any event within 30 days, to the Seller, the Administrator and each Purchaser
Agent of each new Mortgage or amendment or modification of an existing Mortgage
under the Credit Agreement covering as-extracted collateral, (y) cause to be
delivered to the Administrator a letter, in form and substance satisfactory to the
Administrator, addressed to the Administrator and duly executed by the related
grantee or beneficiary releasing such party’s security interest, lien or other
rights under such new Mortgage or amended or modified Mortgage in the Receivables,
Contracts and Related Security subject thereto and (z) file or record



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all amendments and/or releases to such new, amended or modified Mortgages
necessary to release and remove of record any such security interest, lien or other
interest of the related grantee or beneficiary in the Receivables, Contracts and
Related Security, in each case in form and substance satisfactory to the
Administrator.



     2.7 Schedule I of the Agreement is replaced in its entirety with Schedule I
attached hereto.



     2.8 Schedule V attached hereto is added to the Agreement as Schedule V
thereto, immediately following existing Schedule IV.



     2.9 The parties hereto hereby agree that on and after the date hereof, each of Arch of
Wyoming, LLC, Ashland Terminal, Inc., Catenary Coal Holdings, Inc., Mountain Mining, Inc. and
Triton Coal Company, LLC (collectively, the “Released Originators”) shall no longer be a
party to the Agreement or any other Transaction Document and no Released Originator shall have any
rights or obligations thereunder (other than such obligations which by their express terms survive
termination of the Agreement).



     SECTION 3. Representations and Warranties. Each of the Originators hereby represents
and warrants as follows:




     (a) Representations and Warranties. The representations and warranties made by
it in the 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 corporate powers and have been duly
authorized by all necessary organizational 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 Purchase and Sale Termination Event,
Unmatured Purchase and Sale Termination Event, Termination Event or Unmatured Termination
Event exists or shall exist.



     SECTION 4. Effect of Amendment. 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 “this
Agreement”, “hereof”, “herein” or words of similar effect 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 set forth herein.



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     SECTION 5. Effectiveness. This Amendment shall become effective as of the date hereof
upon receipt by the Administrator of duly executed counterparts of this Amendment.



     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.



     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.



[Signatures begin on next page]




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     IN WITNESS WHEREOF, the parties have caused this First Amendment to Purchase and Sale
Agreement to be executed by their respective officers thereunto duly authorized as of the date
first above written.



	 	 	 	 	 
	 	ARCH COAL, INC.

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



First
Amendment to PSA (Arch Coal)





S-1









 






	 	 	 	 	 
	 	ORIGINATORS:



ARCH COAL SALES COMPANY, INC.,

as an Originator

 	 
	 	By:  	/s/ James E. Florczak	 
	 	 	Name:  	James E. Florczak	 
	 	 	Title:  	Vice President and Treasurer	 
	 
	 	ARCH COAL TERMINAL, INC.,

as an Originator

 	 
	 	By:  	/s/ James E. Florczak	 
	 	 	Name:  	James E. Florczak	 
	 	 	Title:  	Vice President and Treasurer	 
	 
	 	ARCH ENERGY RESOURCES, LLC,

as an Originator

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



First
Amendment to PSA (Arch Coal)




S-2









 








	 	 	 	 	 
	 	ARCH WESTERN RESOURCES, LLC,

as an Originator

 	 
	 	By:  	/s/ James E. Florczak	 
	 	 	Name:  	James E. Florczak	 
	 	 	Title:  	Vice President and Treasurer	 
	 
	 	CANYON FUEL COMPANY, LLC,

as an Originator

 	 
	 	By:  	/s/ James E. Florczak	 
	 	 	Name:  	James E. Florczak	 
	 	 	Title:  	Vice President and Treasurer	 
	 
	 	COAL-MAC, INC.,

as an Originator

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



First
Amendment to PSA (Arch Coal)





S-3









 






	 	 	 	 	 
	 	CUMBERLAND RIVER COAL COMPANY,

as an Originator

 	 
	 	By:  	/s/
James E. Florczak	 
	 	 	Name:  	James E. Florczak	 
	 	 	Title:  	Vice President and Treasurer	 
	 
	 	LONE MOUNTAIN PROCESSING, INC.,

as an Originator

 	 
	 	By:  	/s/
James E. Florczak	 
	 	 	Name:  	James E. Florczak	 
	 	 	Title:  	Vice President and Treasurer	 
	 
	 	MINGO LOGAN COAL COMPANY,

as an Originator

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



First
Amendment to PSA (Arch Coal)





S-4









 





	 	 	 	 	 
	 	MOUNTAIN COAL COMPANY, L.L.C.,

as an Originator

 	 
	 	By:  	/s/
James E. Florczak	 
	 	 	Name:  	James E. Florczak	 
	 	 	Title:  	Vice President and Treasurer	 
	 
	 	THUNDER BASIN COAL COMPANY, L.L.C.,

as an Originator

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



First
Amendment to PSA (Arch Coal)





S-5









 





CONSENT TO:




PNC BANK, National Association




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




First
Amendment to PSA (Arch Coal)



S-6









 





Schedule I




LIST OF ORIGINATORS




Arch Coal Sales Company, Inc.

Arch Coal Terminal, Inc.

Arch Energy Resources, LLC

Arch Western Resources, LLC

Canyon Fuel Company, LLC

Coal-Mac, Inc.

Cumberland River Coal Company

Lone Mountain Processing, Inc.

Mingo Logan Coal Company

Mountain Coal Company, L.L.C.

Thunder Basin Coal Company, L.L.C.




	 	 	 	 	 

	 
	 	Schedule 1-1
	 	Purchase and Sale Agreement
	 
	 	 	 	(Arch Coal)






 









 





Schedule V




LOCATION OF MINING OPERATIONS




	 	 	 	 	 	 	 
	ORIGINATOR	 	MINEHEAD	 	STATE	 	COUNTY
	Arch Coal Sales Company, Inc.

	 	-N/A
	 	West Virginia
	 	Mingo
	Arch Coal Terminal, Inc.

	 	-N/A
	 	Kentucky
	 	Boyd
	Arch Western Resources, LLC

	 	-N/A
	 	Wyoming
	 	Campbell
	Canyon Fuel Company, LLC

	 	- Dugout
- Skyline
	 	Utah
	 	Carbon
	Canyon Fuel Company, LLC

	 	-Sufco
	 	Utah
	 	Sevier
	Coal-Mac, Inc.

	 	-Holden
-Ragland / Phoenix
	 	West Virginia
	 	Logan
	Coal-Mac, Inc.

	 	-Ragland / Phoenix
	 	West Virginia
	 	Mingo
	Cumberland River Coal Company

	 	-Cumberland River (aka Pardee)
	 	Kentucky
	 	Letcher
	Cumberland River Coal Company

	 	-Cumberland River (aka Pardee)
	 	Virginia
	 	Wise
	Lone Mountain Processing, Inc.

	 	-Lone Mountain
	 	Kentucky
	 	Harlan
	Lone Mountain Processing, Inc.

	 	-N/A
	 	Virginia
	 	Lee
	Mingo Logan Coal Company

	 	-Mountain Laurel
	 	West Virginia
	 	Logan
	Mountain Coal Company, L.L.C.

	 	- West Elk
	 	Colorado
	 	Gunnison
	Thunder Basin Coal Company,
L.L.C.

	 	- Black Thunder
- Coal Creek
	 	Wyoming
	 	Campbell






	 	 	 	 	 

	 
	 	Schedule V-1
	 	Purchase and Sale Agreement
	 
	 	 	 	(Arch Coal)