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