FOURTH AMENDMENT TO CREDIT AGREEMENT AND AMENDMENT TO COLLATERAL AGENCY AND SHARING AGREEMENT

Exhibit 10.1

FOURTH AMENDMENT TO CREDIT AGREEMENT AND AMENDMENT TO
COLLATERAL AGENCY AND SHARING AGREEMENT

      THIS FOURTH AMENDMENT TO CREDIT AGREEMENT AND AMENDMENT TO COLLATERAL AGENCY AND SHARING AGREEMENT (the “Amendment”), dated as of August 27, 2009, is made by and among ARCH COAL, INC. , a Delaware corporation (the “Borrower”), the GUARANTORS (as defined in the Credit Agreement), the BANKS party to the Credit Agreement (as hereinafter defined), CITICORP USA, INC. , JPMORGAN CHASE BANK, N.A. and WACHOVIA BANK, NATIONAL ASSOCIATION , each in its capacity as co-syndication agent, and BANK OF AMERICA, N.A. (successor by merger to FLEET NATIONAL BANK), as documentation agent, and PNC BANK, NATIONAL ASSOCIATION , in its capacity as administrative agent for the Banks.

      WHEREAS , the parties hereto are parties to that certain Credit Agreement dated as of December 22, 2004, as amended by that certain First Amendment to Credit Agreement dated as of June 23, 2006, as amended by that certain Second Amendment to Credit Agreement dated as of October 3, 2006 and as amended by that certain Third Amendment to Credit Agreement dated as of March 6, 2009 (as so amended, the “Credit Agreement”), pursuant to which the Banks provided a $800,000,000 revolving credit facility to the Borrower; and

      WHEREAS , the Borrower desires to have certain Banks extend the Expiration Date of their Revolving Credit Commitments and/or join new Banks to the Credit Agreement, amend certain financial covenants and amend the Collateral Agency and Sharing Agreement.

      WHEREAS , the Borrower, the Banks and the Administrative Agent desire to amend the Credit Agreement as hereinafter provided.

      NOW, THEREFORE , the parties hereto, in consideration of their mutual covenants and agreements hereinafter set forth and intending to be legally bound hereby, covenant and agree as follows:

     1.  Definitions .

     Capitalized terms used herein unless otherwise defined herein shall have the meanings ascribed to them in the Credit Agreement, as amended by this Amendment.

     2.  Amendments to Credit Agreement .

     (a) The following definitions contained in Section 1.1 (Certain Definitions) of the Credit Agreement shall be amended and restated in its entirety:

          “ Bank-Provided Commodity Hedge shall mean a Commodity Hedge which is provided by any Bank or an Affiliate of any Bank and which meets the following requirements: such Commodity Hedge (i) is documented in a standard International Swap Dealer Association Agreement or such other standard trading documentation, (ii) provides for the method of calculating the reimbursable amount of the provider’s credit exposure in a reasonable and customary manner, and (iii) is entered into for hedging purposes.”

     “ Corporate Credit Rating shall mean (a) the “Corporate Family Rating” by Moody’s and (b) the “Corporate Credit Rating” by Standard & Poor’s, as such terms are commonly used as a rating category by each rating agency.”

     “ Expiration Date shall mean (a) with respect to all Non-Extending Revolving Credit Commitments, June 23, 2011 (the “Non-Extended Expiration Date”) and (b) with respect to all Extending Revolving Credit Commitments, March 31, 2013 (the “Extended Expiration Date”).”

     “ Interest Period shall mean the period of time selected by the Borrower in connection with (and to apply to) any election permitted hereunder by the Borrower to have Revolving Credit Loans bear interest under the Euro-Rate Option. Subject to the last sentence of this definition, such period shall be one, two, three or six Months. Such Interest Period shall commence on the effective date of such Interest Rate Option, which shall be (i) the Borrowing Date if the Borrower is requesting new Revolving Credit Loans, or (ii) the date of renewal of or conversion to the Euro-Rate Option if the Borrower is renewing or converting to the Euro-Rate Option applicable to outstanding Revolving Credit Loans. Notwithstanding the second sentence hereof: (A) any Interest Period which would otherwise end on a date which is not a Business Day shall be extended to the next succeeding Business Day unless such Business Day falls in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day, (B) the Borrower shall not select, convert to or renew an Interest Period which commences prior to the Non-Extended Expiration Date and ends after the Non-Extended Expiration Date, and (C) the Borrower shall not select, convert to or renew an Interest Period that would end after the Extended Expiration Date.”

     “ Revolving Credit Commitment shall mean, as to any Bank at any time, the Non-Extending Revolving Credit Commitment or Extending Revolving Credit Commitment, as applicable, in the amount initially set forth opposite its name on Schedule 1.1 (B) in the column labeled ‘Amount of Commitment for Revolving Credit Loans,’ and thereafter as determined by the Administrative Agent after giving effect to each applicable Bank Joinder and Assignment and Assumption Agreement executed by such Bank and delivered to the Administrative Agent, and Revolving Credit Commitments shall mean the aggregate Revolving Credit Commitments of all of the Banks, which aggregate amount shall not exceed $860,000,000 as of the Fourth Amendment Effective Date.”

     (b) Section 1.1 [Certain Definitions] of the Credit Agreement is hereby amended to insert therein, in alphabetical order, the following new definitions:

     “ Extended Expiration Date shall have the meaning set forth in the definition of “Expiration Date”.”

     “ Extending Revolving Credit Commitment Utilization Fee shall have the meaning set forth in Section 2.3.2 [Extending Revolving Credit Commitment Utilization Fee].”

     “ Extending Revolving Credit Commitment Unused Fee shall have the meaning set forth in Section 2.3.3 [Extending Revolving Credit Commitment Unused Fee].”

     “ Extending Bank shall mean each Bank who is designated as having an “Extending Revolving Credit Commitment” on Schedule 1.1 (B) of this Agreement.”

     “ Extending Revolving Credit Commitment shall mean the Extending Revolving Credit Commitment of each Extending Bank as indicated on Schedule 1.1 (B) of this Agreement and Extending Revolving Credit Commitments shall mean the Extending Revolving Credit Commitments of all of the Extending Banks.”

     “ Fourth Amendment shall mean that certain Fourth Amendment to Credit Agreement and Amendment to Collateral Agency and Sharing Agreement, dated as of August 27, 2009, among the Borrower, the Guarantors, the Banks, the Administrative Agent and the other Agents.”

     “ Fourth Amendment Effective Date shall mean the effective date of the Fourth Amendment, which date is August 27, 2009.”

     “ Non-Extended Expiration Date shall have the meaning set forth in the definition of “Expiration Date”.”

     “ Non-Extending Revolving Credit Commitments shall mean all Revolving Credit Commitments other than Extending Revolving Credit Commitments.”

     (c) Article 2 [Revolving Credit and Swing Loan Facilities] of the Credit Agreement is hereby amended as follows:

          (i) Section 2.3 [Fees; Commitment Fees] is hereby amended as follows:

     (A) The title to Section 2.3 shall be amended from “ Fees, Commitment Fees ” to “ Fees ”;

     (B) The entire paragraph currently constituting Section 2.3 shall be identified as “2.3.1 Commitment Fees ”;

     (C) The following subsections shall be inserted into Section 2.3 immediately after the end thereof:

     “2.3.2 Extending Revolving Credit Commitment Utilization Fee.

     Accruing from the Fourth Amendment Effective Date until the Extended Expiration Date, the Borrower agrees to pay to the Administrative Agent for the account of each Extending Bank, as consideration for such Extending Bank’s Extending Revolving Credit Commitment hereunder, a nonrefundable extending revolving credit commitment utilization fee (the “ Extending Revolving Credit Commitment Utilization Fee ”) equal to the applicable rate per annum set forth below on the average daily balance of such Extending Bank’s outstanding Loans and Letters of Credit Outstanding.

     All Extending Revolving Credit Commitment Utilization Fees shall be payable in arrears on the first Business Day of each July, October, January and April after the Fourth Amendment Effective Date and on the Extended Expiration Date or upon acceleration of the Loans. It is expressly agreed that commencing on the date immediately after the date of the delivery of the financial statements and related Compliance Certificate as required pursuant to Section 7.3.3 [Certificate of the Borrower] hereof, the Extending Revolving Credit Commitment Utilization Fee shall be determined based upon the applicable Leverage Ratio recomputed as of the end of each fiscal quarter based on the Leverage Ratio as of such quarter end and on the Corporate Credit Ratings as updated from time to time. Any increase or decrease in the Extending Revolving Credit Commitment Utilization Fee computed as of a quarter end shall be effective on the earlier of (i) the date on which the Compliance Certificate evidencing such computation is due to be delivered under Section 7.3.3 [Certificate of Borrower], together with the financial statements related thereto required to be delivered pursuant to Section 7.3.1 [Quarterly Financial Statements] or Section 7.3.2 [Annual Financial Statements], as the case may be or (2) the date on which the Corporate Credit Rating of the Borrower is updated; provided , however ; if the Borrower shall fail to timely deliver the financial statements required to be delivered pursuant to Section 7.3.1 [Quarterly Financial Statements] or 7.3.2 [Annual Financial Statements], as the case may be, together with the duly executed Compliance Certificate required by Section 7.3.3 [Certificate of the Borrower], the Leverage Ratio for such date from and including the date on which such statements are required to be delivered until the date on which such financial statements

     and related Compliance Certificate are delivered shall be deemed to be greater than 4.00 to 1.00.

     2.3.3 Extending Revolving Credit Commitment Unused Fee.

     Accruing from the Fourth Amendment Effective Date until the Extended Expiration Date, the Borrower agrees to pay to the Administrative Agent for the account of each Extending Bank, as consideration for such Extending Bank’s Extending Revolving Credit Commitment hereunder, a nonrefundable Extending Revolving Credit Commitment unused fee (the “ Extending Revolving Credit Commitment Unused Fee ”) equal to the applicable rate per annum set forth below on the average daily difference between the amount of (i) such Extending Bank’s Extending Revolving Credit Commitment as the same may be constituted from time to time, and (ii) the sum of such Extending Bank’s Loans outstanding plus its Revolving Credit Ratable Share of the Letters of Credit Outstanding.

     All Extending Revolving Credit Commitment Unused Fees shall be payable in arrears on the first Business Day of each July, October, January and April after the date hereof and on the Expiration Date or upon acceleration of the Loans.”

          (ii) Clause (B) of the first paragraph of Section 2.9.1 [Issuance of Letters of Credit] is hereby amended and restated in its entirely to read as follows:

     “(B) in no event expire later than ten (10) Business Days prior to the Extended Expiration Date and provided that in no event shall (i) the Letters of Credit Outstanding with respect to all Letters of Credit exceed, at any one time, $700,000,000, (ii) after giving effect to all such Letters of Credit, the Revolving Facility Usage exceed the Revolving Credit Commitments, or (iii) the Letters of Credit Outstanding with respect to all Letters of Credit having an expiration date on or after the Non-Extended Expiration Date, exceed, at any time the Extending Revolving Credit Commitments.” !

          (iii) Section 2.10 [Right to Increase Commitments] is hereby amended and restated in its entirely to read as follows:

     “2.10 Right to Increase Commitments .

     Provided that there is no Event of Default or Potential Default, if on or after the Non-Extended Expiration Date, the Borrower wishes to increase the Revolving Credit

     Commitments, the Borrower shall notify the Administrative Agent thereof, provided that any such increase shall be in a minimum of $10,000,000 and, after giving effect to such increase, the aggregate of all Revolving Credit Commitments shall not exceed $800,000,000. The increased commitments shall be available to Banks and to any additional bank proposed by the Borrower, which is approved by the Administrative Agent (which approval shall not be unreasonably withheld) and allocated in such a manner as the Borrower, the Administrative Agent and those increasing Banks and new banks shall agree, provided, however, that each new bank shall become a party to this Agreement pursuant to Section 10.11 [Successors and Assigns]. In the event of any such increase in the aggregate Revolving Credit Commitments effected pursuant to the terms of this Section 2.10, new Revolving Credit Notes shall, to the extent necessary, be executed and delivered by the Borrower in exchange for the surrender of the existing Revolving Credit Notes. Without limiting the generality of Section 7.1.12 [Collateral; Further Assurances], in the event the Borrower exercises its rights under this Section 2.10, the Borrower shall and shall cause each Loan Party, at its expense and within ninety (90) days following the date of the increase of the Revolving Credit Commitments, to execute, deliver and record amendments to each Mortgage (with such amendments to be in form and substance reasonably satisfactory to the Administrative Agent), to reflect any such increase in the Revolving Credit Commitments as required by applicable Law or as the Administrative Agent, in its reasonable discretion, may require.”

          (iv) The following new Section 2.11 shall be inserted in Article 2 in numeric order:

     “2.11 Extendin g Revolving Credit Commitments; Effect on Revolving Credit Commitments .

     2.11.1 Conversion of Revolving Credit Commitments By Certain Banks . With respect to each Bank having a Revolving Credit Commitment as of the Fourth Amendment Effective Date and electing to convert its Revolving Credit Commitment into an Extending Revolving Credit Commitment as set forth on Schedule 1.1 (B) , such Extending Bank (by its signature to the Fourth Amendment) agrees to convert all of its Revolving Credit Commitments into Extending Revolving Credit Commitments and commencing with the Fourth Amendment Effective Date through the Extended Expiration Date shall make Revolving Credit Loans to the Borrower in accordance with Article 2 [Revolving Credit And Swing Loan Facilities] of this Agreement, subject to the terms and conditions of this Agreement.

     2.11.2 New Banks Issuing Extending Revolving Credit Commitments . With respect to each financial institution desiring to join into the Credit Agreement and issue an Extending Revolving Credit Commitment, such financial institution shall be approved by the Administrative Agent (which approval shall not be unreasonably withheld) and shall execute a joinder (acceptable to the Administrative Agent) and also execute this Fourth Amendment agreeing to make Revolving Credit Loans to the Borrower up to its Extending Revolving Credit Commitment (as indicated on Schedule 1.1 (B) to this Agreement) commencing with the Fourth Amendment Effective Date through the Extended Expiration Date in accordance with Article 2

     [Revolving Credit And Swing Loan Facilities] of this Agreement, subject to the terms and conditions of this Agreement.

     2.11.3 Establishing Extending and Non-Extending Revolving Credit Commitments . Schedule 1.1 (B) to the Agreement shall be amended and restated by replacing it with Schedule 1.1 (B) to the Fourth Amendment. Schedule 1.1 (B) reflects, as of the Fourth Amendment Effective Date after giving effect to the Fourth Amendment, (i) the Revolving Credit Commitment of each Bank , (ii) the aggregate amount of the Commitments, (iii) whether each Commitment is an Extending Revolving Credit Commitment or Non-Extending Revolving Credit Commitment, and (iv) the percentage of the total Commitments held by each Bank. Each Bank executing the Fourth Amendment acknowledges and confirms and agrees to its Revolving Credit Commitment as set forth on Schedule 1.1 (B) , including whether such Revolving Credit Commitment is an Extending Revolving Credit Commitment or Non-Extending Revolving Credit Commitment. For the avoidance of doubt, the parties acknowledge that the Revolving Credit Commitment of each Bank having a Revolving Credit Commitment, but not agreeing to make an Extending Revolving Credit Commitment, shall continue in effect as a Non-Extending Revolving Credit Commitment, and in the identical amount, subsequent to the Fourth Amendment Effective Date.

     2.11.4 Repayment of Outstanding Loans; Borrowing of New Loans .

     (1) On the Fourth Amendment Effective Date, the Borrower shall repay all Revolving Credit Loans outstanding on such date, subject to the Borrower’s indemnity obligations under Section 4.5.2 [Indemnity]; provided that it may borrow new Revolving Credit Loans as provided in Section 2.1.1 [Revolving Credit Loans] with a Borrowing Date on the Fourth Amendment Effective Date. Each of the Banks shall participate in any new Revolving Credit Loans made on or after the Fourth Amendment Effective Date in accordance with their respective Revolving Credit Ratable Shares as set forth on Schedule 1.1 (B) ; and

     (2) On the Non-Extended Expiration Date, the Borrower shall repay all Revolving Credit Loans outstanding on such date, together with any interest and fees (including any and all Commitment Fees which have accrued on or before the Fourth Amendment Effective Date, which fees shall be due and payable on the Fourth Amendment Effective Date) associated therewith which are due and payable, subject to the Borrower’s indemnity obligations under Section 4.5.2 [Indemnity]; provided that the Borrower may borrow Revolving Credit Loans from the Extending Banks and each of the Extending Banks shall participate in any such Revolving Credit Loans made on or after the Non-Extended Expiration Date in accordance with their respective Revolving Credit Ratable Shares as in effect after giving effect to expiration of the Non-Extending Revolving Credit Commitments.”

     2.11.5 Outstanding Letters of Credit .

     (1) On the Fourth Amendment Effective Date, each Bank: (a) will be deemed to have purchased a participation in each then outstanding Letter of Credit equal to its Revolving Credit Ratable Share of each such Letter of Credit and the participation of each other Bank in each such Letter of Credit shall be adjusted accordingly and (b) will acquire, (and will pay to the Administrative Agent, for the account of each Bank, in immediately available funds, an amount equal to) its Revolving Credit Ratable Share of all outstanding Participation Advances after giving effect to any changes in the Revolving Credit Ratable Share as a result of any change in the Revolving Credit Commitments in connection with the Fourth Amendment; and

     (2) On the Non-Extended Expiration Date, each Extending Bank: (a) will be deemed to have purchased a participation in each then outstanding Letter of Credit equal to its Revolving Credit Ratable Share of each such Letter of Credit and the participation of each other Extending Ba