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FIRST AMENDMENT TO
MEMBERSHIP INTEREST PURCHASE AGREEMENT
THIS FIRST
AMENDMENT to the Membership Interest Purchase Agreement dated as of
March 8, 2009 (the “ Purchase Agreement ”),
by and between Rio Tinto Sage LLC, a Delaware limited liability
company (“ Seller ”), and Arch Coal, Inc., a
Delaware corporation (“ Buyer ”), is made and
entered into between Seller and Buyer (each a “ Party
” and collectively, the “ Parties ”), as
of this 6th day of April 2009 (the “ First
Amendment ”).
A. Seller and
Buyer entered into the Purchase Agreement in order to sell and
transfer Seller’s interest in the Equity Interests to
Buyer.
B. In order
to extend the date by which each Party must file an HSR Form, the
Parties desire to amend the Purchase Agreement as provided in this
First Amendment.
C. Section 9.8
of the Purchase Agreement provides that the Purchase Agreement may
be amended in a writing signed by Buyer and Seller.
NOW, THEREFORE, in
consideration of the foregoing and other good and valuable
consideration, the receipt and sufficiency of which hereby are
acknowledged, and intending to be legally bound he
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