FIRST AMENDMENT TO
RECEIVABLES PURCHASE AGREEMENT
THIS FIRST
AMENDMENT TO RECEIVABLES PURCHASE AGREEMENT (this “
Amendment ”), dated as of April 24, 2006, is
entered into among ARCH RECEIVABLE COMPANY, LLC (the “
Seller ”), ARCH COAL SALES COMPANY, INC. (the “
Servicer ”), MARKET STREET FUNDING LLC (the “
Issuer ”), the various financial institutions party to
the Agreement (as defined below) as LC Participants (the “
LC Participants ”), and PNC BANK, NATIONAL
ASSOCIATION, as Administrator (the “ Administrator
”) and as LC Bank (the “ LC Bank
”).
1. The
parties hereto are parties to the Receivables Purchase Agreement,
dated as of February 3, 2006 (as amended, amended and 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 .
(a) Sub-clause
(ii) of Section 1.12(b) of the Agreement is amended
and restated in its entirety to read as follows:
“(ii) have
an expiry date not later than twelve (12) months after such
Letter of Credit’s date of issuance.”
(b)
Section 5.1 of the Agreement is hereby amended by
adding the following sentence immediately before the ultimate
sentence of such section as follows:
“The
Administrator hereby agrees to provide executed copies of any
material amendment or waiver of any provision of this Agreement or
any other Transaction Document to the Rating
Agencies.”
SECTION 3.
Representations and Warranties . Each of the Seller
and the Servicer hereby represents and warrants to the
Administrator and the Purchasers 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 (u
