Exhibit 10.1
THIRD
AMENDMENT TO
RECEIVABLES PURCHASE AGREEMENT
THIS THIRD AMENDMENT TO RECEIVABLES
PURCHASE AGREEMENT (this “Amendment”), dated as of
May 22, 2008, 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”).
RECITALS
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) The definition of “Dilution
Reserve Percentage” set forth in Exhibit I to the
Agreement is hereby amended and restated in its entirety as
follows:
“Dilution Reserve
Percentage” means, on any day, the product of (a) the
Dilution Horizon multiplied by (b) the sum of (i) 2.00
times the average of the Dilution Ratios for the twelve most recent
calendar months and (ii) the Spike Factor.
(b) Clause (a) of the definition
of “Facility Termination Date” set forth in
Exhibit I to the Agreement is hereby amended by deleting the
date “February 3, 2011” therein an substituting
the date “May 22, 2013” therefor.
(c) The amount specified as the
“Purchase Limit” in the definition of such term set
forth in Exhibit I to the Agreement is hereby amended by
changing such amount from “$150,000,000” to
“175,000,000”.
(d) The definition of “Total
Reserves” set forth in Exhibit I to the Agreement is
hereby amended and restated in its entirety as follows:
“Total Reserves” means,
at any time, the sum of (a) the Yield Reserve, plus
(b) the greater of (i) the Concentration Reserve plus the
Minimum Dilution Reserve and (ii) the Loss Reserve plus the
Dilution Reserve.
(e) The Commitment of each of the
Issuer and the LC Participant is hereby amended to be the amount
set forth as the “Commitment” under its name on its
respective signature page to this Amendment.
(f) Exhibit I to the Agreement
is hereby amended by inserting in the appropr
