THIRD AMENDMENT TO
AMENDED AND RESTATED PURCHASE AND SALE AGREEMENT
THIS THIRD AMENDMENT TO AMENDED AND RESTATED PURCHASE AND SALE AGREEMENT (this “Amendment”), dated as of September 14, 2017, is entered into among each of the parties listed on the signature pages hereto as a Continuing Originator (each a “Continuing Originator”; and collectively, the “Continuing Originators”), CUMBERLAND RIVER COAL LLC and LONE MOUNTAIN PROCESSING LLC (the “Released Originators”), and ARCH COAL, INC. (the “Company”).
1.The Company, the Continuing Originators and the Released Originators are parties to the Amended and Restated Purchase and Sale Agreement, dated as of January 13, 2016 (as amended, restated, supplemented or otherwise modified through the date hereof, the “Agreement”).
2.The Company does not anticipate that the Released Originators will generate a material amount of Receivables going forward and has therefore requested the removal of the Released Originators from the Agreement.
3.In connection with this Amendment, the Released Originators are being removed from the Agreement as parties thereto in the capacity of an “Originator”.
4.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. The Agreement is hereby amended as follows:
2.1Schedule I to the Agreement is hereby replaced in its entirety with Schedule I attached hereto.
2.2Schedule II to the Agreement is hereby replaced in its entirety with Schedule II attached hereto.
2.3Schedule IV to the Agreement is hereby replaced in its entirety with Schedule IV attached hereto.
2.4Schedule V to the Agreement is hereby replaced in its entirety with Schedule V attached hereto.