SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT
Exhibit 10.20
EXECUTION COPY
[ARCH COAL]
SECOND AMENDMENT TO
PURCHASE AND SALE AGREEMENT
THIS SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT (this Amendment), dated as of November 11, 2011, is entered into among the VARIOUS ORIGINATORS PARTY TO THE AGREEMENT (as defined below) (each an Originator; and collectively, the Originators), each of the entities set forth on Schedule I hereto (each an Additional Originator and collectively, the Additional Originators), and ARCH COAL, INC., (the Company).
RECITALS
1. The Company and the Originators are parties to the Purchase and Sale Agreement, dated as of February 3, 2006 (as amended, restated, supplemented or otherwise modified through the date hereof, the Agreement); and
2. Concurrently herewith, each of the Additional Originators is becoming a party to the Agreement pursuant to that certain Joinder Agreement, dated as of the date hereof, among each of the Additional Originators and the Company.
3. 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:
2.1 With respect to each Additional Originator, any reference in the Agreement to the Closing Date or the date hereof shall be deemed to be a reference to November 11, 2011.
2.2 With respect to each Additional Originator, any reference in the Agreement to the Cut-off Date shall be deemed to be a reference to October 31, 2011.
2.3 The mailing address and facsimile number of each of the Additional Originators for which notices and other communications shall be delivered pursuant to Section 10.2 of the Agreement is as set forth under its name on Schedule II attached hereto.
2.4 Schedule I to the Agreement is hereby replaced in its entirety with Schedule III attached hereto.
2.5 Schedule II to the Agreement is hereby replaced in its entirety with Schedule IV attached hereto.
2.6 Schedule IV to the Agreement is hereby replaced in its entirety with Schedule V attached hereto.
2.7 Schedule V to the Agreement is hereby replaced in its entirety with Schedule VI attached hereto.
SECTION 3. Representations and Warranties. Each of the Originators and each of the Additional Originators hereby represents and warrants 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 (unless stated to relate solely to an earlier date, in which case such representations or warranties were true and correct as of such earlier date).
(b) Enforceability. The execution and delivery by such Person of this Amendment, and the performance of each of its obligations under this Amendment and the Agreement, as amended hereby, are within each of its corporate powers and have been duly authorized by all necessary organizational action on its part. This Amendment and the Agreement, as amended hereby, are such Persons valid and legally binding obligations, enforceable in accordance with their respective terms.
(c) No Default. Both before and immediately after giving effect to this Amendment and the transactions contemplated hereby, no Purchase and Sale Termination Event, Unmatured Purchase and Sale Termination Event, Termination Event or Unmatured Termination Event exists or shall exist.
SECTION 4. Effect of Amendment. All provisions of the Agreement, as expressly amended and modified by this Amendment, shall remain in full force and effect. After this Amendment becomes effective, all references in the Agreement (or in any other Transaction Document) to this Agreement, hereof, herein or words of similar effect referring to the Agreement shall be deemed to be references to the Agreement as amended by this Amendment. This Amendment shall not be deemed, either expressly or impliedly, to waive, amend or supplement any provision of the Agreement other than as set forth herein.
SECTION 5. Effectiveness. This Amendment shall become effective as of the date hereof upon receipt by the Administrator of duly executed counterparts of this Amendment.
SECTION 6. Counterparts. This Amendment may be executed in any number of counterparts and by different parties on separate counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute but one and the same instrument. Delivery of an executed counterpart of a signature page to this Amendment by facsimile or electronic transmission shall be effective as delivery of a manually executed counterpart hereof.
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SECTION 7. Governing Law. This Amendment shall be governed by, and construed in accordance with, the internal laws of the State of New York.
SECTION 8. Section Headings. The various headings of this Amendment are included for convenience only and shall not affect the meaning or interpretation of this Amendment, the Agreement or any provision hereof or thereof.
[SIGNATURES BEGIN ON NEXT PAGE]
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IN WITNESS WHEREOF, the parties have caused this Amendment to be executed by their respective officers thereunto duly authorized as of the date first above written.
| ARCH COAL, INC. | |
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| By: | /s/ James E. Florczak |
| Name: | James E. Florczak |
| Title: | Treasurer |
Second Amendment to PSA (Arch Coal)
S-1
| ORIGINATORS: | |
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| ARCH COAL SALES COMPANY, INC. | |
| ARCH COAL TERMINAL, INC. | |
| ARCH ENERGY RESOURCES, LLC | |
| ARCH WESTERN RESOURCES, LLC | |
| CANYON FUEL COMPANY, LLC | |
| COAL-MAC, INC. | |
| CUMBERLAND RIVER COAL COMPANY | |
| LONE MOUNTAIN PROCESSING, INC. | |
| MINGO LOGAN COAL COMPANY | |
| MOUNTAIN COAL COMPANY, L.L.C. | |
| THUNDER BASIN COAL COMPANY, L.L.C. | |
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| By: | /s/ James E. Florczak |
| Name: | James E. Florczak |
| Title: | Vice President & Treasurer |
Second Amendment to PSA (Arch Coal)
S-2
| ADDITIONAL ORIGINATORS: | |
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| BRONCO MINING COMPANY, INC. | |
| COALQUEST DEVELOPMENT LLC | |
| HAWTHORNE COAL COMPANY, INC. | |
| HUNTER RIDGE COAL COMPANY | |
| HUNTER RIDGE HOLDINGS, INC. | |
| HUNTER RIDGE, INC. | |
| ICG ADDCAR SYSTEMS, LLC | |
| ICG BECKLEY, LLC | |
| ICG EAST KENTUCKY, LLC | |
| ICG EASTERN, LLC | |
| ICG EASTERN LAND, LLC | |
| ICG HAZARD, LLC | |
| ICG HAZARD LAND, LLC | |
| ICG ILLINOIS, LLC | |
| ICG, INC. | |
| ICG KNOTT COUNTY, LLC | |
| ICG, LLC | |
| ICG NATURAL RESOURCES, LLC | |
| ICG TYGART VALLEY, LLC | |
| INTERNATIONAL COAL GROUP, INC. | |
| JULIANA MINING COMPANY, INC. | |
| KING KNOB COAL CO., INC. | |
| MARINE COAL SALES COMPANY | |
| MELROSE COAL COMPANY, INC. | |
| PATRIOT MINING COMPANY, INC. | |
| POWELL MOUNTAIN ENERGY, LLC | |
| SIMBA GROUP, INC. | |
| UPSHUR PROPERTY, INC. | |
| VINDEX ENERGY CORPORATION | |
| WHITE WOLF ENERGY, INC. | |
| WOLF RUN MINING COMPANY | |
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| By: | /s/ James E. Florczak |
| Name: | James E. Florczak |
| Title: | Vice President & Treasurer |
Second Amendment to PSA (Arch Coal)
S-3
CONSENT TO:
PNC BANK, National Association
By: | /s/ William P. Falcon |
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Name: | William P. Falcon | |
Title: | Vice President |
Second Amendment to PSA (Arch Coal)
S-4
Schedule I
Bronco Mining Company, Inc.
CoalQuest Development LLC
Hawthorne Coal Company, Inc.
Hunter Ridge Coal Company
Hunter Ridge Holdings, Inc.
Hunter Ridge, Inc.
ICG ADDCAR Systems, LLC
ICG Beckley, LLC
ICG East Kentucky, LLC
ICG Eastern, LLC
ICG Eastern Land, LLC
ICG Hazard, LLC
ICG Hazard Land, LLC
ICG Illinois, LLC
ICG, Inc.
ICG Knott County, LLC
ICG, LLC
ICG Natural Resources, LLC
ICG Tygart Valley, LLC
International Coal Group, Inc.
Juliana Mining Company, Inc.
King Knob Coal Co., Inc.
Marine Coal Sales Company
Melrose Coal Company, Inc.
Patriot Mining Company, Inc.
Powell Mountain Energy, LLC
Simba Group, Inc.
Upshur Property, Inc.
Vindex Energy Corporation
White Wolf Energy, Inc.
Wolf Run Mining Company
Second Amendment to PSA (Arch Coal)
Schedule I-1
Schedule II
Bronco Mining Company, Inc.
CoalQuest Development LLC
Hawthorne Coal Company, Inc.
Hunter Ridge Coal Company
Hunter Ridge Holdings, Inc.
Hunter Ridge, Inc.
ICG ADDCAR Systems, LLC
ICG Beckley, LLC
ICG East Kentucky, LLC
ICG Eastern, LLC
ICG Eastern Land, LLC
ICG Hazard, LLC
ICG Hazard Land, LLC
ICG Illinois, LLC
ICG, Inc.
ICG Knott County, LLC
ICG, LLC
ICG Natural Resources, LLC
ICG Tygart Valley, LLC
International Coal Group, Inc.
Juliana Mining Company, Inc.
King Knob Coal Co., Inc.
Marine Coal Sales Company
Melrose Coal Company, Inc.
Patriot Mining Company, Inc.
Powell Mountain Energy, LLC
Simba Group, Inc.
Upshur Property, Inc.
Vindex Energy Corporation
White Wolf Energy, Inc.
Wolf Run Mining Company
Address: | One CityPlace Drive, Suite 300 |
| St. Louis, Missouri 63141 |
Attention: James E. Florczak
Telephone ###-###-####
Facsimile: 314 ###-###-####
Second Amendment to PSA (Arch Coal)
Schedule II-1
Schedule III
Schedule I
LIST OF ORIGINATORS
Arch Coal Sales Company, Inc.
Arch Coal Terminal, Inc.
Arch Energy Resources, LLC
Arch Western Resources, LLC
Canyon Fuel Company, LLC
Coal-Mac, Inc.
Cumberland River Coal Company
Lone Mountain Processing, Inc.
Mingo Logan Coal Company
Mountain Coal Company, L.L.C.
Thunder Basin Coal Company, L.L.C.
Bronco Mining Company, Inc.
CoalQuest Development LLC
Hawthorne Coal Company, Inc.
Hunter Ridge Coal Company
Hunter Ridge Holdings, Inc.
Hunter Ridge, Inc.
ICG ADDCAR Systems, LLC
ICG Beckley, LLC
ICG East Kentucky, LLC
ICG Eastern, LLC
ICG Eastern Land, LLC
ICG Hazard, LLC
ICG Hazard Land, LLC
ICG Illinois, LLC
ICG, Inc.
ICG Knott County, LLC
ICG, LLC
ICG Natural Resources, LLC
ICG Tygart Valley, LLC
International Coal Group, Inc.
Juliana Mining Company, Inc.
King Knob Coal Co., Inc.
Marine Coal Sales Company
Melrose Coal Company, Inc.
Patriot Mining Company, Inc.
Powell Mountain Energy, LLC
Second Amendment to PSA (Arch Coal)
Schedule III-1
Simba Group, Inc.
Upshur Property, Inc.
Vindex Energy Corporation
White Wolf Energy, Inc.
Wolf Run Mining Company
Second Amendment to PSA (Arch Coal)
Schedule III-2
Schedule IV
Schedule II
LOCATION OF EACH ORIGINATOR
Originator |
| Location |
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Arch Coal Sales Company, Inc. |
| Delaware |
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Arch Coal Terminal, Inc. |
| Delaware |
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Arch Energy Resources, LLC |
| Delaware |
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Arch Western Resources, LLC |
| Delaware |
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Canyon Fuel Company, LLC |
| Delaware |
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Coal-Mac, Inc. |
| Kentucky |
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Cumberland River Coal Company |
| Delaware |
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Lone Mountain Processing, Inc. |
| Delaware |
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Mingo Logan Coal Company |
| Delaware |
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Mountain Coal Company, L.L.C. |
| Delaware |
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Thunder Basin Coal Company, L.L.C. |
| Delaware |
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Bronco Mining Company, Inc. |
| West Virginia |
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CoalQuest Development LLC |
| Delaware |
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Hawthorne Coal Company, Inc. |
| West Virginia |
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Hunter Ridge Coal Company |
| Delaware |
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Hunter Ridge Holdings, Inc. |
| Delaware |
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Hunter Ridge, Inc. |
| Delaware |
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ICG ADDCAR Systems, LLC |
| Delaware |
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ICG Beckley, LLC |
| Delaware |
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ICG East Kentucky, LLC |
| Delaware |
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ICG Eastern, LLC |
| Delaware |
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ICG Eastern Land, LLC |
| Delaware |
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ICG Hazard, LLC |
| Delaware |
Second Amendment to PSA (Arch Coal)
Schedule IV-1
ICG Hazard Land, LLC |
| Delaware |
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ICG Illinois, LLC |
| Delaware |
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ICG, Inc. |
| Delaware |
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ICG Knott County, LLC |
| Delaware |
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ICG, LLC |
| Delaware |
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ICG Natural Resources, LLC |
| Delaware |
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ICG Tygart Valley, LLC |
| Delaware |
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International Coal Group, Inc. |
| Delaware |
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Juliana Mining Company, Inc. |
| West Virginia |
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King Knob Coal Co., Inc. |
| West Virginia |
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Marine Coal Sales Company |
| Delaware |
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Melrose Coal Company, Inc. |
| West Virginia |
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Patriot Mining Company, Inc. |
| West Virginia |
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Powell Mountain Energy, LLC |
| Delaware |
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Simba Group, Inc. |
| Delaware |
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Upshur Property, Inc. |
| Delaware |
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Vindex Energy Corporation |
| West Virginia |
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White Wolf Energy, Inc. |
| Virginia |
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Wolf Run Mining Company |
| West Virginia |
Second Amendment to PSA (Arch Coal)
Schedule IV-2
Schedule V
Schedule IV
TRADE NAMES
Legal Name |
| Trade Names |
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Arch Coal Sales Company, Inc. |
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Arch Coal Terminal, Inc. |
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Arch Energy Resources, LLC |
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Arch Western Resources, LLC |
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Canyon Fuel Company, LLC |
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Coal-Mac, Inc. |
| Phoenix Coal-Mac Mining, Inc. |
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Cumberland River Coal Company |
| Arch of the North Fork |
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Lone Mountain Processing, Inc. |
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Mingo Logan Coal Company |
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Mountain Coal Company, L.L.C. |
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Thunder Basin Coal Company, L.L.C. |
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Bronco Mining Company, Inc. |
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CoalQuest Development LLC |
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Hawthorne Coal Company, Inc. |
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Hunter Ridge Coal Company |
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Hunter Ridge Holdings, Inc. |
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Hunter Ridge, Inc. |
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ICG ADDCAR Systems, LLC |
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ICG Beckley, LLC |
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ICG East Kentucky, LLC |
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ICG Eastern, LLC |
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ICG Eastern Land, LLC |
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ICG Hazard, LLC |
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Second Amendment to PSA (Arch Coal)
Schedule V-1
ICG Hazard Land, LLC |
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ICG Illinois, LLC |
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ICG, Inc. |
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ICG Knott County, LLC |
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ICG, LLC |
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ICG Natural Resources, LLC |
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ICG Tygart Valley, LLC |
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International Coal Group, Inc. |
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Juliana Mining Company, Inc. |
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King Knob Coal Co., Inc. |
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Marine Coal Sales Company |
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Melrose Coal Company, Inc. |
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Patriot Mining Company, Inc. |
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Powell Mountain Energy, LLC |
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Simba Group, Inc. |
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Upshur Property, Inc. |
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Vindex Energy Corporation |
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White Wolf Energy, Inc. |
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Wolf Run Mining Company |
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Second Amendment to PSA (Arch Coal)
Schedule V-2
Schedule VI
Schedule V
LOCATION OF MINING OPERATIONS
ORIGINATOR |
| MINEHEAD |
| STATE |
| COUNTY |
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Arch Coal Sales Company, Inc. |
| -N/A |
| West Virginia |
| Mingo |
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Arch Coal Terminal, Inc. |
| -N/A |
| Kentucky |
| Boyd |
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Arch Western Resources, LLC |
| -N/A |
| Wyoming |
| Campbell |
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Canyon Fuel Company, LLC |
| - Dugout - Skyline |
| Utah |
| Carbon |
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Canyon Fuel Company, LLC |
| -Sufco |
| Utah |
| Sevier |
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Coal-Mac, Inc. |
| -Holden -Ragland / Phoenix |
| West Virginia |
| Logan |
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Coal-Mac, Inc. |
| -Ragland / Phoenix |
| West Virginia |
| Mingo |
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Cumberland River Coal Company |
| -Cumberland River (aka Pardee) |
| Kentucky |
| Letcher |
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Cumberland River Coal Company |
| -Cumberland River (aka Pardee) |
| Virginia |
| Wise |
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Lone Mountain Processing, Inc. |
| -Lone Mountain |
| Kentucky |
| Harlan |
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Lone Mountain Processing, Inc. |
| -N/A |
| Virginia |
| Lee |
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Mingo Logan Coal Company |
| -Mountain Laurel |
| West Virginia |
| Logan |
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Mountain Coal Company, L.L.C. |
| - West Elk |
| Colorado |
| Gunnison |
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Second Amendment to PSA (Arch Coal)
Schedule VI-1
ORIGINATOR |
| MINEHEAD |
| STATE |
| COUNTY |
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Thunder Basin Coal Company, L.L.C. |
| - Black Thunder - Coal Creek |
| Wyoming |
| Campbell |
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Bronco Mining Company, Inc. |
| N/A |
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CoalQuest Development LLC |
| N/A |
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Hawthorne Coal Company, Inc. |
| N/A |
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Hunter Ridge Coal Company |
| N/A |
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Hunter Ridge Holdings, Inc. |
| N/A |
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Hunter Ridge, Inc. |
| N/A |
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ICG ADDCAR Systems, LLC |
| N/A |
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ICG Beckley, LLC |
| Beckley |
| West Virginia |
| Raleigh |
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ICG East Kentucky, LLC |
| East Kentucky |
| Kentucky |
| Pike |
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ICG Eastern, LLC |
| Eastern |
| West Virginia |
| Webster |
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ICG Eastern Land, LLC |
| N/A |
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ICG Hazard, LLC |
| Hazard Flint Ridge |
| Kentucky Kentucky |
| Breathitt Breathitt |
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ICG Hazard Land, LLC |
| N/A |
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ICG Illinois, LLC |
| Viper |
| Illinois |
| Sangamon |
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ICG, Inc. |
| N/A |
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ICG Knott County, LLC |
| Knott County Raven |
| Kentucky Kentucky |
| Knott Knott |
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ICG, LLC |
| N/A |
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ICG Natural Resources, LLC |
| N/A |
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ICG Tygart Valley, LLC |
| Tygart Valley |
| West Virginia |
| Taylor |
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International Coal Group, Inc. |
| N/A |
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Second Amendment to PSA (Arch Coal)
Schedule VI-2
ORIGINATOR |
| MINEHEAD |
| STATE |
| COUNTY |
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Juliana Mining Company, Inc. |
| N/A |
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King Knob Coal Co., Inc. |
| N/A |
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Marine Coal Sales Company |
| N/A |
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Melrose Coal Company, Inc. |
| N/A |
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Patriot Mining Company, Inc. |
| Patriot Mining |
| West Virginia |
| Monogalia |
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Powell Mountain Energy, LLC |
| Powell Mountain |
| Kentucky |
| Harlan |
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Simba Group, Inc. |
| N/A |
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Upshur Property, Inc. |
| N/A |
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Vindex Energy Corporation |
| Vindex Energy Vindex Energy Vindex Energy |
| Maryland Maryland West Virginia |
| Allegany Garrett Grant |
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White Wolf Energy, Inc. |
| N/A |
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Wolf Run Mining Company |
| Buckhannon Harrison Buckhannon Harrison Sentinel |
| West Virginia West Virginia West Virginia |
| Upshur Harrison Barbour |
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Second Amendment to PSA (Arch Coal)
Schedule VI-3