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Arch Resources, Inc. – ‘10-Q’ for 9/30/20 – ‘EX-10.12’

On:  Friday, 10/23/20, at 4:45pm ET   ·   For:  9/30/20   ·   Accession #:  1558370-20-11693   ·   File #:  1-13105

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

10/23/20  Arch Resources, Inc.              10-Q        9/30/20  100:13M                                    Toppan Merrill Bridge/FA

Quarterly Report   —   Form 10-Q
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q        Quarterly Report                                    HTML   1.69M 
 4: EX-10.12    Material Contract                                   HTML     44K 
 2: EX-10.6     Material Contract                                   HTML     47K 
 3: EX-10.7     Material Contract                                   HTML    120K 
 9: EX-95       Mine-Safety Disclosure                              HTML     78K 
 5: EX-31.1     Certification -- §302 - SOA'02                      HTML     32K 
 6: EX-31.2     Certification -- §302 - SOA'02                      HTML     32K 
 7: EX-32.1     Certification -- §906 - SOA'02                      HTML     28K 
 8: EX-32.2     Certification -- §906 - SOA'02                      HTML     28K 
16: R1          Cover Page                                          HTML     81K 
17: R2          Condensed Consolidated Income Statements            HTML    131K 
18: R3          Condensed Consolidated Statements of Comprehensive  HTML     65K 
                Income (Loss)                                                    
19: R4          Condensed Consolidated Balance Sheets               HTML    120K 
20: R5          Condensed Consolidated Balance Sheets               HTML     37K 
                (Parenthetical)                                                  
21: R6          Condensed Consolidated Statements of Cash Flows     HTML    126K 
22: R7          Condensed Consolidated Statements of Stockholders'  HTML     74K 
                Equity (Deficit)                                                 
23: R8          Condensed Consolidated Statements of Stockholders'  HTML     31K 
                Equity (Deficit) (Parenthetical)                                 
24: R9          Basis of Presentation                               HTML     30K 
25: R10         Accounting Policies                                 HTML     33K 
26: R11         Joint Venture with Peabody Energy                   HTML     31K 
27: R12         Gain on Property Insurance Recovery Related to      HTML     29K 
                Mountain Laurel Longwall                                         
28: R13         Severance Costs Related To Voluntary Separation     HTML     29K 
                Plan                                                             
29: R14         Divestitures                                        HTML     29K 
30: R15         Preference Rights Lease Application Settlement      HTML     30K 
                Income                                                           
31: R16         Asset Impairment                                    HTML     40K 
32: R17         Accumulated Other Comprehensive Income (Loss)       HTML    128K 
33: R18         Inventories                                         HTML     40K 
34: R19         Investments in Available-for-Sale Securities        HTML    106K 
35: R20         Derivatives                                         HTML    204K 
36: R21         Accrued Expenses and Other Current Liabilities      HTML     46K 
37: R22         Debt and Financing Arrangements                     HTML     83K 
38: R23         Income Taxes                                        HTML     63K 
39: R24         Fair Value Measurements                             HTML     79K 
40: R25         Earnings per Common Share                           HTML     49K 
41: R26         Workers Compensation Expense                        HTML     62K 
42: R27         Employee Benefit Plans                              HTML     79K 
43: R28         Commitments and Contingencies                       HTML     30K 
44: R29         Segment Information                                 HTML    214K 
45: R30         Revenue Recognition                                 HTML    142K 
46: R31         Leases                                              HTML    100K 
47: R32         Basis of Presentation (Policies)                    HTML     37K 
48: R33         Asset Impairment (Tables)                           HTML     37K 
49: R34         Accumulated Other Comprehensive Income (Loss)       HTML    129K 
                (Tables)                                                         
50: R35         Inventories (Tables)                                HTML     40K 
51: R36         Investments in Available-for-Sale Securities        HTML    103K 
                (Tables)                                                         
52: R37         Derivatives (Tables)                                HTML    202K 
53: R38         Accrued Expenses and Other Current Liabilities      HTML     45K 
                (Tables)                                                         
54: R39         Debt and Financing Arrangements (Tables)            HTML     64K 
55: R40         Income Taxes (Tables)                               HTML     60K 
56: R41         Fair Value Measurements (Tables)                    HTML     75K 
57: R42         Earnings per Common Share (Tables)                  HTML     46K 
58: R43         Workers Compensation Expense (Tables)               HTML     60K 
59: R44         Employee Benefit Plans (Tables)                     HTML     76K 
60: R45         Segment Information (Tables)                        HTML    210K 
61: R46         Revenue Recognition (Tables)                        HTML    137K 
62: R47         Leases (Tables)                                     HTML    100K 
63: R48         Joint Venture with Peabody Energy (Details)         HTML     35K 
64: R49         Gain on Property Insurance Recovery Related to      HTML     35K 
                Mountain Laurel Longwall (Details)                               
65: R50         Severance Costs Related To Voluntary Separation     HTML     33K 
                Plan (Details)                                                   
66: R51         Divestitures (Details)                              HTML     47K 
67: R52         Preference Rights Lease Application Settlement      HTML     48K 
                Income (Details)                                                 
68: R53         Asset Impairment (Details)                          HTML     45K 
69: R54         Accumulated Other Comprehensive Income (Schedule    HTML     49K 
                of Accumulated Other Comprehensive Income (Loss))                
                (Details)                                                        
70: R55         Accumulated Other Comprehensive Income (Schedule    HTML     69K 
                of Reclassifications) (Details)                                  
71: R56         Inventories (Details)                               HTML     35K 
72: R57         Investments in Available-for-Sale Securities        HTML     45K 
                (Schedule of Investments) (Details)                              
73: R58         Investments in Available-for-Sale Securities        HTML     32K 
                (Narrative) (Details)                                            
74: R59         Derivatives (Narrative) (Details)                   HTML     53K 
75: R60         Derivatives (Schedule of Price Risk Derivatives)    HTML     36K 
                (Details)                                                        
76: R61         Derivatives (Disclosure Of Fair Value Of            HTML     60K 
                Derivatives) (Details)                                           
77: R62         Derivatives (Net Derivatives As Reflected On The    HTML     34K 
                Balance Sheets) (Details)                                        
78: R63         Derivatives (Effects Of Derivatives On Measures Of  HTML     66K 
                Financial Performance) (Details)                                 
79: R64         Accrued Expenses and Other Current Liabilities      HTML     44K 
                (Details)                                                        
80: R65         Debt and Financing Arrangements (Long term Debt)    HTML     48K 
                (Details)                                                        
81: R66         Debt and Financing Arrangements (Narrative)         HTML    144K 
                (Details)                                                        
82: R67         Debt and Financing Arrangements (Interest rate      HTML     34K 
                derivatives) (Details)                                           
83: R68         Income Taxes (Details)                              HTML     53K 
84: R69         Fair Value Measurements (Summary Of Financial       HTML     47K 
                Assets And Liabilities Accounted For At Fair                     
                Value) (Details)                                                 
85: R70         Fair Value Measurements (Summary Of Change In The   HTML     36K 
                Fair Values Of Financial Instruments Categorized                 
                As Level 3) (Details)                                            
86: R71         Fair Value Measurements (Narrative) (Details)       HTML     33K 
87: R72         Earnings per Common Share (Details)                 HTML     43K 
88: R73         Workers Compensation Expense (Details)              HTML     54K 
89: R74         Employee Benefit Plans (Details)                    HTML     53K 
90: R75         Segment Information (Schedule Of Operating Segment  HTML     68K 
                Results) (Details)                                               
91: R76         Segment Information (Reconciliation Segment Income  HTML     68K 
                To Consolidated Income Before Income Taxes)                      
                (Details)                                                        
92: R77         Revenue Recognition (Disaggregation of Revenue)     HTML     57K 
                (Details)                                                        
93: R78         Revenue Recognition (Narrative) (Details)           HTML     34K 
94: R79         Leases (Narrative) (Details)                        HTML     38K 
95: R80         Leases (Information Related to Leases) (Details)    HTML     44K 
96: R81         Leases (Future Minimum Lease Payments) (Details)    HTML     86K 
98: XML         IDEA XML File -- Filing Summary                      XML    184K 
15: XML         XBRL Instance -- arch-20200930x10q_htm               XML   3.58M 
97: EXCEL       IDEA Workbook of Financial Reports                  XLSX    113K 
11: EX-101.CAL  XBRL Calculations -- arch-20200930_cal               XML    255K 
12: EX-101.DEF  XBRL Definitions -- arch-20200930_def                XML    611K 
13: EX-101.LAB  XBRL Labels -- arch-20200930_lab                     XML   1.48M 
14: EX-101.PRE  XBRL Presentations -- arch-20200930_pre              XML   1.03M 
10: EX-101.SCH  XBRL Schema -- arch-20200930                         XSD    191K 
99: JSON        XBRL Instance as JSON Data -- MetaLinks              438±   637K 
100: ZIP         XBRL Zipped Folder -- 0001558370-20-011693-xbrl      Zip    364K

‘EX-10.12’   —   Material Contract

This Exhibit is an HTML Document rendered as filed.  [ Alternative Formats ]

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EXHIBIT 10.12

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FOURTH AMENDMENT TO THIRD AMENDED AND RESTATED

RECEIVABLES PURCHASE AGREEMENT

THIS FOURTH AMENDMENT TO THIRD AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT (this “Amendment”), dated as of September 30, 2020, is entered into among ARCH RECEIVABLE COMPANY, LLC (the “Seller”), ARCH COAL SALES COMPANY, INC. (the “Servicer”), the various financial institutions party to the Agreement (as defined below) as Conduit Purchasers (the “Conduit Purchasers”), as Related Committed Purchasers (the “Related Committed Purchasers”), as LC Participants (the “LC Participants”), and as Purchaser Agents (the “Purchaser Agents”), and PNC BANK, NATIONAL ASSOCIATION (“PNC”), as Administrator (the “Administrator”) and as LC Bank (the “LC Bank”; together with the Conduit Purchasers, the Related Committed Purchasers and the LC Participants, the “Purchasers”).

RECITALS

1.The parties hereto are parties to the Third Amended and Restated Receivables Purchase Agreement, dated as of October 5, 2016 (as amended, restated, supplemented or otherwise modified through the date hereof, the “Agreement”).
2.Concurrently herewith, the Seller, the Servicer, ACI, the Administrator, PNC Capital Markets LLC and PNC are entering into that certain Twelfth Amended and Restated Purchaser Group Fee Letter (the “PNC Fee Letter”), dated as of the date hereof.
3.Concurrently herewith, the Seller, the Servicer, ACI and Regions are entering into that certain Fifth Amended and Restated Purchaser Group Fee Letter (the “Regions Fee Letter”; together with the PNC Fee Letter, collectively, the “Fee Letters”), dated as of the date hereof.
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.Amendment to the Agreement.  The Agreement is hereby amended to incorporate the changes shown on the marked pages of the Agreement attached hereto as Exhibit A.
SECTION 3.Representations and Warranties.  Each of the Seller and the Servicer hereby represents and warrants to the Administrator, the Purchaser Agents and the Purchasers as follows:
(a)Representations and Warranties.  The representations and warranties made by such Person in the Agreement and each of the other Transaction Documents are true and correct

738194802 15494375

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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 organizational powers and have been duly authorized by all necessary action on its part.  This Amendment and the Agreement, as amended hereby, are such Person’s 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 Termination Event or Unmatured Termination Event exists or shall exist.
SECTION 4.Effect of Amendment; Ratification.  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 “the Receivables Purchase Agreement”, “this Agreement”, “hereof”, “herein” or words of similar effect, in each case 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 specifically set forth herein.  The Agreement, as amended by this Amendment, is hereby ratified and confirmed in all respects.
SECTION 5.Effectiveness.  This Amendment shall become effective as of the date hereof, upon (I) receipt by the Administrator of duly executed counterparts of each of (a) this Amendment, (b) the PNC Fee Letter and (c) the Regions Fee Letter and (II) payment by Seller of all fees payable on the date hereof under (and in accordance with) the Fee Letters.
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.
SECTION 7.Governing Law.  This Amendment shall be governed by, and construed in accordance with, the internal laws of the State of New York (including for such purposes Sections 5-1401 and 5-1402 of the General Obligations Law 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.
SECTION 9.Successors and Assigns.  This Amendment shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns.

738194802 15494375

2

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SECTION 10.Ratification.  After giving effect to this Amendment and the transactions contemplated by this Amendment, all of the provisions of the Performance Guaranty shall remain in full force and effect and the Performance Guarantor hereby ratifies and affirms the Performance Guaranty and acknowledges that the Performance Guaranty has continued and shall continue in full force and effect in accordance with its terms.
SECTION 11.Transaction Document.  For the avoidance of doubt, each party hereto agrees that this Amendment constitutes a Transaction Document.
SECTION 12.Severability.  Each provision of this Amendment shall be severable from every other provision of this Amendment for the purpose of determining the legal enforceability of any provision hereof, and the unenforceability of one or more provisions of this Amendment in one jurisdiction shall not have the effect of rendering such provision or provisions unenforceable in any other jurisdiction.

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[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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738194802 15494375

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IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first written above.

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ARCH RECEIVABLE COMPANY, LLC,
as Seller

​

​

By:/s/ John T. Drexler
Name:John T. Drexler

Title:President

​

​

ARCH COAL SALES COMPANY, INC.,
as Servicer

​

​

By:/s/ John T. Drexler
Name:John T. Drexler

Title:Vice President and Treasurer

​

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ARCH RESOURCES, INC.,
as Performance Guarantor

​

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By:/s/ John T. Drexler
Name:John T. Drexler

Title: Senior Vice President and Chief Operating Officer

​

​

738194802 15494375

S-1

Fourth Amendment to Third A&R RPA

(Arch Coal)

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PNC BANK, NATIONAL ASSOCIATION,

as Administrator

​

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By: /s/ Michael Brown
Name:Michael Brown

Title:Senior Vice President

​

​

​

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PNC BANK, NATIONAL ASSOCIATION,

as a Purchaser Agent

​

​

By: /s/ Michael Brown
Name:Michael Brown

Title:Senior Vice President

​

​

​

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PNC BANK, NATIONAL ASSOCIATION,

as the LC Bank and as an LC Participant

​

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By: /s/ Michael Brown
Name:Michael Brown

Title:Senior Vice President

​

​
​​

PNC BANK, NATIONAL ASSOCIATION,

as a Related Committed Purchaser

​

​

By: /s/ Michael Brown
Name:Michael Brown

Title:Senior Vice President

​

​

738194802 15494375

S-2

Fourth Amendment to Third A&R RPA

(Arch Coal)

​

​

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REGIONS BANK,
as a Purchaser Agent


By: /s/ Mark A. Kassis
Name: Mark A. Kassis
Title: Managing Director

​

REGIONS BANK,
as a Related Committed Purchaser


By: /s/ Mark A. Kassis
Name: Mark A. Kassis
Title: Managing Director

​

​
REGIONS BANK,
as an LC Participant


By: /s/ Mark A. Kassis
Name: Mark A. Kassis
Title: Managing Director
​

​
​​

738194802 15494375

S-3

Fourth Amendment to Third A&R RPA

(Arch Coal)

​

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[EXHIBIT A]

738194802 15494375

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-Q’ Filing    Date    Other Filings
Filed on:10/23/20
For Period end:9/30/20
10/5/1615-12B,  3,  4,  8-K,  CERTNYS
 List all Filings 

14 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 4/25/24  Arch Resources, Inc.              10-Q        3/31/24   82:8.4M                                   Toppan Merrill Bridge/FA
 2/15/24  Arch Resources, Inc.              10-K       12/31/23  140:28M                                    Toppan Merrill Bridge/FA
10/26/23  Arch Resources, Inc.              10-Q        9/30/23   91:12M                                    Toppan Merrill Bridge/FA
 7/27/23  Arch Resources, Inc.              10-Q        6/30/23   89:11M                                    Toppan Merrill Bridge/FA
 4/27/23  Arch Resources, Inc.              10-Q        3/31/23   89:9.6M                                   Toppan Merrill Bridge/FA
 2/16/23  Arch Resources, Inc.              10-K       12/31/22  141:21M                                    Toppan Merrill Bridge/FA
10/27/22  Arch Resources, Inc.              10-Q        9/30/22   92:16M                                    Toppan Merrill Bridge/FA
 7/28/22  Arch Resources, Inc.              10-Q        6/30/22   89:11M                                    Toppan Merrill Bridge/FA
 4/26/22  Arch Resources, Inc.              10-Q        3/31/22   90:9.6M                                   Toppan Merrill Bridge/FA
 2/16/22  Arch Resources, Inc.              10-K       12/31/21  147:37M                                    Toppan Merrill Bridge/FA
10/26/21  Arch Resources, Inc.              10-Q        9/30/21   95:12M                                    Toppan Merrill Bridge/FA
 7/27/21  Arch Resources, Inc.              10-Q        6/30/21   94:12M                                    Toppan Merrill Bridge/FA
 4/22/21  Arch Resources, Inc.              10-Q        3/31/21   91:9.9M                                   Toppan Merrill Bridge/FA
 2/12/21  Arch Resources, Inc.              10-K       12/31/20  142:20M                                    Toppan Merrill Bridge/FA

24 Previous Filings that this Filing References

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/11/20  Arch Resources, Inc.              10-K       12/31/19  141:18M                                    Workiva Inc Wde… FA01/FA
 7/24/19  Arch Resources, Inc.              10-Q        6/30/19   90:10M                                    Workiva Inc Wde… FA01/FA
 6/19/19  Arch Resources, Inc.              8-K/A:1,7,9 6/18/19    2:1.4M                                   Toppan Merrill/FA
 2/14/19  Arch Resources, Inc.              10-K       12/31/18  143:19M                                    Workiva Inc Wde… FA01/FA
10/23/18  Arch Resources, Inc.              10-Q        9/30/18   89:10M                                    Workiva Inc Wde… FA01/FA
 4/03/18  Arch Resources, Inc.              8-K:1,7,9   4/03/18    3:174K                                   Toppan Merrill/FA
12/11/17  Arch Resources, Inc.              8-K:1,9    12/08/17    3:121K                                   Toppan Merrill/FA
10/31/17  Arch Resources, Inc.              10-Q        9/30/17   87:9.4M                                   Workiva Inc Wde… FA01/FA
 9/25/17  Arch Resources, Inc.              8-K:1,7,9   9/25/17    3:170K                                   Toppan Merrill/FA
 9/19/17  Arch Resources, Inc.              8-K:1,9     9/13/17    3:133K                                   Toppan Merrill/FA
 5/02/17  Arch Resources, Inc.              8-K:1,2,8,9 4/27/17    6:3.2M                                   Toppan Merrill/FA
 3/08/17  Arch Resources, Inc.              8-K:1,2,7,9 3/07/17    4:1M                                     Toppan Merrill/FA
11/30/16  Arch Resources, Inc.              8-K:5,9    11/23/16    3:126K                                   Davis Polk & … LLP 01/FA
11/21/16  Arch Resources, Inc.              8-K:1,9    11/17/16    2:183K                                   Toppan Merrill/FA
11/01/16  Arch Resources, Inc.              S-8        11/01/16    4:257K                                   Davis Polk & … LLP 01/FA
10/11/16  Arch Resources, Inc.              8-K:1,2,3,510/05/16   10:4.5M                                   Toppan Merrill/FA
10/04/16  Arch Resources, Inc.              8-A12B                 3:288K                                   Toppan Merrill/FA
 9/15/16  Arch Resources, Inc.              8-K:1,8,9   9/13/16    4:1.1M                                   Toppan Merrill/FA
 2/27/15  Arch Resources, Inc.              10-K       12/31/14  146:31M                                    Toppan Merrill-FA
 2/29/12  Arch Resources, Inc.              10-K       12/31/11  148:24M                                    Toppan Merrill-FA
12/12/08  Arch Resources, Inc.              8-K:5,9    12/05/08    5:208K                                   Bowne Boc/FA
 3/11/05  Arch Resources, Inc.              10-K       12/31/04   13:1.4M                                   Bowne Boc/FA
 2/10/05  Arch Resources, Inc.              8-K:1,9     2/08/05    2:43K                                    Bowne Boc/FA
 3/02/99  Arch Resources, Inc.              10-K405    12/31/98   24:443K                                   Bowne - Bde
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