Item 1.01 Entry Into a Material Definitive Agreement.
On August 27, 2009, Arch Coal, Inc., a Delaware corporation (the "Company"),
entered into an amendment (the "Credit Amendment") to its credit agreement,
dated December 22, 2004 (as amended, the "Credit Agreement") with the banks
named in the Credit Agreement and PNC Bank, National Association, as
administrative agent for the banks party thereto.
The purpose of the Credit Amendment was to extend the maturity of a portion
of the commitments under the credit facility from June 23, 2011 to March 31,
2013 and to revise the maximum leverage ratio, as determined in accordance with
the Credit Agreement. As a result of the Credit Amendment, commitments under the
Credit Agreement will be $860.0 million until June 23, 2011, at which time the
commitments will decrease to $762.5 million. As amended, the Credit Agreement
provides a method by which new banks may join the credit facility after June 23,
2011, subject to an aggregate maximum amount for all banks of $800.0 million.
Under the Credit Amendment, the Company has agreed to pay a utilization fee and
an unused fee for those banks who agree to extend the maturity of their
commitments.
As of August 27, 2009, the Company had no borrowings outstanding under the
Credit Agreement.
Some of the banks under the Credit Agreement and/or their affiliates have or
may have had various relationships with the Company and its subsidiaries
involving the provision of a variety of financial services, including investment
banking, underwriting and commercial banking services, including issuances of
letters of credit, for which the financial institutions and/or affiliates
receive customary fees, and, in some cases, out-of-pocket expenses.
The Company described the material terms of the Credit Agreement in Item 1.01
of its Current Report on Form 8-K filed on December 28, 2004, in Item 1.01 of
its Current Report on Form 8-K filed on June 27, 2006, in Item 1.01 of its
Current Report on Form 8-K filed on October 6, 2009 and in Item 1.01 of its
Current Report on Form 8-K filed on March 12, 2009, and incorporates those
descriptions herein by this reference, appropriately modified as set forth
above.
A copy of the Credit Amendment is filed as Exhibit 10.1 to this Form 8-K and
is incorporated in this Item 1.01 by reference. The description of the Credit
Amendment set forth in this Item 1.01 is not complete and is qualified in its
entirety by reference to the full text of the Credit Amendment set forth on
Exhibit 10.1, and readers are encouraged to review the Credit Amendment in its
entirety.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
Information concerning the amounts for which the Company has become obligated
under the Credit Agreement, as amended by the Credit Amendment, set forth above
under Item 1.01 is hereby incorporated by reference into this Item 2.03.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following exhibit is attached hereto and filed herewith.
Exhibit
No. Description
10.1 Fourth Amendment to Credit Agreement, dated as of August 27, 2009, by
and among Arch Coal, Inc., the banks party thereto, Citicorp USA, Inc.,
JPMorgan Chase Bank, N.A. and Wachovia Bank, National Association, each
in its capacity as syndication agent, Bank of America, N.A. (as
successor-by-merger to Fleet National Bank), as documentation agent, and
PNC Bank, National Association, as administrative agent for the banks.
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: August 28, 2009 Arch Coal, Inc.
By: /s/ Robert G. Jones
Robert G. Jones
Senior Vice President-Law, General Counsel and Secretary