Sales Agency Agreement 4/4/97

Exhibit 10.2


SALES AGENCY AGREEMENT


AGREEMENT, executed as of April 4, 1997, among ARCH MINERAL CORPORATION, a Delaware corporation ("Arch Mineral"), ASHLAND COAL, INC., a Delaware corporation ("ACI") and CARBOEX S.A. (formerly known as SOCIEDAD ESPANOLA DE CARBON EXTERIOR. S.A.), a company organized under the laws of Spain ("Carboex");


RECITALS. ACI and Carboex are parties to that certain Sales Agency
-------- Agreement (the "1982 Agency Agreement") dated as of February 27, 1982, a copy of which is attached hereto as Exhibit A. ACI and Arch Mineral are parties to an Agreement and Plan of Merger (the "Merger Agreement") dated as of April 4, 1997, among ACI, Arch Mineral and AMC Merger Corporation providing for a business combination of ACI and AMC and the conversion of Carboex International Ltd.'s ("CIL") Class C Preferred Stock of ACI to shares of Arch Mineral common stock as of the Effective Time (as that term is defined in the Merger Agreement). CIL is a wholly owned subsidiary of Carboex. In light of the transactions contemplated in the Merger Agreement, ACI and Carboex wish to terminate the 1982 Agency Agreement as of the Effective Time, and ACI is entering into this Agreement for that purpose, and subject to and conditioned upon the consummation of the transactions contemplated by the Merger Agreement, Arch Mineral and Carboex wish to enter into this Sales Agency Agreement effective as of the Effective Time.


AGREEMENT. In consideration of the mutual agreements contained herein, the
--------- parties hereto agree as follows:


1. As used in this Agreement, "Customer" shall mean a company or any subsidiaries and affiliates thereof, other than Carboex and its subsidiaries and affiliates, which (i) consumes coal in Spain and/or Morocco, (ii) is owned principally by Spanish and/or Moroccan interests, or (iii) is part of a business enterprise whose controlling management is headquartered in Spain or Morocco.


2. Subject to and without limiting the terms of that certain Coal Sales Agency Agreement dated as of April 4, 1997, among Arch Mineral, Carboex and Saarbergwerke AG ("Saarberg") in respect of sales of metallurgical coal in (among other countries) Morocco (the "Met Coal Agreement"), Arch Mineral hereby appoints Carboex as the exclusive agent of Arch Mineral for the purpose of selling, on behalf of Arch Mineral or its subsidiaries, coal to Customers for consumption in Spain and/or Morocco, as the case may be.


3. Arch Mineral shall pay to Carboex, as compensation for the services of Carboex under this Agreement, a commission (determined as specified in paragraph 4 of this Agreement) upon


each ton of coal which is sold by Arch Mineral or its subsidiary to a Customer for consumption in Spain and/or Morocco, and which is delivered and paid for. No commission shall be paid upon any coal not delivered and paid for, irrespective of the reason for such non-delivery or non-payment. Carboex shall not be entitled to payment for any expenses incurred in con ...