Amendment Of Sales Agency Agreement 4/4/97

Exhibit 10.3
ASSIGNMENT, ASSUMPTION AND AMENDMENT
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OF
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COAL SALES AGENCY AGREEMENT
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THIS AGREEMENT is executed this 4th day of April, 1997, by and among ARCH MINERAL CORPORATION, a Delaware corporation ("Arch Mineral"); ASHLAND COAL, INC., a Delaware, corporation ("ACI"); and SAARBERGWERKE AG ("SAG") and CARBOEX INTERNATIONAL, LTD. ("CBX"), companies organized under the laws of the Federal Republic of Germany and the Bahamas, respectively (hereinafter SAG and CBX are together referred to as "Sales Agent").


WITNESSETH:


WHEREAS, ACI and Sales Agent are parties to that certain Coal Sales Agency Agreement dated as of December 12, 1991 as amended by an Amendment No. 1 to Coal Sales Agency Agreement dated January 26, 1993, and a letter agreement dated March 27, 1995, attached hereto as Exhibit A (the "Coal Sales Agency Agreement"); and


WHEREAS, ACI and Arch Mineral are parties to that certain Agreement and Plan of Merger (the "Merger Agreement") dated as of April 4, 1997, among Arch Mineral, ACI, and AMC Merger Corporation, which Merger Agreement provides for a business combination of ACI and Arch Mineral, the changing of the name of Arch Mineral to Arch Coal, Inc. ("Arch Coal") and the conversion of outstanding ACI capital stock to Arch Mineral capital stock as of the Effective Time (as that term is defined in the Merger Agreement); and


WHEREAS, in light of the transactions contemplated by the Merger Agreement, ACI desires to assign and Sales Agent desires ACI


to assign, all ACI's interest under the Coal Sales Agency Agreement to Arch Mineral and ACI is entering into this Agreement solely for that purpose; and


WHEREAS, contingent upon the consummation of the transactions contemplated by the Merger Agreement and beginning at the Effective Time, Arch Mineral desires to utilize exclusively the marketing and technical services of Sales Agent to develop and promote the long-term sale of high vol coking coal and PCI product produced from coal reserves presently and in the future controlled by Arch Mineral and its subsidiaries (the "Products") for use in the steel making process in those countries listed on Schedule 1 attached hereto (the "Area of Responsibility"; and each country therein, an "Area Country") by accepting ACI's assignment and assuming all of ACI's obligations under the Coal Sales Agency Agreement, in each case as of the Effective Time; and


WHEREAS, Sales Agent desires to evidence its consent to such assignment and assumption; and


WHEREAS, concurrently with the effectiveness of the assignment and assumption, Sales Agent and Arch Mineral wish to amend the Coal Sales Agency Agreement as herein provided; and


WHEREAS, for convenience Arch Mineral is hereinafter referred to as Arch Coal.


NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained and the mutual benefit to be derived therefrom, the parties agree as follows:


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1. Assignment.
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ACI assigns to Arch Coal all of ACI's right, title and interest in and to the Coal Sales Agency Agreement and delegates to Arch Coal all of ACI's duties and obligations thereunder, in each case effective as of the Effective Time, and thereupon ACI shall be released from any liability to Sales Agent arising out of the performance or non-performance of the Coal Sales Agency Agreement at or after the Effective Time, provided, however, that ACI's assignment and Arch
-------- ------- Coal's assumption shall not operate as an assignment and assumption of, or otherwise affect, any sales contract or commitment entered into by ACI prior, on, or after the Effective Time, or its rights to payment with respect thereto.


2. Assumption.
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Arch Coal hereby accepts assignment from ACI of such right, title and interest in ...