exv10w2



 





Exhibit 10.2




SECOND AMENDMENT TO AMENDED AND RESTATED

RECEIVABLES PURCHASE AGREEMENT




     THIS SECOND AMENDMENT TO AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT (this
“Amendment”), dated as of May 15, 2007, is entered into among P&L RECEIVABLES COMPANY, LLC,
(the “Seller”), PEABODY ENERGY CORPORATION, (the “Servicer”), the various
Sub-Servicers listed on the signature pages hereto (the “Sub-Servicers”), Market Street
Funding LLC (as successor to Market Street Funding Corporation, the “Issuer”), the
financial institutions party to the Agreement (as defined below) as LC Participants (the “LC
Participants”), and PNC BANK, NATIONAL ASSOCIATION, as Administrator (the
“Administrator”) and as LC Bank (the “LC Bank”).



RECITALS




     1. The parties hereto are parties to the Amended and Restated Receivables Purchase Agreement,
dated as of September 30, 2005 (as amended, amended and restated, supplemented or otherwise
modified through the date hereof, the “Agreement”); and



     2. 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.



     (a) Clause (a) of the definition of “Defaulted Receivable” set forth in Exhibit
I to the Agreement is hereby amended and restated in its entirety as follows:




(a) as to which any payment, or part thereof, remains unpaid for more than
60 days from the due date for such payment (which shall be determined
without regard to any credit memos or credit balances available to the
Obligor); provided, that, any Receivable the related Obligor
of which is TVA that would otherwise have become a Defaulted Receivable
pursuant to this clause (a) during the calendar month of March 2007
shall not be deemed a Defaulted Receivable, or



     (b) The definition of “Purchase Limit” set forth in Exhibit I to the Agreement is
hereby amended by deleting the amount “$225,000,000” therein and substituting the amount
“$275,000,000” therefor.



     (c) The percentage set forth in clause (g)(ii)(C) of Exhibit V to the
Agreement is hereby amended by deleting the percentage “1.50%” therein and substituting the
percentage “2.50%” therefor.



 









 





     (d) The “Commitment” amount set forth below the LC Bank/LC Participant’s signature to the
Agreement is hereby amended to be the amount set forth below the LC Bank/LC Participant’s signature
hereto.



     SECTION 3. Representations and Warranties. Each of the Seller, Servicer and the
Sub-Servicers hereby represents and warrants to the Administrator and the Purchasers 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
corporate 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 its 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. 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:



     (a) counterparts of this Amendment (whether by facsimile or otherwise) executed by each of the
other parties hereto;



     (b) counterparts of that certain amended and restated fee letter, dated as of the date hereof,
executed by the Administrator, the Issuer, the Seller and the Servicer and evidence that the full
amount of the “Amendment Fee” referred to therein has been received by the party entitled thereto;
and



     (c) such other documents and instruments as the Administrator may reasonably request.



     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.



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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 Illinois.



     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 executed this Amendment as of the date first written
above.



	 	 	 	 	 
	 	 	P&L RECEIVABLES COMPANY, LLC, as Seller
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Walter L. Hawkins, Jr.
	 

	 	 	 	 
	 

	 	Name:
	 	Walter L. Hawkins, Jr.
	 

	 	Title:
	 	 Treasurer and Vice President
	 
	 	 	 	 
	 	 	PEABODY ENERGY CORPORATION, as Servicer
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Walter L. Hawkins, Jr.
	 

	 	 	 	 
	 

	 	Name:
	 	Walter L. Hawkins, Jr.
	 

	 	Title:
	 	 Treasurer and Vice President






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	 	 	ARCLAR COMPANY, LLC,

as Sub-Servicer
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Walter L. Hawkins, Jr.
	 

	 	 	 	 
	 

	 	Name:
	 	Walter L. Hawkins, Jr.
	 

	 	Title:
	 	Treasurer and Vice President
	 
	 	 	 	 
	 	 	BLACK BEAUTY COAL COMPANY, LLC

as Sub-Servicer
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Walter L. Hawkins, Jr.
	 

	 	 	 	 
	 

	 	Name:
	 	Walter L. Hawkins, Jr.
	 

	 	Title:
	 	Treasurer and Vice President
	 
	 	 	 	 
	 	 	CABALLO COAL COMPANY,

as Sub-Servicer
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Walter L. Hawkins, Jr.
	 

	 	 	 	 
	 

	 	Name:
	 	Walter L. Hawkins, Jr.
	 

	 	Title:
	 	Treasurer and Vice President






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	 	 	COALSALES, LLC,

as Sub-Servicer
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Walter L. Hawkins, Jr.
	 

	 	 	 	 
	 

	 	Name:
	 	Walter L. Hawkins, Jr.
	 

	 	Title:
	 	Treasurer and Vice President
	 
	 	 	 	 
	 	 	COALSALES II, LLC,

as Sub-Servicer
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Walter L. Hawkins, Jr.
	 

	 	 	 	 
	 

	 	Name:
	 	Walter L. Hawkins, Jr.
	 

	 	Title:
	 	Treasurer and Vice President
	 
	 	 	 	 
	 	 	COALTRADE, LLC,

as Sub-Servicer
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Walter L. Hawkins, Jr.
	 

	 	 	 	 
	 

	 	Name:
	 	Walter L. Hawkins, Jr.
	 

	 	Title:
	 	Treasurer and Vice President
	 
	 	 	 	 
	 	 	COALTRADE INTERNATIONAL, LLC,

as Sub-Servicer
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Walter L. Hawkins, Jr.
	 

	 	 	 	 
	 

	 	Name:
	 	Walter L. Hawkins, Jr.
	 

	 	Title:
	 	Treasurer and Vice President






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	 	 	PEABODY HOLDING COMPANY, LLC,

as Sub-Servicer
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Walter L. Hawkins, Jr.
	 

	 	 	 	 
	 

	 	Name:
	 	Walter L. Hawkins, Jr.
	 

	 	Title:
	 	Treasurer and Vice President
	 
	 	 	 	 
	 	 	PEABODY WESTERN COAL COMPANY,

as Sub-Servicer
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Walter L. Hawkins, Jr.
	 

	 	 	 	 
	 

	 	Name:
	 	Walter L. Hawkins, Jr.
	 

	 	Title:
	 	Treasurer and Vice President
	 
	 	 	 	 
	 	 	POWDER RIVER COAL, LLC

as Sub-Servicer
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Walter L. Hawkins, Jr.
	 

	 	 	 	 
	 

	 	Name:
	 	Walter L. Hawkins, Jr.
	 

	 	Title:
	 	Treasurer and Vice President
	 
	 	 	 	 
	 	 	TWENTYMILE COAL COMPANY,

as Sub-Servicer
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Walter L. Hawkins, Jr.
	 

	 	 	 	 
	 

	 	Name:
	 	Walter L. Hawkins, Jr.
	 

	 	Title:
	 	Treasurer and Vice President






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	 	 	MARKET STREET FUNDING LLC, as Issuer
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Doris J. Hearn
	 

	 	 	 	 
	 

	 	Name:
	 	Doris J. Hearn
	 

	 	Title:
	 	Vice President
	 
	 	 	 	 
	 	 	PNC BANK, NATIONAL ASSOCIATION,

as Administrator
	 
	 	 	 	 
	 

	 	By:
	 	/s/ William P. Falcon
	 

	 	 	 	 
	 

	 	Name:
	 	William P. Falcon
	 

	 	Title:
	 	Vice President
	 
	 	 	 	 
	 	 	PNC BANK, NATIONAL ASSOCIATION,

as the LC Bank and as an LC Participant
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Richard C. Munsick
	 

	 	 	 	 
	 

	 	Name:
	 	Richard C. Munsick
	 

	 	Title:
	 	S.V.P
	 
	 	 	 	 
	 

	 	Commitment: $275,000,000







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