exv10w1






Exhibit 10.1




THIRD AMENDMENT TO THIRD AMENDED AND RESTATED

RECEIVABLES PURCHASE AGREEMENT




     THIS THIRD AMENDMENT TO THIRD AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT (this
“Amendment”), dated as of September 16, 2010, by and among P&L RECEIVABLES COMPANY, LLC, a
Delaware limited liability company, as seller (the “Seller”), PEABODY ENERGY CORPORATION, a
Delaware corporation (“Peabody”), as initial servicer (in such capacity, collectively,
together with its successors and permitted assigns in such capacity, the “Servicer”), the
various Sub-Servicers listed on the signature pages hereto (the “Sub-Servicers”), the
Purchaser Agents (the “Purchaser Agents”) and the LC Participants listed on the signature
pages hereto (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 Third Amended and Restated Receivables Purchase
Agreement, dated as of January 25, 2010 (as amended, amended and restated, supplemented or
otherwise modified through the date hereof, the “Agreement”).



     2. During the period from the date hereof to March 1, 2011, Power River Coal, LLC intends to
change its name from “Powder River Coal, LLC” to “Peabody Powder River Mining, LLC” (the
“Powder River Name Change”).



     3. During the period from the date hereof to March 1, 2011, Caballo Coal, LLC intends to
change its name from “Caballo Coal, LLC” to “Peabody Caballo Mining, LLC” (the “Caballo Name
Change”).



     4. During the period from the date hereof to March 1, 2011, Twentymile Coal, LLC intends to
change its name from “Twentymile Coal, LLC” to “Peabody Twentymile Coal, LLC” (the “Twentymile
Name Change” and together with the Powder River Name Change and the Caballo Name Change, the
“Name Changes”).



     5. 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. For purposes of this Amendment, (i)
the “Powder River Name Change Effective Date” shall mean the effective date of the Powder
River Name Change as set forth in a certificate of amendment to Powder River Coal, LLC’s
certificate of formation and duly filed with the Secretary of State of the State of Delaware, (ii)
the “Caballo Name Change Effective Date” shall mean the effective date of the Caballo Name
Change as set forth in a certificate of amendment to Caballo Coal, LLC’s certificate of formation
and duly filed with the Secretary of State of the State of Delaware, and (iii) the “Twentymile




 









 




Name Change Effective Date” shall mean the effective date of the Twentymile Name
Change as set forth in a certificate of amendment to Twentymile Coal, LLC’s certificate of
formation and duly filed with the Secretary of State of the State of Delaware.




     SECTION 2. Amendment to the Agreement. The Agreement is hereby amended as follows:



          (a) Effective as of the Powder River Name Change Effective Date, each reference to “Powder
River Coal, LLC” in the Agreement is replaced with a reference to “Peabody Powder River Mining,
LLC”.




          (b) Effective as of the Caballo Name Change Effective Date, each reference to “Caballo Coal,
LLC” in the Agreement is replaced with a reference to “Peabody Caballo Mining, LLC”.




     (c) Effective as of the Twentymile Name Change Effective Date, each reference to
“Twentymile Coal, LLC” in the Agreement is replaced with a reference to “Peabody Twentymile Coal,
LLC”.



     SECTION 3. Notice and Agreement. This Amendment shall constitute and satisfy the
notice requirement under Section 2(l)(viii) of Exhibit IV to the Receivables
Purchase Agreement solely with respect to the Name Changes; provided, that: (a) if the
Caballo Name Change Effective Date shall not have occurred on or prior to March 1, 2011, the notice
contemplated by this Section 3 solely with respect to the Caballo Name Change and
amendments contemplated by Section 2(b) of this Amendment shall be null and void, (b) if
the Powder River Name Change Effective Date shall not have occurred on or prior to March 1, 2011
the notice contemplated by this Section 3 solely with respect to the Powder River Name
Change and amendments contemplated by Section 2(a) of this Amendment shall be null and
void, and (c) if the Twentymile Name Change Effective Date shall not have occurred on or prior to
March 1, 2011 the notice contemplated by this Section 3 solely with respect to the
Twentymile Name Change and amendments contemplated by Section 2(c) of this Amendment shall
be null and void.



     SECTION 4. Representations and Warranties. Each of the Seller, the 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. Immediately after giving effect to this Amendment, no
Termination Event or Unmatured Termination Event shall exist.



     SECTION 5. 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 6. Conditions Precedent and Subsequent to Effectiveness. This Amendment shall
become effective as of the date hereof (or, with respect to Section 2 above, as of the date
specified therein) upon receipt by the Administrator of each of the following, each in form and
substance satisfactory to the Administrator:



     (a) counterparts of this Amendment executed by each of the parties hereto;



     (b) counterparts of that certain Tenth Amendment to Purchase and Sale Agreement, dated as of
the date hereof (the “Tenth PSA Amendment”), by and among the parties thereto;



     (c) satisfaction of each condition precedent set forth in Section 7 of the Tenth
PSA Amendment; and



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



     In addition, the timely performance of the covenants set forth in Section 5 of the
Tenth PSA Amendment by each relevant Originator shall be a condition subsequent to the agreements
and/or waivers set forth in Section 3 above (other than the proviso thereto).



     SECTION 7. 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 8. Governing Law. This Amendment shall be governed by, and construed in
accordance with, the internal laws of the State of Illinois.



     SECTION 9. 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.



[Signature pages follow.]




 









 





     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/ Chino Kim
 	 
	 	Name:  	Chino Kim 	 
	 	Title:  	Assistant Treasurer 	 
	 
	 	PEABODY ENERGY CORPORATION,

as initial Servicer

 	 
	 	By:  	/s/ Chino Kim
 	 
	 	Name:  	Chino Kim 	 
	 	Title:  	Assistant Treasurer 	 
	 




 









 





	 	 	 	 	 
	 	PEABODY ARCLAR MINING, LLC,

as Sub-Servicer

 	 
	 	By:  	/s/ Chino Kim
 	 
	 	Name:  	Chino Kim 	 
	 	Title:  	Assistant Treasurer 	 
	 
	 	PEABODY MIDWEST MINING, LLC,

as Sub-Servicer

 	 
	 	By:  	/s/ Chino Kim
 	 
	 	Name:  	Chino Kim 	 
	 	Title:  	Assistant Treasurer 	 
	 
	 	TWENTYMILE COAL, LLC,

as Sub-Servicer

 	 
	 	By:  	/s/ Chino Kim
 	 
	 	Name:  	Chino Kim 	 
	 	Title:  	Assistant Treasurer 	 
	 
	 	CABALLO COAL, LLC,

as Sub-Servicer

 	 
	 	By:  	/s/ Chino Kim
 	 
	 	Name:  	Chino Kim 	 
	 	Title:  	Assistant Treasurer 	 
	 
	 	COALSALES II, LLC,

as Sub-Servicer

 	 
	 	By:  	/s/ Chino Kim
 	 
	 	Name:  	Chino Kim 	 
	 	Title:  	Assistant Treasurer 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	PEABODY WESTERN COAL COMPANY,

as Sub-Servicer

 	 
	 	By:  	/s/ Chino Kim
 	 
	 	Name:  	Chino Kim 	 
	 	Title:  	Assistant Treasurer 	 
	 
	 	POWDER RIVER COAL, LLC,

as Sub-Servicer

 	 
	 	By:  	/s/ Chino Kim
 	 
	 	Name:  	Chino Kim 	 
	 	Title:  	Assistant Treasurer 	 
	 
	 	PEABODY HOLDING COMPANY, LLC,

as Sub-Servicer

 	 
	 	By:  	/s/ Chino Kim
 	 
	 	Name:  	Chino Kim 	 
	 	Title:  	Assistant Treasurer 	 
	 
	 	PEABODY COALTRADE, LLC,

as Sub-Servicer

 	 
	 	By:  	/s/ Chino Kim
 	 
	 	Name:  	Chino Kim 	 
	 	Title:  	Assistant Treasurer 	 
	 
	 	PEABODY COALSALES, LLC,

as Sub-Servicer

 	 
	 	By:  	/s/ Chino Kim
 	 
	 	Name:  	Chino Kim 	 
	 	Title:  	Assistant Treasurer 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	PNC BANK, NATIONAL ASSOCIATION,

as Purchaser Agent for the Market Street Purchaser

Group

 	 
	 	By:  	/s/ Robyn A. Reeher
 	 
	 	Name:  	Robyn A. Reeher 	 
	 	Title:  	Vice President 	 
	 
	 	PNC BANK, NATIONAL ASSOCIATION,

as the LC Bank and as an LC Participant

 	 
	 	By:  	/s/ Alison L. Kirker
 	 
	 	Name:  	Alison L. Kirker 	 
	 	Title:  	Credit Officer 	 
	 
	 	PNC BANK, NATIONAL ASSOCIATION,

as Administrator

 	 
	 	By:  	/s/ Robyn A. Reeher
 	 
	 	Name:  	Robyn A. Reeher 	 
	 	Title:  	Vice President 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	CREDIT AGRICOLE CORPORATE AND
 INVESTMENT BANK NEW
YORK BRANCH
 (f/k/a Calyon New York Branch),

as Purchaser Agent for the Atlantic Purchaser Group

 	 
	 	By:  	/s/ Sam Pilcer
 	 
	 	Name:  	Sam Pilcer 	 
	 	Title:  	Managing Director 	 
	 
	 	 	 
	 	By:  	
/s/ Jorge Fries
 	 
	 	Name:  	Jorge Fries 	 
	 	Title:  	Managing Director 	 
	 
	 	CREDIT AGRICOLE CORPORATE AND 

INVESTMENT BANK NEW YORK BRANCH

(f/k/a Calyon New York Branch),

as an LC Participant

 	 
	 	By:  	/s/ Sam Pilcer
 	 
	 	Name:  	Sam Pilcer 	 
	 	Title:  	Managing Director 	 
	 
	 	 	 
	 	By:  	                                              /s/ Jorge Fries
 	 
	 	Name:  	Jorge Fries 	 
	 	Title:  	Managing Director