exv10w2






Exhibit 10.2




FOURTH AMENDMENT TO THIRD AMENDED AND RESTATED

RECEIVABLES PURCHASE AGREEMENT




     THIS FOURTH AMENDMENT TO THIRD AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT (this
“Amendment”), dated as of May 10, 2011, 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. Concurrently herewith, the Fee Letter for each Purchaser Group is being amended and
restated by the parties thereto (each such amended and restated Fee Letter, an “A&R Fee
Letter”).



     3. Concurrently herewith, the Sale Agreement is being amended by the parties thereto (the,
“Sale Agreement Amendment”).



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



          (a) Pursuant to Section 1.12 of the Agreement, the Facility Termination Date scheduled
to occur on May 10, 2011 pursuant to the clause (d) of the definition thereof is hereby
extended to May 8, 2012, and the definition of “Facility Termination Date” set forth in
Exhibit I of the Agreement is amended by replacing the date “May 10, 2011” where it appears
in clause (d) thereof with the date “May 8, 2012”.



          (b) Pursuant to Section 1.12 of the Agreement, the Facility Termination Date scheduled
to occur on May 12, 2012 pursuant to the clause (a) of the definition thereof is hereby
amended to May 8, 2012, and the definition of “Facility Termination Date” set forth in
Exhibit I of the Agreement is amended by replacing the date “May 12, 2012” where it appears
in clause (a) thereof with the date “May 8, 2012”.



 









 





          (c) Section 1.13 of the Agreement is amended by replacing the parenthetical “(and, if
applicable, on behalf of, or for the account of, the Servicer or any Sub-Servicer)” where it
appears therein with the parenthetical “(and, if applicable, on behalf of, or for the account of,
the Servicer or any Sub-Servicer (or such the Servicer’s or any Sub-Servicer’s, as applicable,
designee, which designee shall be a Subsidiary of such Sub-Servicer or the Servicer, as
applicable))”.




	 	(d)	 	Section 1.15 of the Agreement is amended and restated as follows:
	 
	 	 	 	The Seller shall authorize and direct the LC Bank to name the Seller, the Servicer
or any Sub-Servicer (or such the Servicer’s or any Sub-Servicer’s, as applicable,
designee, which designee shall be a Subsidiary of such Sub-Servicer or the Servicer,
as applicable)) as the “Applicant” or “Account Party” of each Letter of Credit.





          (e) Section 1.18 of the Agreement is amended by adding the phrase “and shall cause the
Servicer or any Sub-Servicer (or such the Servicer’s or any Sub-Servicer’s, as applicable,
designee, which designee shall be a Subsidiary of such Sub-Servicer or the Servicer, as
applicable)) named as the “Applicant” or “Account Party” of any Letter of Credit to agree to be
bound by” immediately after the phrase “The Seller agrees to be bound by” where it appears therein.



          (f) The first sentence Section 1.22 of the Agreement is amended and restated as
follows:




	 	 	 	As between the Seller, on the one hand, and the Administrator, the LC Bank, the LC
Participants, the Purchaser Agents and the Purchasers, on the other, the Seller
assumes all risks of the acts and omissions of, or misuse of the Letters of Credit
by, (x) the respective beneficiaries or (y) the Servicer or any Sub-Servicer (or
such the Servicer’s or any Sub-Servicer’s, as applicable, designee, which designee
shall be a Subsidiary of such Sub-Servicer or the Servicer, as applicable)) named as
the “Applicant” or “Account Party” of such Letters of Credit.





          SECTION 2. 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



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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 3. 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 4. Conditions Precedent and Subsequent to Effectiveness. This Amendment shall
become effective as of the date hereof 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 Eleventh Amendment to Purchase and Sale Agreement, dated as
of the date hereof (the “Eleventh PSA Amendment”), by and among the parties thereto;



     (c) satisfaction of each condition precedent set forth in Section 5 of the Eleventh
PSA Amendment; and



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



     SECTION 5. 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 6. Governing Law. This Amendment shall be governed by, and construed in
accordance with, the internal laws of the State of Illinois.



     SECTION 7. 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.]




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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/ 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	 	 
	 
	 	 	PEABODY CABALLO MINING, 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	 	 
	 
	 	 	 	 	 	 
	 	 	PEABODY POWDER RIVER MINING, 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/ 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 Munsick	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Richard Munsick	 	 
	 	 	Title: Senior Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	PNC BANK, NATIONAL ASSOCIATION,	 	 
	 	 	as Administrator	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ William P. Falcon	 	 
	 

	 	 	 	 	 	 
	 	 	Name: William P. Falcon	 	 
	 	 	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/ Kostantina Kourmpetis	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Kostantina Kourmpetis	 	 
	 	 	Title: Managing Director	 	 
	 
	 

	 	By:
	 	/s/ Sam Pilcer	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Sam Pilcer	 	 
	 	 	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/ Kostantina Kourmpetis	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Kostantina Kourmpetis	 	 
	 	 	Title: Managing Director	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Sam Pilcer	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Sam Pilcer	 	 
	 	 	Title: Managing Director