EX-10.1






Exhibit 10.1




EXECUTION COPY




[PEABODY]




FIFTH AMENDMENT TO AMENDED AND RESTATED

RECEIVABLES PURCHASE AGREEMENT




     THIS FIFTH AMENDMENT TO AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT (this
“Amendment”), dated as of April 11, 2008, 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”), all 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 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) The definition of “Monthly Settlement Date” set forth in Exhibit I to the
Agreement is hereby amended and restated in its entirety as follows:




     “Monthly Settlement Date” means (a) for any calendar month other than
the calendar months of November 2007, December 2007, January 2008, February 2008,
March 2008 or April 2008, the twenty-first day of such calendar month (or the next
succeeding Business Day if such day is not a Business Day), beginning March 21, 2002
and (b) for each of the calendar months of November 2007, December 2007, January
2008, February 2008, March 2008 and April 2008, the twenty-fifth day of such
calendar month (or the next succeeding Business Day if such day is not a Business
Day).



     SECTION 3. 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. 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 executed by each of the other parties hereto (including
facsimile or electronic copies); and




(b) 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.



     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 & VP	 	 
	 
	 	 	 	 	 	 
	 
	 	 	PEABODY ENERGY CORPORATION, as Servicer

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

	 	 	Name: 	Walter L. Hawkins, Jr.
	 	 	Title: 	Treasurer & VP
	 





					
	 	 	 	 	 
	 
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	 	 	ARCLAR COMPANY, LLC,

as Sub-Servicer	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Walter L. Hawkins, Jr.	 	 
	 
	 	
 
	 	 
	 	 	Name:  Walter
L. Hawkins, Jr.	 	
	 	 	Title:    Treasurer & VP	 	
	 
	 	 	 	 	 	 
	 	 	BLACK BEAUTY COAL COMPANY, LLC	 	 
	 	 	as Sub-Servicer	 	 
	 
	 	 	 	 	 	 
	 

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

	 	
 
	 	 
	 	 	Name:  Walter
L. Hawkins, Jr.	 	 
	 	 	Title:   
Treasurer &  VP	 	 
	 
	 	 	 	 	 	 
	 	 	CABALLO COAL COMPANY,	 	 
	 	 	as Sub-Servicer	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Walter L. Hawkins, Jr.	 	 
	 
	 	
 
	 	 
	 	 	Name:  Walter
L. Hawkins, Jr.	 	 
	 	 	Title:   
Treasurer & VP	 	 







					
	 	 	 	 	 
	 
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	 	 	COALSALES, LLC,	 	 
	 	 	as Sub-Servicer	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Walter L. Hawkins, Jr.	 	 
	 
	 	
 
	 	 
	 	 	Name:  Walter L. Hawkins, Jr.	 	 
	 	 	Title:   
Treasurer & VP	 	 
	 
	 	 	 	 	 	 
	 	 	COALSALES II, LLC,	 	 
	 	 	as Sub-Servicer	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Walter L. Hawkins, Jr.	 	 
	 
	 	
 
	 	 
	 	 	Name:  Walter L. Hawkins, Jr.	 	 
	 	 	Title:   
Treasurer & VP	 	 
	 
	 	 	 	 	 	 
	 	 	COALTRADE, LLC,	 	 
	 	 	as Sub-Servicer	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Walter L. Hawkins, Jr.	 	 
	 
	 	
 
	 	 
	 	 	Name:  Walter L. Hawkins, Jr.	 	 
	 	 	Title:   
Treasurer & VP	 	 
	 
	 	 	 	 	 	 
	 	 	COALTRADE INTERNATIONAL, LLC,	 	 
	 	 	as Sub-Servicer	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Walter L. Hawkins, Jr.	 	 
	 
	 	
 
	 	 
	 	 	Name:  Walter L. Hawkins, Jr.	 	 
	 	 	Title:   
Treasurer & VP	 	 







					
	 	 	 	 	 
	 
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	 	PEABODY HOLDING COMPANY, LLC, 

as Sub-Servicer

 	 
	 	By:  /s/ Walter L.
Hawkins, Jr.
 
	 
	 	Name:  Walter L.
Hawkins, Jr.	 	 	 
	 	Title:    Treasurer &  VP	 
	 
	 	PEABODY WESTERN COAL COMPANY, 

as Sub-Servicer

 	 
	 	By:  /s/ Walter L.
Hawkins, Jr.
 
	 
	 	Name:  Walter L.
Hawkins, Jr.	 	 	 
	 	Title:    Treasurer &  VP	 
	 
	 	POWDER RIVER COAL, LLC 

as Sub-Servicer

 	 
	 	By:  /s/ Walter L.
Hawkins, Jr.
 
	 
	 	Name:  Walter L.
Hawkins, Jr.	 	 	 
	 	Title:    Treasurer &  VP	 
	 
	 	TWENTYMILE COAL COMPANY, 

as Sub-Servicer

 	 
	 	By:  /s/ Walter L.
Hawkins, Jr.
 
	 
	 	Name:  Walter L.
Hawkins, Jr.	 	 	 
	 	Title:    Treasurer &  VP	 
	 





					
	 	 	 	 	 
	 
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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:  	 	Sr. Vice President	 
	 




					
	 	 	 	 	 
	 
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