exv10w1






Exhibit 10.1




EXECUTION COPY




[PEABODY]




SEVENTH AMENDMENT TO AMENDED AND RESTATED

RECEIVABLES PURCHASE AGREEMENT




     THIS SEVENTH AMENDMENT TO AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT (this
“Amendment”), dated as of May 12, 2009, 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. For purposes of this Amendment, the
“Name Change Effective Date” shall mean the effective date of the change in name of COALTRADE
International, LLC to Peabody COALTRADE International (CTI), LLC (the “Name Change”) as set
forth in a certificate of amendment to COALTRADE International, LLC’s certificate of formation and
duly filed with the Secretary of State of the State of Delaware.



     SECTION 2. Amendments to the Agreement.



     2.1 Effective as of the Effective Date (as defined below):



          (a) Clause (b) of Section 1.12 of the Agreement is hereby amended and restated
in its entirety as follows:





     (b) Each Letter of Credit shall, among other things, (i) provide for
the payment of sight drafts or other written demands for payment when
presented for honor thereunder in accordance with the terms thereof and when
accompanied by the documents described therein and (ii) have an expiry date
not later than twelve (12) months after such Letter of Credit’s date of
issuance, extension or renewal, as the case may be, and in no event later
than twelve (12) months after the Facility Termination Date. Each



 









 







Letter of Credit shall be subject either to the Uniform Customs and
Practice for Documentary Credits (2007 Revision), International Chamber of
Commerce Publication No. 600, and any amendments or revisions thereof
adhered to by the LC Bank (“UCP 600”) or the International Standby
Practices (ISP98-International Chamber of Commerce Publication Number 590),
and any amendments or revisions thereof adhered to by the LC Bank (the
“ISP98 Rules”), as determined by the LC Bank.



          (b) The definition of “Alternate Rate” set forth in Exhibit I to the Agreement is
hereby amended and restated in its entirety as follows:





     “Alternate Rate” for any Settlement Period for any Portion of
Capital of the Purchased Interest means an interest rate per annum equal to:
(a) 3.25% per annum above the Euro-Rate for such Settlement Period or, in
the sole discretion of the applicable Purchaser, (b) the Base Rate for such
Settlement Period; provided, that the “Alternate Rate” for any day
while a Termination Event exists shall be an interest rate equal to the
greater of (i) 3.00% per annum above the Base Rate in effect on such day and
(ii) the “Alternate Rate” as calculated in clause (a) above.



          (c) The last sentence of the definition of “CP Rate” set forth in Exhibit I to the
Agreement is hereby amended and restated in its entirety as follows:





     Notwithstanding the foregoing, the “CP Rate” for any day while a
Termination Event exists shall be an interest rate equal to the greater of
(a) 3.00% above the Base Rate in effect on such day and (b) the Alternate
Rate as calculated in the definition thereof.



          (d) The definition of “Eligible Receivables” set forth in Exhibit I to the Agreement
is hereby amended by (a) deleting the “and” at the end of clause (p) in the definition
thereof; (b) deleting the phrase “quality accruals.” at the end of clause (q) of the
definition thereof and substituting the phrase “quality accruals”; and” therefor; and (c)
inserting the following new clause (r) as follows:





     (r) the Obligor of which is not the Mohave Project.



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





     (a) May 12, 2012,



          (f) The definition of “Special Obligor” set forth in Exhibit I to the Agreement is
hereby amended and restated in its entirety as follows:





     “Special Obligor” means the Navajo Project, for so long as,
with respect to such Navajo Project, (a) the agreement among the project
participants requires that upon the default of any participant, the non-



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defaulting participants are required to cure any such default, and (b)
Peabody represents and warrants that, to its knowledge, the statement set
forth in subsection (a) above is true, complete and correct. The Navajo
Project shall be deemed to be a “Special Group A Obligor” hereunder
for so long as such Navajo Project has at least one project participant with
the rating of a Group A Obligor; the Navajo Project shall be deemed to be a
“Special Group B Obligor” hereunder for so long as such Navajo
Project has at least one project participant with the rating of a Group B
Obligor (but no project participants with the rating of a Group A Obligor);
the Navajo Project shall be deemed to be a “Special Group C Obligor”
hereunder for so long as such Navajo Project has at least one project
participant with the rating of a Group C Obligor (but no project
participants with the rating of a Group A Obligor or a Group B Obligor); and
the Navajo Project shall be deemed to be a “Special Group D Obligor”
hereunder for so long as such Navajo Project has no project participants
with the rating of a Group A Obligor, a Group B Obligor or a Group C
Obligor.



          (g) The definition of “UCP 500” set forth in Exhibit I to the Agreement is hereby
amended and restated in its entirety as follows:





     “UCP 600” has the meaning set forth in Section 1.12 of the
Agreement.



          (h) Clause (o) of Section 2 of Exhibit III to the Agreement is hereby
amended and restated in its entirety as follows:





     (o) [Reserved].



          (i) The first sentence set forth in clause (b) of Section 2 of Exhibit
IV to the Agreement is hereby amended and restated in its entirety as follows:





The Servicer and, to the extent that it ceases to be the Servicer,
Peabody, (i) shall keep its principal place of business, chief
executive office and state of formation (as such terms or similar
terms are used in the applicable UCC) and the office where it keeps
its records concerning the Receivables at the address of the
Servicer set forth on Schedule IV and (ii) shall cause
Peabody Holding Company, LLC and each Originator to keep its state
of formation (as such term is defined in the applicable UCC) and the
office where it keeps its records concerning the Receivables at the
applicable address set forth on Schedule IV, in the case of
Peabody Holding Company, LLC, and Exhibit E to the Sale
Agreement, in the case of any Originator or, in the case of either
sub-clause (i) or (ii) of this clause (b),
upon at least 30 days’ prior written notice of a proposed change to
the Administrator, at any other locations in jurisdictions where all
actions reasonably requested by the Administrator to protect and
perfect the interest of the



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Administrator in the Receivables and related items (including the
Pool Assets) have been taken and completed.



     2.2 Effective as of the Name Change Effective Date (and provided, that if the Name
Change Effective Date shall not have occurred on or prior to August 12, 2009, the amendments
contemplated by this Section 2.2 shall be null and void):



          (a) With respect to COALTRADE International, LLC, any references in the Agreement to
“COALTRADE International, LLC” shall hereinafter be deemed references to “Peabody COALTRADE
International (CTI), LLC”.




          (b) Schedule I to the Agreement is hereby amended by inserting, in the appropriate
alphabetical order, the following new definition:





     “Peabody COALTRADE Name Change Effective Date” means the
effective date of the change in name of COALTRADE International, LLC to
Peabody COALTRADE International (CTI), LLC as set forth in a certificate of
amendment to COALTRADE International, LLC’s certificate of formation and
duly filed with the Secretary of State of the State of Delaware.



     SECTION 3. Waiver. Subject to the terms set forth herein, the Administrator, the LC
Bank and the Majority LC Participants hereby waive any violation of Section 2(b) of
Exhibit IV to the Agreement arising solely from the failure of Black Beauty Coal Company,
LLC to provide thirty (30) days prior written notice to the Administrator prior to changing the
location of its books and records relating to Receivables from 7100 Eagle Crest Blvd., Evansville,
IN 47715 to 701 Market St., St. Louis, MO 63101-1826.



     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. Both before and immediately after giving effect to this Amendment and
the transactions contemplated hereby, no Termination Event or (except to the extent waived hereby)
Unmatured Termination Event exists or 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



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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 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 (the “Effective Date”):



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



     (b) counterparts of that certain amended and restated fee letter, dated as of the date hereof,
by and among the Seller, the Servicer, the Issuer and the Administrator;



     (c) counterparts of that certain Fifth Amendment to Purchase and Sale Agreement, dated as of
the date hereof, by and among the Contributor, the Servicer and the Originators and consented to by
Issuer, the LC Bank, the LC Participant and the Administrator; and



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



     SECTION 7. Conditions Subsequent to Effectiveness. The continued effectiveness of the
amendments set forth in Section 2.2 of this Amendment is subject to receipt by the
Administrator, as soon as practicable but in no event more than five Business Days after the Name
Change Effective Date, of each of the following, each in form and substance satisfactory to the
Administrator:



     (a) evidence that the Servicer has caused all amendments to filed financing statements
necessitated by the Name Change to have been filed in each jurisdiction in which the filing thereof
is required or requested by the Administrator;



     (b) a certificate of formation for Peabody COALTRADE International (CTI), LLC, evidencing the
Name Change, duly certified by the Secretary of State of the State of Delaware;



     (c) a certificate of good standing for Peabody COALTRADE International (CTI), LLC, duly
certified by the Secretary of State of the State of Delaware;



     (d) an amended (or amendment to the) Limited Liability Company Agreement of Peabody COALTRADE
International (CTI), LLC reflecting the Name Change, duly certified by the Secretary of Peabody
COALTRADE International (CTI), LLC; and



     (e) any and all other documentation related to the Name Change, as requested by the
Administrator.



     SECTION 8. 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



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Amendment by facsimile or electronic transmission shall be effective as delivery of a manually
executed counterpart hereof.



     SECTION 9. Governing Law. This Amendment shall be governed by, and construed in
accordance with, the internal laws of the State of Illinois.



     SECTION 10. 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:  	Sr. V.P. and Treasurer 	 
	 
	 	PEABODY ENERGY CORPORATION, as Servicer

 	 
	 	By:  	/s/ Walter L. Hawkins, Jr.
 	 
	 	 	Name:  	Walter L. Hawkins, Jr. 	 
	 	 	Title:  	Sr. V.P. and Treasurer 	 
	 



					
	 	 	 	 	 
	 
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	 	ARCLAR COMPANY, LLC,

as Sub-Servicer

 	 
	 	By:  	/s/ Walter L. Hawkins, Jr.
 	 
	 	 	Name:  	Walter L. Hawkins, Jr.  	 
	 	 	Title:  	Sr. V.P. and Treasurer 	 
	 
	 	BLACK BEAUTY COAL COMPANY, LLC 

as Sub-Servicer

 	 
	 	By:  	/s/ Walter L. Hawkins, Jr.
 	 
	 	 	Name:  	Walter L. Hawkins, Jr.  	 
	 	 	Title:  	Sr. V.P. and Treasurer 	 
	 
	 	CABALLO COAL COMPANY, 

as Sub-Servicer

 	 
	 	By:  	/s/ Walter L. Hawkins, Jr.
 	 
	 	 	Name:  	Walter L. Hawkins, Jr. 	 
	 	 	Title:  	Sr. V.P. and Treasurer 	 
	 



					
	 	 	 	 	 
	 
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	 	COALSALES, LLC, 

as Sub-Servicer

 	 
	 	By:  	/s/ Walter L. Hawkins, Jr.
 	 
	 	 	Name:  	Walter L. Hawkins, Jr.  	 
	 	 	Title:  	Sr. V.P. and Treasurer 	 
	 
	 	COALSALES II, LLC, 

as Sub-Servicer

 	 
	 	By:  	/s/ Walter L. Hawkins, Jr.
 	 
	 	 	Name:  	Walter L. Hawkins, Jr.  	 
	 	 	Title:  	Sr. V.P. and Treasurer 	 
	 
	 	COALTRADE, LLC, 

as Sub-Servicer

 	 
	 	By:  	/s/ Walter L. Hawkins, Jr.
 	 
	 	 	Name:  	Walter L. Hawkins, Jr.  	 
	 	 	Title:  	Sr. V.P. and Treasurer 	 
	 
	 	COALTRADE INTERNATIONAL, LLC, 

as Sub-Servicer

 	 
	 	By:  	/s/ Walter L. Hawkins, Jr.
 	 
	 	 	Name:  	Walter L. Hawkins, Jr. 	 
	 	 	Title:  	Sr. V.P. and Treasurer 	 
	 



					
	 	 	 	 	 
	 
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	 	PEABODY HOLDING COMPANY, LLC, 

as Sub-Servicer

 	 
	 	By:  	/s/ Walter L. Hawkins, Jr.
 	 
	 	 	Name:  	Walter L. Hawkins, Jr.  	 
	 	 	Title:  	Sr. V.P. and Treasurer 	 
	 
	 	PEABODY WESTERN COAL COMPANY, 

as Sub-Servicer

 	 
	 	By:  	/s/ Walter L. Hawkins, Jr.
 	 
	 	 	Name:  	Walter L. Hawkins, Jr.  	 
	 	 	Title:  	Sr. V.P. and Treasurer 	 
	 
	 	POWDER RIVER COAL, LLC 

as Sub-Servicer

 	 
	 	By:  	/s/ Walter L. Hawkins, Jr.
 	 
	 	 	Name:  	Walter L. Hawkins, Jr.  	 
	 	 	Title:  	Sr. V.P. and Treasurer 	 
	 
	 	TWENTYMILE COAL COMPANY, 

as Sub-Servicer

 	 
	 	By:  	/s/ Walter L. Hawkins, Jr.
 	 
	 	 	Name:  	Walter L. Hawkins, Jr. 	 
	 	 	Title:  	Sr. V.P. and Treasurer 	 
	 



					
	 	 	 	 	 
	 
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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:  	Senior Vice President 	 
	 



					
	 	 	 	 	 
	 
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