exv10w2






Exhibit 10.2




FIRST AMENDMENT TO THIRD AMENDED AND RESTATED

RECEIVABLES PURCHASE AGREEMENT




     THIS FIRST AMENDMENT TO THIRD AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT (this
“Amendment”), dated as of March 1, 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 May 1, 2010, 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 May 1, 2010, Caballo Coal, LLC intends to change
its name from “Caballo Coal, LLC” to “Peabody Caballo Mining, LLC” (the “Caballo Name
Change”).



     4. On March 1, 2010 (the “COALSALES Name Change Effective Date”) and prior to giving
effect to this Amendment, COALSALES, LLC changed its name from “COALSALES, LLC” to “Peabody
COALSALES, LLC” (the “COALSALES Name Change”).



     5. On March 1, 2010 (the “Arclar Name Change Effective Date”) and prior to giving
effect to this Amendment, Arclar Company, LLC changed its name from “Arclar Company, LLC” to
“Peabody Arclar Mining, LLC” (the “Arclar Name Change”).



     6. On March 1, 2010 (the “COALTRADE Name Change Effective Date”) and prior to giving
effect to this Amendment, COALTRADE, LLC changed its name from “COALTRADE, LLC” to “Peabody
COALTRADE, LLC” (the “COALTRADE Name Change” and together with the Arclar Name Change, the
Powder River Name Change, the Caballo Name Change and the COALSALES Name Change, the “Name
Changes”).



     7. 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 and (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.



     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 COALSALES Name Change Effective Date, each reference to “COALSALES,
LLC” in the Agreement is replaced with a reference to “Peabody COALSALES, LLC”.




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




          (e) Effective as of the COALTRADE Name Change Effective Date, each reference to “COALTRADE,
LLC” in the Agreement is replaced with a reference to “Peabody COALTRADE, 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 Caballo Name Change and the Powder River Name Change;
provided, that if the Caballo Name Change Effective Date shall not have occurred on or
prior to May 1, 2010, 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 and if the Powder River Name Change Effective Date shall not have occurred on or
prior to May 1, 2010, 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.



     SECTION 4. Waiver; Limitations. On the terms and subject to the conditions set forth
herein, the Administrator, the LC Bank and the Majority LC Participants hereby waive (i) any
violation of Section 2(l)(viii) of Exhibit IV to the Agreement arising solely from
the failure of the Servicer to provide thirty (30) days prior written notice of the COALSALES Name
Change, the Arclar Name Change or the COALTADE Name Change to the Administrator and (ii) any



 









 




Termination Event or Unmatured Termination Event arising solely from a violation specifically
described in clause (i) above. For the avoidance of doubt, the Administrator and the
Purchasers are not now waiving, nor have they agreed to waive in the future, any Termination Event,
Unmatured Termination Event or the breach of (or any rights and remedies related to the breach of)
any provisions of the Agreement or any other Transaction Document other than as expressly set forth
in the preceding sentence.




     SECTION 5. 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 (except to the extent waived
pursuant to Section 4 of this Amendment).



     SECTION
6. 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
7. 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 Ninth Amendment to Purchase and Sale Agreement, dated as of
the date hereof (the “Ninth PSA Amendment”), by and among the parties thereto;



     (c) satisfaction of each condition precedent set forth in Section 8 of the Ninth 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 6 of the
Ninth 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) and the first
sentence of Section 4 above with respect to such Originator and its Name Change.



     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 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.



[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/ Walter L. Hawkins, Jr.	 	 
	 

	 	Name:
	 	 

Walter L. Hawkins, Jr.
	 	 
	 

	 	Title:
	 	Senior Vice President and Treasurer	 	 
	 
	 	 	 	 	 	 
	 	 	PEABODY ENERGY CORPORATION,

as initial Servicer	 	 
	 
	 	 	 	 	 	 
	 

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

	 	Name:
	 	 

Walter L. Hawkins, Jr.
	 	 
	 

	 	Title:
	 	Senior Vice President and Treasurer	 	 






 









 






	 	 	 	 	 	 	 

	 	 	PEABODY ARCLAR MINING, LLC (f/k/a Arclar Company,
LLC),

as Sub-Servicer	 	 
	 
	 	 	 	 	 	 
	 

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

	 	Name:
	 	 

Walter L. Hawkins, Jr.
	 	 
	 

	 	Title:
	 	Senior Vice President and Treasurer	 	 
	 
	 	 	 	 	 	 
	 	 	PEABODY MIDWEST MINING, LLC,

as Sub-Servicer	 	 
	 
	 	 	 	 	 	 
	 

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

	 	Name:
	 	 

Walter L. Hawkins, Jr.
	 	 
	 

	 	Title:
	 	Senior Vice President and Treasurer	 	 
	 
	 	 	 	 	 	 
	 	 	TWENTYMILE COAL, LLC,

as Sub-Servicer	 	 
	 
	 	 	 	 	 	 
	 

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

	 	Name:
	 	 

Walter L. Hawkins, Jr.
	 	 
	 

	 	Title:
	 	Senior Vice President and Treasurer	 	 
	 
	 	 	 	 	 	 
	 	 	CABALLO COAL, LLC,

as Sub-Servicer	 	 
	 
	 	 	 	 	 	 
	 

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

	 	Name:
	 	 

Walter L. Hawkins, Jr.
	 	 
	 

	 	Title:
	 	Senior Vice President and Treasurer	 	 
	 
	 	 	 	 	 	 
	 	 	COALSALES II, LLC,

as Sub-Servicer	 	 
	 
	 	 	 	 	 	 
	 

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

	 	Name:
	 	 

Walter L. Hawkins, Jr.
	 	 
	 

	 	Title:
	 	Senior Vice President and Treasurer	 	 






 









 






	 	 	 	 	 	 	 

	 	 	PEABODY WESTERN COAL COMPANY,

as Sub-Servicer	 	 
	 
	 	 	 	 	 	 
	 

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

	 	Name:
	 	 

Walter L. Hawkins, Jr.
	 	 
	 

	 	Title:
	 	Senior Vice President and Treasurer	 	 
	 
	 	 	 	 	 	 
	 	 	POWDER RIVER COAL, LLC,

as Sub-Servicer	 	 
	 
	 	 	 	 	 	 
	 

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

	 	Name:
	 	 

Walter L. Hawkins, Jr.
	 	 
	 

	 	Title:
	 	Senior Vice President and Treasurer	 	 
	 
	 	 	 	 	 	 
	 	 	PEABODY HOLDING COMPANY, LLC,

as Sub-Servicer	 	 
	 
	 	 	 	 	 	 
	 

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

	 	Name:
	 	 

Walter L. Hawkins, Jr.
	 	 
	 

	 	Title:
	 	Senior Vice President and Treasurer	 	 
	 
	 	 	 	 	 	 
	 	 	PEABODY COALTRADE, LLC 

(f/k/a COALTRADE, LLC),

as Sub-Servicer	 	 
	 
	 	 	 	 	 	 
	 

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

	 	Name:
	 	 

Walter L. Hawkins, Jr.
	 	 
	 

	 	Title:
	 	Senior Vice President and Treasurer	 	 
	 
	 	 	 	 	 	 
	 	 	PEABODY COALSALES, LLC 

(f/k/a COALSALES, LLC),

as Sub-Servicer	 	 
	 
	 	 	 	 	 	 
	 

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

	 	Name:
	 	 

Walter L. Hawkins, Jr.
	 	 
	 

	 	Title:
	 	Senior Vice President and 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/ Sam Pilcer	 	 
	 

	 	Name:
	 	 

Sam Pilcer
	 	 
	 

	 	Title:
	 	Managing Director	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Richard McBride	 	 
	 

	 	Name:
	 	 

Richard McBride
	 	 
	 

	 	Title:
	 	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/ Richard McBride	 	 
	 

	 	Name:
	 	 

Richard McBride
	 	 
	 

	 	Title:
	 	Director