EX-10.1






[PEABODY]




SECOND AMENDMENT TO THE THIRD AMENDED AND RESTATED

RECEIVABLES PURCHASE AGREEMENT




THIS SECOND AMENDMENT TO THE THIRD AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT (this
“Amendment”), dated as of May 11, 2010, is entered into by and among P&L RECEIVABLES
COMPANY, LLC, a Delaware limited liability company, as seller (the “Seller”), PEABODY
ENERGY CORPORATION, a Delaware corporation, as initial servicer (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, and PNC BANK, NATIONAL ASSOCIATION, as Administrator (the “Administrator”)
and as LC Bank.



RECITALS




1. The parties hereto are parties to that certain 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. 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. The Agreement is hereby amended as follows:



(a) Section 5.3 of the Agreement is amended by adding thereto the following new
clause (g) immediately following existing clause (f) thereof:



(g) In addition to the foregoing and notwithstanding any otherwise applicable
limitations on, or requirements for, pledges, assignments and participations set
forth in this Section 5.3, any Purchaser may pledge, participate or assign
any of its rights (including, without limitation, rights to payment of Capital and
Discount) under this Agreement or the other Transaction Documents to any Federal
Reserve Bank (including any grant of a security interest in such rights to secure
such Purchaser’s obligations to such Federal Reserve Bank) without notice to or
consent of any other party to this Agreement or to the other Transaction Documents;
provided that no such pledge, participation or assignment shall release such
Purchaser from any of its obligations hereunder or substitute any such pledge,
participant or assignee for such Purchaser as a party hereto.



(b) Clause (a) of the definition of “Eligible Receivable” set forth in
Exhibit I of the Agreement is amended by replacing the percentage “5%” where it appears in
sub-clause (i)(C) thereof with the percentage “2%”.



(c) Pursuant to Section 1.12 of the Agreement, the Facility Termination Date scheduled
to occur on May 11, 2010 pursuant to the clause (d) of the definition thereof is hereby
extended to May 10, 2011, and the definition of “Facility Termination Date” set forth in
Exhibit I of the Agreement is amended by replacing the date “May 11, 2010” where it appears
in clause (d) thereof with the date “May 10, 2011”.



(d) Existing Schedule II to the Agreement is replaced in its entirety with new
Schedule II attached hereto.



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. Both immediately prior to, and immediately after,
giving effect to this Amendment, the representations and warranties made by such Person in the
Agreement and the other Transaction Documents to which it is a party 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 immediately prior to, and immediately after, giving effect to
this Amendment, no Termination Event or Unmatured Termination Event has occurred and is continuing.



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. Conditions to Effectiveness. This Amendment shall become effective as of
the date hereof upon satisfaction of all of the following conditions precedent:



(a) the Administrator shall have received counterparts of this Amendment executed by each of
the parties hereto;



(b) each Purchaser Agent shall have received counterparts of its Purchaser Group’s A&R Fee
Letter duly executed by each of the parties thereto;



(c) the Administrator shall have received counterparts to that certain Fourth Amendment to
Lock-Box Agreement being entered into by the parties hereto and the Lock-Box Bank concurrently
herewith duly executed by each of the parties thereto; and



(d) to the extent required by the program documents governing the issuance of its Notes, each
Conduit Purchaser (or its Purchaser Agent on its behalf) shall have received from each rating
agency then rating such Notes written confirmation that the effectiveness of this Amendment will
not cause the credit ratings of such Notes to be downgraded or withdrawn.



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. 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 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.



[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




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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




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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




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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




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CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK NEW




YORK BRANCH,


as Purchaser Agent for the Atlantic Purchaser Group




By:  /s/ Sam Pilcer

Name: Sam Pilcer

Title: Managing Director





By:  /s/ Kostantina Kourmpetis

Name: Kostantina Kourmpetis

Title: Managing Director





CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK NEW




YORK BRANCH,


as an LC Participant




By:  /s/ Sam Pilcer

Name: Sam Pilcer

Title: Managing Director





By:  /s/ Kostantina Kourmpetis

Name: Kostantina Kourmpetis

Title: Managing Director





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