Exhibit 10.2
SECOND AMENDMENT TO AMENDED AND RESTATED
RECEIVABLES PURCHASE AGREEMENT
THIS SECOND AMENDMENT TO AMENDED AND
RESTATED RECEIVABLES PURCHASE AGREEMENT (this “
Amendment ”), dated as of May 15, 2007, 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 ”), the financial
institutions party to the Agreement (as defined below) as LC
Participants (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) Clause (a) of the
definition of “Defaulted Receivable” set forth in
Exhibit I to the Agreement is hereby amended and restated in
its entirety as follows:
(a) as to
which any payment, or part thereof, remains unpaid for more than
60 days from the due date for such payment (which shall be
determined without regard to any credit memos or credit balances
available to the Obligor); provided , that , any
Receivable the related Obligor of which is TVA that would otherwise
have become a Defaulted Receivable pursuant to this clause
(a) during the calendar month of March 2007 shall not be
deemed a Defaulted Receivable, or
(b) The definition of
“Purchase Limit” set forth in Exhibit I to
the Agreement is hereby amended by deleting the amount
“$225,000,000” therein and substituting the amount
“$275,000,000” therefor.
(c) The percentage set forth in
clause (g)(ii)(C) of Exhibit V to the Agreement
is hereby amended by deleting the percentage “1.50%”
therein and substituting the percentage “2.50%”
therefor.
(d) The “Commitment”
amount set forth below the LC Bank/LC Participant’s signature
to the Agreement is hereby amended to be the amount set forth below
the LC Bank/LC Participant’s signature hereto.
SECTION 3. Representations and
Warranties . Each of the Seller, 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 e
