0000950137-08-007163 Sample Contracts

THIRD AMENDMENT TO AND WAIVER UNDER AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT
Receivables Purchase Agreement • May 9th, 2008 • Peabody Energy Corp • Bituminous coal & lignite surface mining • Illinois

THIS THIRD AMENDMENT TO AND WAIVER UNDER AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT (this “Amendment”), dated as of October 26, 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”).

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FOURTH AMENDMENT TO AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT
Receivables Purchase Agreement • May 9th, 2008 • Peabody Energy Corp • Bituminous coal & lignite surface mining • Illinois

THIS FOURTH AMENDMENT TO AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT (this “Amendment”), dated as of March 10, 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”).

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