AMENDMENT NO. 6 TO CREDIT AGREEMENT

Exhibit 10.1

AMENDMENT NO. 6 TO CREDIT AGREEMENT (this “Amendment No. 6”), dated as of September 17, 2019, by and among PEABODY ENERGY CORPORATION, a Delaware corporation (the “Borrower”), the other Reaffirming Parties (as defined below) party hereto, the 2019 Incremental Revolving Lenders (as defined below), XXXXXXX SACHS BANK USA, as administrative agent (in such capacity, including any permitted successor thereto, the “Existing Administrative Agent”), and JPMORGAN CHASE BANK, N.A., as successor administrative agent (in such capacity, the “Successor Administrative Agent” and together with the Existing Administrative Agent, the “Administrative Agents”).

PRELIMINARY STATEMENTS

WHEREAS, the Borrower has entered into that certain Credit Agreement, dated as of April 3, 2017, among the Borrower, the lenders party thereto from time to time (collectively, the “Lenders” and each individually, a “Lender”) the Existing Administrative Agent (as amended by that certain Amendment No. 1 to Credit Agreement, dated as of September 18, 2017, that certain Amendment No. 2 to Credit Agreement, dated as of November 17, 2017, that certain Amendment No. 3 to Credit Agreement, dated as of December 8, 2017, that certain Amendment No. 4 to Credit Agreement, dated as of April 11, 2018, that certain Amendment No. 5 to Credit Agreement, dated as of June 27, 2018, and that certain Technical Amendment to Credit Agreement, dated as of July 19, 2018, and as further amended, restated, amended and restated, supplemented or otherwise modified from time to time prior to, but not including, the date hereof, the “Credit Agreement”, and as amended by this Amendment No. 6, the “Amended Credit Agreement”);

WHEREAS, pursuant to Section 2.15(a) of the Credit Agreement, the Borrower has requested to increase the principal amount of the 2017 Incremental Revolving Facility by an aggregate principal amount of $195,000,000 (the commitments provided hereunder, the “2019 Incremental Revolving Commitments” and the loans made pursuant thereto, the “2019 Incremental Revolving Loans”) pursuant to clause (b)(i) of the definition of Incremental Debt Cap, to be provided by the 2019 Incremental Revolving Lenders party hereto and effective on the Amendment No. 6 Effective Date (as defined below) pursuant to the terms hereof and in the Amended Credit Agreement;

WHEREAS, as contemplated by Section 2.15 of the Credit Agreement, (x) subject to the satisfaction of the conditions precedent set forth in Section 6 hereof, the Existing Administrative Agent, the 2019 Incremental Revolving Lenders party hereto and the Borrower have agreed to amend certain terms of the Credit Agreement as provided herein in order to give effect to the 2019 Incremental Revolving Commitments provided hereunder and (y) this Amendment No. 6 constitutes an “Incremental Amendment” under the Credit Agreement;

WHEREAS, each 2019 Incremental Revolving Lender party hereto is prepared to provide the 2019 Incremental Revolving Commitments in an amount equal to its 2019 Incremental Revolving Commitment set forth on Schedule 1 hereto, subject to the terms and conditions set forth herein and in the Amended Credit Agreement;

WHEREAS, each Loan Party party hereto and Gibraltar Holdings (collectively, the “Reaffirming Parties”, and each, a “Reaffirming Party”) expects to realize substantial direct and indirect benefits as a result of this Amendment No. 6 becoming effective and the consummation of the transactions contemplated hereby and agrees to reaffirm its obligations under the Credit Agreement, the Security Documents, and the other Loan Documents to which it is a party;

WHEREAS, pursuant to that certain Notice of Agent Resignation, Successor Agent Appointment and Agency Transfer Agreement to be dated as of the date hereof and effective as of the Effective Time (as defined therein) (which shall be substantially in the form attached hereto as Annex A, the “Resignation and Appointment Agreement”), Xxxxxxx Sachs Bank USA, as Existing Administrative Agent, desires to resign as administrative agent effective as of the Effective Time, and the 2019 Incremental Revolving Lenders (which collectively shall constitute the Required Lenders as of the Amendment No. 6 Effective Date) and the Borrower desire to appoint JPMorgan Chase Bank, N.A., as Successor Administrative Agent, and JPMorgan Chase Bank, N.A. desires to serve as Successor Administrative Agent from and after the Effective Time; and

WHEREAS, the Borrower, the 2019 Incremental Revolving Lenders and the Existing Administrative Agent have agreed to amend the Credit Agreement on the terms and conditions set forth herein.

NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which is acknowledged by each party hereto, it is agreed:

SECTION 1.CERTAIN DEFINITIONS. Capitalized terms used (including in the preamble and recitals hereto) but not defined herein shall have the meanings assigned to such terms in the Amended Credit Agreement. As used in this Amendment No. 6:“2019 Incremental Revolving Commitments” is defined in the second recital hereto.

“2019 Incremental Revolving Lenders” is defined in Section 2 hereof.

“2019 Incremental Revolving Loans” is defined in the second recital hereto.

“Administrative Agents” is defined in the preamble hereto.

“Amended Credit Agreement” is defined in the first recital hereto.

“Amendment No. 6” is defined in the preamble hereto.

“Amendment No. 6 Effective Date” means the date on which the conditions set forth in Section 6 of this Amendment No. 6 are satisfied or waived.

“Borrower” is defined in the preamble hereto.

“Borrower Notice” is defined in Section 6(k) hereof.

“Credit Agreement” is defined in the first recital hereto.

“Existing Administrative Agent” is defined in the preamble hereto.

“Lenders” is defined in the first recital hereto.

“NFIP” is defined in Section 6(k) hereof.

“Reaffirming Parties” is defined in the fifth recital hereto.

“Successor Administrative Agent” is defined in the preamble hereto.

SECTION 2. 2019 INCREMENTAL REVOLVING COMMITMENTS. Pursuant to Section 2.15 of the Credit Agreement, and subject solely to the satisfaction of the conditions precedent set forth in Section 6 hereof, on and as of the Amendment No. 6 Effective Date:


(a)	Each lender set forth on Schedule 1 to this Amendment No. 6 (each, a “2019 Incremental Revolving Lender”) hereby severally and not jointly agrees to commit to provide its respective 2019 Incremental Revolving Commitment set forth on Schedule 1. The 2019 Incremental Revolving Commitments shall be an increase to the 2017 Incremental Revolving Facility.


(b)	[Reserved.]

(c)

Each 2019 Incremental Revolving Lender hereby (i) represents and warrants that (A) it has full power and authority, and has taken all action necessary, to execute and deliver this Amendment No. 6 and to consummate the transactions contemplated hereby and in the Amended Credit Agreement, (B) it is an existing Lender under the Credit Agreement, (C) from and after the Amendment No. 6 Effective Date, it shall be bound by the provisions of the Amended Credit Agreement, (D) it is sophisticated with respect to decisions to acquire assets of the type represented by the 2019 Incremental Revolving Commitments and the 2019 Incremental Revolving Loans and either it, or the Person exercising discretion in making its decision to commit to provide its 2019 Incremental Revolving Commitment, is experienced in committing to commitments and loans of such type, (E) it has received a copy of the Credit Agreement, this Amendment No. 6 and the other Loan Documents, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 6.01 of the Amended Credit Agreement, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Amendment No. 6 and to commit to provide its respective 2019 Incremental Revolving Commitment, (F) it has, independently and without reliance upon the Existing Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Amendment No. 6 and to commit to provide its respective 2019 Incremental Revolving Commitment, and (G) it has provided Borrower and the Existing Administrative Agent any documentation required to be delivered by it pursuant to the terms of the Amended Credit Agreement (including Section 3.01(e) of the Amended Credit Agreement), duly completed and executed by such 2019 Incremental Revolving Lender; (ii) agrees that

(A) it will, independently and without reliance on either the Existing Administrative Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (B) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender; and (iii) appoints and authorizes the Existing Administrative Agent and the Collateral Trustee to take such action as agent on its behalf and to exercise such powers under the Amended Credit Agreement and the other Loan Documents as are delegated to the Existing Administrative Agent and Collateral Trustee, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto.


(d)	The terms and provisions of the 2019 Incremental Revolving Commitments and the 2019 Incremental Revolving Loans shall be identical to the terms and provisions of the Incremental Revolving Commitments and the Incremental Revolving Loans existing under the Credit Agreement.

(e)

On the Amendment No. 6 Effective Date, each of the existing Incremental Revolving Lenders under the Credit Agreement is hereby deemed to assign to each of the 2019 Incremental Revolving Lenders, and each of the 2019 Incremental Revolving Lenders is hereby deemed to purchase from each of the existing Incremental Revolving Lenders, at the principal amount thereof (together with accrued interest), such interests in the Incremental Revolving Loans and participations in Letters of Credit outstanding on the Amendment No. 6 Effective Date as shall be necessary in order that, after giving effect to all such assignments and purchases, the Incremental Revolving Loans and participations in Letters of Credit will be held by existing Incremental Revolving Lenders and 2019 Incremental Revolving Lenders ratably in accordance with their Incremental Revolving Commitments after giving effect to the addition of the 2019 Incremental Revolving Commitments to the existing Incremental Revolving Commitments.

(f)

Each 2019 Incremental Revolving Lender, the Administrative Agents and the Reaffirming Parties party hereto agree that this Amendment No. 6 shall constitute an “Incremental Facility Request” and an “Incremental Amendment” pursuant to and in accordance with Section 2.15 of the Credit Agreement and a “Loan Document” for all purposes of the Credit Agreement and the other Loan Documents. The Incremental Facility Effective Date shall be the Amendment No. 6 Effective Date.

SECTION 3. AMENDMENTS TO LOAN DOCUMENTS.


(a)	The fourth paragraph appearing under “Preliminary Statements” of the Credit Agreement is hereby amended and restated to read in its entirety as follows:

“The Borrower has requested that, on the Second Amendment Effective Date, the Third Amendment Effective Date and the Sixth Amendment Effective Date, the Incremental Revolving Lenders party to the Second Amendment, the Third Amendment and the Sixth Amendment, as applicable, make Incremental Revolving Commitments to the Borrower

for general working capital purposes (including the issuance of Letters of Credit and Bank Guarantees), and such Incremental Revolving Lenders have agreed to provide such Incremental Revolving Commitments on the terms and subject to the conditions set forth herein and in the Second Amendment, the Third Amendment or the Sixth Amendment, as applicable.”


(b)	Section 1.01 of the Credit Agreement is hereby amended by amending and restating the following defined terms to read in their entirety as follows:

“2017 Incremental Revolving Facility” has the meaning specified in the Second Amendment, as increased pursuant to the Third Amendment and the Sixth Amendment.

“Applicable Percentage” means (a) in respect of the Term Loan Facility, with respect to any Term Lender at any time, the percentage (carried out to the tenth decimal place) of the Term Loan Facility represented by (i) until the Closing Date, such Term Lender’s respective Term Loan Commitments and (ii) thereafter, the aggregate principal amount of such Term Lender’s Term Loans then outstanding, and (b) in respect of the Incremental Revolving Facilities, with respect to any Incremental Revolving Lender at any time, the percentage (carried out to the ninth decimal place) of the then available Incremental Revolving Facilities represented by such Incremental Revolving Lender’s Incremental Revolving Commitment at such time. If the commitment of each Incremental Revolving Lender to make Incremental Revolving Loans and the obligation of the L/C Issuers to make L/C Credit Extensions have been terminated pursuant to Section 8.02, or if the Incremental Revolving Commitments have expired, then the Applicable Percentage of each Incremental Revolving Lender in respect of the Incremental Revolving Facilities shall be determined based on the Applicable Percentage of such Incremental Revolving Lender in respect of the Incremental Revolving Facilities most recently in effect, giving effect to any subsequent assignments. The initial Applicable Percentage of each Term Lender in respect of the Term Loan Facility as of the Closing Date is set forth opposite the name of such Term Lender on Schedule 2.01 or in the Assignment and Assumption pursuant to which such Term Lender becomes a party hereto, as applicable. The Applicable Percentage of each Incremental Revolving Lender in respect of the Incremental Revolving Facility as of the Sixth Amendment Effective Date is set forth opposite the name of such Incremental Revolving Lender on Schedule 2 to the Sixth Amendment or in the Assignment and Assumption pursuant to which such Incremental Revolving Lender becomes a party hereto, as applicable.

“Incremental Revolving Commitment” means, as to each Incremental Revolving Lender, its obligation to (a) make Incremental Revolving Loans to the Borrower pursuant to Section 2.01(b) and (b) purchase participations in L/C Obligations, in an aggregate principal amount at any one time outstanding under such clauses (a) and (b) not to exceed the amount set forth (x) in the case of the 2017 Incremental Revolving Facility, opposite such Lender’s name on Schedule 2 to the Sixth Amendment under the caption “Incremental Revolving Commitments”, (y) in the case of any other Incremental Revolving Facility, in the applicable Incremental Amendment or (z) if applicable, in any case, in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable as such amount may be adjusted from time to time in accordance

with this Agreement. The aggregate amount of the Incremental Revolving Commitments as of the Sixth Amendment Effective Date is $565,000,000.

“Loan Documents” means this Agreement, the First Amendment, the Second Amendment, the Third Amendment, the Fourth Amendment, the Fifth Amendment, the Sixth Amendment, the Collateral Trust Agreement, the CTA Amendment (as defined in the Fourth Amendment), Amendment No. 2 to Collateral Trust Agreement, dated as of July 19, 2018, each Note, the Issuer Documents, the Fee Letters, the Guaranty, each Security Document and any ABL Intercreditor Agreement.


(c)	Section 1.01 of the Credit Agreement is hereby amended by adding the following defined terms in appropriate alphabetical order:

“Sixth Amendment” means that certain Amendment No. 6 to Credit Agreement, dated as of September 17, 2019, by and among the Borrower, the other Reaffirming Parties (as defined therein), the Incremental Revolving Lenders party thereto and the Administrative Agents (as defined therein).

“Sixth Amendment Effective Date” means the Amendment No. 6 Effective Date (as defined in the Sixth Amendment).

SECTION 4. REFERENCE TO AND EFFECT ON THE CREDIT AGREEMENT. On and after the Amendment No. 6 Effective Date, (i) each reference in the Credit Agreement to “this Agreement,” “hereunder,” “hereof” or text of like import referring to the Credit Agreement shall mean and be a reference to the Amended Credit Agreement, (ii) the 2019 Incremental Revolving Commitments shall constitute “Incremental Revolving Commitments” under the 2017 Incremental Revolving Facility and “Commitments”, in each case, under and as defined in the Amended Credit Agreement, (iii) the 2019 Incremental Revolving Loans shall constitute “Incremental Revolving Loans” under the 2017 Incremental Revolving Facility and “Loans”, in each case, under and as defined in the Amended Credit Agreement, and (iv) the 2019 Incremental Revolving Lenders shall each constitute an “Incremental Revolving Lender” and a “Lender”, in each case, under and as defined in the Amended Credit Agreement. This Amendment No. 6 shall for all purposes constitute a “Loan Document” under and as defined in the Amended Credit Agreement and the other Loan Documents.

SECTION 5. REPRESENTATIONS & WARRANTIES. In order to induce the 2019 Incremental Revolving Lenders and the Existing Administrative Agent to enter into this Amendment No. 6 and to induce the 2019 Incremental Revolving Lenders to provide the 2019 Incremental Revolving Commitments hereunder, each Loan Party hereby represents and warrants to the 2019 Incremental Revolving Lenders and the Existing Administrative Agent on and as of the Amendment No. 6 Effective Date that:


(a)	each of the representations and warranties made by the Borrower contained in Article V of the Credit Agreement and by each Loan Party contained in each other Loan Document shall be true and correct in all material respects on and as of the Amendment No. 6 Effective Date with the same effect as though made on and as of

such date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date, and except that for purposes of this Section 5, the representations and warranties contained in subsection (b) of Section 5.05 of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to clause (b) of Section 6.01 of the Credit Agreement; provided that, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality or by a reference to a Material Adverse Effect in the text thereof; provided further that all references in the representations set forth in Sections 5.01, 5.02, 5.03, 5.04, 5.06, 5.07 and 5.15 of the Credit Agreement to “Loan Documents” shall be deemed to be references to this Amendment No. 6 and the other Loan Documents (including the Credit Agreement) as amended by this Amendment No. 6; and


(b)	the schedule delivered to the Administrative Agents pursuant to Section 6(e) of this Amendment No. 6 is, to the Loan Parties’ knowledge, true and correct in all material respects on and as of the Amendment No. 6 Effective Date.

SECTION 6. CONDITIONS PRECEDENT. The effectiveness of this Amendment No. 6 and the obligation of the 2019 Incremental Revolving Lenders to provide the 2019 Incremental Revolving Commitments shall be subject to the satisfaction or waiver of the following conditions precedent (the date on which such conditions precedent are so satisfied or waived, the “Amendment No. 6 Effective Date”):


(a)	The Existing Administrative Agent shall have received a duly authorized, executed and delivered counterpart of the signature page to this Amendment No. 6 from each Loan Party named on the signature pages hereto, the Administrative Agents and the 2019 Incremental Revolving Lenders.

(b)

Any fees required to be paid on or before the Amendment No. 6 Effective Date to the Existing Administrative Agent shall have been paid and, unless waived by the Existing Administrative Agent, to the extent invoiced at least three Business Days prior to the Amendment No. 6 Effective Date, the Borrower shall have paid all expenses of the Existing Administrative Agent to the extent required to be paid pursuant to Section 10.04 of the Credit Agreement or otherwise.


(c)	No Default or Event of Default shall exist, or would result immediately, from the incurrence of the 2019 Incremental Revolving Commitments or the making of any 2019 Incremental Revolving Loans on the Amendment No. 6 Effective Date.

(d)

The representations and warranties of (i) the Borrower contained in Article V of the Credit Agreement and (ii) each Loan Party contained in each other Loan Document shall be true and correct in all material respects on and as of the Amendment No. 6 Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and except that the representations and warranties contained in subsection (b) of Section 5.05 of the Credit Agreement shall

be deemed to refer to the most recent statements furnished pursuant to clause (b) of Section 6.01 of the Credit Agreement; provided that, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality or by a reference to a Material Adverse Effect in the text thereof.

(e)

The Existing Administrative Agent shall have received a schedule in form and substance reasonably acceptable to the Administrative Agents with respect to all real property that is fee owned or leased by the Loan Parties as of the Amendment No. 6 Effective Date, which schedule shall include such information necessary to identify any Building located on Material Real Property and constituting Collateral for the purpose of obtaining a corresponding completed “Life-of-Loan” Federal Emergency Management Agency Standard Flood Hazard Determination. Such schedule is attached hereto as Schedule 6(e).


(f)	The Existing Administrative Agent shall have received a certificate signed by a Responsible Officer of the Borrower certifying that the conditions specified in clauses (c) and (d) of this Section 6 have been satisfied.


(g)	On the Amendment No. 6 Effective Date, the Existing Administrative Agent shall have received a customary opinion of Xxxxx Day, counsel to the Borrower and special New York counsel to the other Loan Parties addressed to the Administrative Agents, the Collateral Trustee and the Lenders and dated the Amendment No. 6 Effective Date.

(h)

The Existing Administrative Agent shall have received (i) such certificates of resolutions or other action, incumbency certificates and/or other certificates of duly authorized officers of each Loan Party and Gibraltar Holdings, in each case, as the Existing Administrative Agent may reasonably require evidencing the identity, authority and capacity of each officer of each Loan Party or Gibraltar Holdings and (ii) such documents and certifications as the Existing Administrative Agent may reasonably require to evidence that each Loan Party and Gibraltar Holdings is duly organized or formed, and that each Loan Party and Gibraltar Holdings is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.


(i)	The Existing Administrative Agent shall have received a solvency certificate from the chief financial officer of the Borrower in the form of Exhibit K of the Credit Agreement, which demonstrates that the Borrower and its Restricted Subsidiaries, on a consolidated basis, are, and after giving effect to the transactions contemplated hereby, will be, Solvent.


(j)	The 2019 Incremental Revolving Lenders and the Existing Administrative Agent shall have received at least three Business Days prior to the Amendment No. 6 Effective Date all documentation and other information required by regulatory authorities with respect to the Borrower and the other Loan Parties under applicable “know your

customer” and anti-money laundering rules and regulations, including without limitation the PATRIOT Act, that has been requested by the 2019 Incremental Revolving Lenders and the Existing Administrative Agent at least ten Business Days prior to the Amendment No. 6 Effective Date.

(k)

The Collateral Trustee shall have received a completed standard “life of loan” flood hazard determination form for each property that contains structures and is encumbered by a Mortgage, and if the property is located in an area designated by the U.S. Federal Emergency Management Agency (or any successor agency) as having special flood or mud slide hazards, (i) a notification from the Borrower to the Collateral Trustee (“Borrower Notice”) that flood insurance coverage under the National Flood Insurance Program (“NFIP”) created by the U.S. Congress pursuant to the National Flood Insurance Act of 1968, the Flood Disaster Protection Act of 1973, the National Flood Insurance Reform Act of 1994 and the Flood Insurance Reform Act of 2004 is not available because the applicable community does not participate in the NFIP, (ii) documentation evidencing the Collateral Trustee’s receipt of the Borrower Notice (e.g., countersigned Borrower Notice, return receipt of certified U.S. Mail, or overnight delivery), and (iii) if a Borrower Notice is required to be given and flood insurance is available in the community in which the property is located, a copy of one of the following: the flood insurance policy, the Borrower’s application for a flood insurance policy plus proof of premium payment, a declaration page confirming that flood insurance has been issued, or such other evidence of flood insurance reasonably satisfactory to the Controlling Representative (as defined in the Collateral Trust Agreement).


(l)	The Successor Administrative Agent shall have received a duly authorized, executed and delivered Resignation and Appointment Agreement, in escrow, to be effective as of the Effective Time, from the Existing Administrative Agent, the Borrower and the Successor Administrative Agent.

(m)

The Successor Administrative Agent shall have received a duly authorized, executed and delivered amendment to the Amended Credit Agreement substantially in the form attached hereto as Annex B (the “Seventh Amendment”), in escrow, to be effective as of the Amendment No. 7 Effective Date (as defined therein), from each Loan Party named on the signature pages thereto, the Successor Administrative Agent and each Lender named on the signature pages thereto.

SECTION 7. REAFFIRMATION.

(a)

To induce the 2019 Incremental Revolving Lenders and the Administrative Agents to enter into this Amendment No. 6, each of the Loan Parties and Gibraltar Holdings hereby acknowledges and reaffirms its obligations under each Loan Document to which it is a party, including, without limitation, any grant, pledge or collateral assignment of a lien or security interest, as applicable, contained therein, in each case as amended, restated, amended and restated, supplemented or otherwise modified prior to or as of the date hereof (including as amended pursuant to the First Amendment, the Second Amendment, the Third Amendment, the Fourth Amendment, the Fifth

Amendment, the Technical Amendment to Credit Agreement, dated as of July 19, 2018, and this Amendment No. 6 and the incurrence of the 2019 Incremental Revolving Commitments hereunder) (collectively, the “Reaffirmed Documents”). The Borrower acknowledges and agrees that each of the Loan Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall not be impaired or limited by the execution or effectiveness of this Amendment No. 6.

(b)

In furtherance of the foregoing Section 7(a), each Loan Party, in its capacity as a Guarantor under the Guaranty to which it is a party (in such capacity, each a “Reaffirming Loan Guarantor”), reaffirms its guarantee of the Secured Obligations under the terms and conditions of such Guaranty and agrees that such Guaranty remains in full force and effect to the extent set forth in such Guaranty and after giving effect to this Amendment No. 6 and the incurrence of the 2019 Incremental Revolving Commitments hereunder, and is hereby ratified, reaffirmed and confirmed. Each Reaffirming Loan Guarantor hereby confirms that it consents to the terms of this Amendment No. 6 and the Amended Credit Agreement and that the principal of, the interest and premium (if any) on, and fees related to, the 2019 Incremental Revolving Commitments constitute “Secured Obligations” under the Loan Documents. Each Reaffirming Loan Guarantor hereby (i) acknowledges and agrees that the Guaranty and each of the Loan Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall not be impaired or limited by the execution or effectiveness of this Amendment No. 6, (ii) acknowledges and agrees that it will continue to guarantee to the fullest extent possible in accordance with the Loan Documents the payment and performance of all Secured Obligations under each of the Loan Documents to which it is a party (including all such Secured Obligations as amended, reaffirmed and/or increased pursuant to this Amendment No. 6 and the incurrence of the 2019 Incremental Revolving Commitments hereunder) and (iii) acknowledges, agrees and warrants for the benefit of the Administrative Agents, the Collateral Trustee and each other Secured Party that there are no rights of set-off or counterclaim, nor any defenses of any kind, whether legal, equitable or otherwise, that would enable such Reaffirming Loan Guarantor to avoid or delay timely performance of its obligations under the Loan Documents.

(c)

In furtherance of the foregoing Section 7(a), Gibraltar Holdings and each of the Loan Parties that is party to any Security Document, in its capacity as a “grantor”, “pledgor” or other similar capacity under such Security Document (in such capacity, each a “Reaffirming Grantor”), hereby acknowledges that it has reviewed and consents to the terms and conditions of this Amendment No. 6 and the transactions contemplated hereby, including the extension of credit in the form of the 2019 Incremental Revolving Commitments hereunder. In addition, each Reaffirming Grantor reaffirms the security interests granted by such Reaffirming Grantor under the terms and conditions of the Security Documents (in each case, to the extent a party thereto) to secure the Secured Obligations (including all such Secured Obligations as amended, reaffirmed and/or increased pursuant to this Amendment No. 6 and the incurrence of the 2019 Incremental Revolving Commitments hereunder) and agrees that such security interests remain in full force and effect and are hereby ratified, reaffirmed and

confirmed. Each Reaffirming Grantor hereby (i) confirms that each Security Document to which it is a party or is otherwise bound and all Collateral encumbered thereby will continue to secure, to the fullest extent possible in accordance with the Security Documents, the payment and performance of the Secured Obligations (including all such Secured Obligations as amended, reaffirmed and/or increased pursuant to this Amendment No. 6 and the incurrence of the 2019 Incremental Revolving Commitments hereunder), including without limitation the payment and performance of all such applicable Secured Obligations that are joint and several obligations of each Guarantor and each Reaffirming Grantor now or hereafter existing, in each case pursuant to the terms of the Security Documents such Reaffirming Grantor is a party to, (ii) confirms its respective grant to the Collateral Trustee for the benefit of the Secured Parties of the security interest in and continuing Lien on all of such Reaffirming Grantor’s right, title and interest in, to and under all Collateral to which such Reaffirming Grantor granted a security interest in and a continuing Lien on pursuant to the terms of the Security Documents to which such Reaffirming Grantor is party to, in each case whether now owned or existing or hereafter acquired or arising and wherever located, as collateral security for the prompt and complete payment and performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise, of all applicable Secured Obligations (including all such Secured Obligations as amended, reaffirmed and/or increased pursuant to this Amendment No. 6 and the incurrence of the 2019 Incremental Revolving Commitments hereunder), subject to the terms contained in the applicable Loan Documents and (iii) confirms its respective pledges, grants of security interests and other obligations, as applicable, under and subject to the terms of each of the Security Documents to which it is a party.

(d)

Gibraltar Holdings and each Guarantor (other than the Borrower) acknowledges and agrees that (i) it is not required by the terms of the Credit Agreement or any other Loan Document to consent to this Amendment No. 6 and (ii) nothing in the Credit Agreement, this Amendment No. 6 or any other Loan Document shall be deemed to require the consent of Gibraltar Holdings or such Guarantor to any future amendment, consent or waiver of the terms of the Credit Agreement.


(e)	As promptly as practical but in no event later than 120 days after the Amendment No. 6 Effective Date, subject to extension by the Successor Administrative Agent in its sole discretion, the Borrower and applicable Guarantors shall take the actions specified in Sections 3.8(d)(1)-(3) of the Collateral Trust Agreement.


(f)	As promptly as practical but in no event later than 30 days after the Amendment No. 6 Effective Date, subject to extension by the Successor Administrative Agent in its sole discretion, Gibraltar Holdings shall execute and deliver a deed of confirmation, in form and substance reasonably satisfactory to the Successor Administrative Agent.

SECTION 8. MISCELLANEOUS PROVISIONS.


(a)	Ratification. This Amendment No. 6 is limited to the matters specified herein and shall not constitute acceptance or waiver, or, to the extent not expressly set forth

herein, an amendment or modification, of any other provision of the Credit Agreement or any other Loan Document. Nothing herein contained shall be construed as a substitution or novation of the obligations outstanding under the Credit Agreement or any other Loan Document or instruments securing the same, which shall remain in full force and effect as modified hereby or by instruments executed concurrently herewith, and each of the parties hereto acknowledges and agrees that the terms of this Amendment No. 6 constitute an amendment of the terms of pre-existing Indebtedness and the related agreement, as evidenced by the Amended Credit Agreement.


(b)	Governing Law; Submission to Jurisdiction, Consent to Service of Process, Waiver of Jury Trial, Etc. Sections 10.14 and 10.15 of the Credit Agreement are incorporated by reference herein as if such Sections appeared herein, mutatis mutandis.


(c)	Severability. Section 10.12 of the Credit Agreement is incorporated by reference herein as if such Section appeared herein, mutatis mutandis.

(d)

Counterparts; Headings. This Amendment No. 6 may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page of this Amendment No. 6 by telecopy or other electronic imaging means (i.e., “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart of this Amendment No. 6. Article and Section headings used herein are included for convenience of reference only, shall not constitute a part hereof, shall not be given any substantive effect and shall not affect the interpretation of this Amendment No. 6.


(e)	Notice. For purposes of the Credit Agreement, the notice address of each 2019 Incremental Revolving Lender shall be as set forth on Schedule 1 hereto.


(f)	Recordation of 2019 Incremental Revolving Commitments. On the Amendment No. 6 Effective Date, the Existing Administrative Agent will record in the Register the 2019 Incremental Revolving Commitments made hereunder by the 2019 Incremental Revolving Lenders as “Incremental Revolving Commitments” under the 2017 Incremental Revolving Facility.


(g)	Amendment, Modification and Waiver. This Amendment No. 6 may not be amended nor may any provision hereof be waived except pursuant to a writing signed by each of the parties hereto.

(h)

Successor Administrative Agent. Immediately upon the effectiveness of this Amendment No. 6 and upon the Effective Time, (A) the 2019 Incremental Revolving Lenders (which collectively shall constitute the Required Lenders as of the Amendment No. 6 Effective Date and the Effective Time) (i) shall be deemed to have received the requisite time period for notice related to the resignation of the Existing Administrative Agent, recognizing that this is not technically needed in the circumstances, (ii) be deemed to have appointed JPMorgan Chase Bank, N.A., as Successor Administrative Agent, and (iii) hereby acknowledge, consent and agree to

the provisions of the Resignation and Appointment Agreement as if signatories thereto, (B) the Borrower shall be deemed to have approved of such appointment, and (C) JPMorgan Chase Bank, N.A. shall be deemed to agree to serve as Successor Administrative Agent, in each case, from and after the Effective Time and pursuant to Section 9.06 of the Amended Credit Agreement.

[Remainder of page intentionally blank; signatures begin next page]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 6 to be duly executed by their respective authorized officers as of the date first above written.

PEABODY ENERGY CORPORATION, as Borrower

By: /s/ Xxxx X Xxxxxxxx

Name: Xxxx X. Xxxxxxxx

Title: Senior Vice President and Chief Accounting Officer

[Signature Page to Amendment No. 6 to Credit Agreement]

AMERICAN LAND DEVELOPMENT, LLC

AMERICAN LAND HOLDINGS OF COLORADO, LLC

AMERICAN LAND HOLDINGS OF ILLINOIS, LLC

AMERICAN LAND HOLDINGS OF INDIANA, LLC

AMERICAN LAND HOLDINGS OF KENTUCKY, LLC

BIG RIDGE, INC.

BTU WESTERN RESOURCES, INC.

COALSALES II, LLC

CONSERVANCY RESOURCES, LLC

EL SEGUNDO COAL COMPANY, LLC

HAYDEN GULCH TERMINAL, LLC

HILLSIDE RECREATIONAL LANDS, LLC

KAYENTA MOBILE HOME PARK, INC.

KENTUCKY UNITED COAL, LLC

MOFFAT COUNTY MINING, LLC

NEW MEXICO COAL RESOURCES, LLC

PEABODY AMERICA, LLC

PEABODY ARCLAR MINING, LLC

PEABODY ASSET HOLDINGS, LLC

PEABODY BEAR RUN MINING, LLC

PEABODY BEAR RUN SERVICES, LLC

PEABODY CABALLO MINING, LLC

PEABODY CARDINAL GASIFICATION, LLC

PEABODY CHINA, LLC

PEABODY COALSALES, LLC

PEABODY COALTRADE, LLC

PEABODY COLORADO OPERATIONS, LLC

PEABODY COLORADO SERVICES, LLC

PEABODY COULTERVILLE MINING, LLC

By: /s/ Xxxxx X. Xxxxxxxx

Name: Xxxxx X. Xxxxxxxx

Title: Vice President and Treasurer

[Signature Page to Amendment No. 6 to Credit Agreement]

PEABODY DEVELOPMENT COMPANY, LLC

PEABODY ELECTRICITY, LLC

PEABODY EMPLOYMENT SERVICES, LLC

PEABODY GATEWAY NORTH MINING, LLC

PEABODY GATEWAY SERVICES, LLC

PEABODY GLOBAL FUNDING, LLC

PEABODY HOLDING COMPANY, LLC

PEABODY IC FUNDING CORP.

PEABODY ILLINOIS SERVICES, LLC

PEABODY INDIANA SERVICES, LLC

PEABODY INTERNATIONAL HOLDINGS, LLC

PEABODY INTERNATIONAL INVESTMENTS, INC.

PEABODY INTERNATIONAL SERVICES, INC.

PEABODY INVESTMENTS CORP.

PEABODY MIDWEST MANAGEMENT SERVICES, LLC

PEABODY MIDWEST MINING, LLC

PEABODY MIDWEST OPERATIONS, LLC

PEABODY MIDWEST SERVICES, LLC

PEABODY MONGOLIA, LLC

PEABODY NATURAL GAS, LLC

PEABODY NATURAL RESOURCES COMPANY

PEABODY NEW MEXICO SERVICES, LLC

PEABODY OPERATIONS HOLDING, LLC

PEABODY POWDER RIVER MINING, LLC

PEABODY POWDER RIVER OPERATIONS, LLC

PEABODY POWDER RIVER SERVICES, LLC

PEABODY ROCKY MOUNTAIN MANAGEMENT SERVICES, LLC

PEABODY ROCKY MOUNTAIN SERVICES, LLC

By: /s/ Xxxxx X. Xxxxxxxx

Name: Xxxxx X. Xxxxxxxx

Title: Vice President and Treasurer

[Signature Page to Amendment No. 6 to Credit Agreement]

PEABODY SCHOOL CREEK MINING, LLC

PEABODY SERVICES HOLDINGS, LLC

PEABODY SOUTHEAST MINING, LLC

PEABODY VENEZUELA COAL CORP.

PEABODY VENTURE FUND, LLC

PEABODY WILD BOAR MINING, LLC

PEABODY WILD BOAR SERVICES, LLC

PEABODY XXXXXXXX FORK MINING, LLC

PEABODY WYOMING SERVICES, LLC

PEABODY-WATERSIDE DEVELOPMENT, L.L.C.

SAGE CREEK LAND & RESERVES, LLC

SENECA PROPERTY, LLC

SHOSHONE COAL CORPORATION

TWENTYMILE COAL, LLC

UNITED MINERALS COMPANY, LLC

By: /s/ Xxxxx X. Xxxxxxxx

Name: Xxxxx X. Xxxxxxxx

Title: Vice President and Treasurer

NGS ACQUISITION CORP., LLC

By: /s/ Xxxxx X. Xxxxxxxx

Name: Xxxxx X. Xxxxxxxx

Title: Treasurer

BIG SKY COAL COMPANY

By: /s/ Xxxxx X. Xxxx

Name: Xxxxx X. Xxxx

Title: President

[Signature Page to Amendment No. 6 to Credit Agreement]

PEABODY SAGE CREEK MINING, LLC

PEABODY TWENTYMILE MINING, LLC

PEC EQUIPMENT COMPANY, LLC

SAGE CREEK HOLDINGS, LLC

SENECA COAL COMPANY, LLC

By: /s/ Xxxxx X. Xxxxxx

Name: Xxxxx X. Xxxxxx

Title: Secretary

PEABODY WESTERN COAL COMPANY

By: /s/ Xxxx X. Xxxxxx

Name: Xxxx X. Xxxxxx

Title: Secretary

PEABODY GLOBAL HOLDINGS, LLC

By: /s/ Xxxxx X. Xxxxxxxx

Name: Xxxxx X. Xxxxxxxx

Title: Vice President and Treasurer

[Signature Page to Amendment No. 6 to Credit Agreement]

JPMORGAN CHASE BANK, N.A., as a 2019 Incremental Revolving Lender

By: /s/ Xxxxx X. Xxxxxx
    Name: Xxxxx X. Xxxxxx
    Title: Executive Director

[Signature Page to Amendment No. 6 to Credit Agreement]

XXXXXXX SACHS BANK USA, as a 2019 Incremental Revolving Lender

By: /s/ Xxxxxx X. Xxxxxxx
    Name: Xxxxxx X. Xxxxxxx
    Title: Authorized Signatory

[Signature Page to Amendment No. 6 to Credit Agreement]

CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as a 2019 Incremental Revolving Lender

By: /s/ Xxxxxxx Xxxxxxxxxxx
    Name: Xxxxxxx Xxxxxxxxxxx
    Title: Authorized Signatory

By: /s/ Xxxxxxxxxxx Xxxxxxx
    Name: Xxxxxxxxxxx Xxxxxxx
    Title: Authorized Signatory

[Signature Page to Amendment No. 6 to Credit Agreement]

DEUTSCHE BANK AG NEW YORK BRANCH, as a 2019 Incremental Revolving Lender

By: /s/ Xxxxxxx Xxxxxxx
    Name: Xxxxxxx Xxxxxxx
    Title: Vice President

By: /s/ Xxxx Xxxxx
    Name: Xxxx Xxxxx
    Title: Vice President

[Signature Page to Amendment No. 6 to Credit Agreement]

Bank Of Montreal, Chicago Branch, as a 2019 Incremental Revolving Lender

By: /s/ Xxxx Xxxxxxxx
    Name: Xxxx Xxxxxxxx
    Title: Director

[Signature Page to Amendment No. 6 to Credit Agreement]

REGIONS BANK, as a 2019 Incremental Revolving Lender

By: /s/ Xxxxxxx Xxxxxx
    Name: Xxxxxxx Xxxxxx
    Title: Director

[Signature Page to Amendment No. 6 to Credit Agreement]

COMMERCE BANK, as a 2019 Incremental Revolving Lender

By: /s/ Xxxxxxx Xxxxxxxx
    Name: Xxxxxxx Xxxxxxxx
    Title: Sr. Vice President

[Signature Page to Amendment No. 6 to Credit Agreement]

XXXXXXX SACHS BANK USA, as Existing Administrative Agent

By: /s/ Xxxxxxx Xxxxxx
    Name: Xxxxxxx Xxxxxx
    Title: Authorized Signatory

[Signature Page to Amendment No. 6 to Credit Agreement]

JPMORGAN CHASE BANK, N.A., as Successor Administrative Agent

By: /s/ Xxxxx X. Xxxxxx
    Name: Xxxxx X. Xxxxxx
    Title: Executive Director

[Signature Page to Amendment No. 6 to Credit Agreement]

SCHEDULE 1



2019 Incremental Revolving Lenders	2019 Incremental Revolving Commitments
Xxxxxxx Sachs Bank USA	$20,000,000
JPMorgan Chase Bank, N.A.	$25,000,000
Credit Suisse AG, Cayman Islands Branch	$25,000,000
Bank of Montreal, Chicago Branch	$25,000,000
Regions Bank	$50,000,000
Commerce Bank	$25,000,000



2019 Incremental Revolving Lenders	2019 Incremental Revolving Commitments
Deutsche Bank AG New York Branch	$25,000,000
TOTAL	$195,000,000

SCHEDULE 2



Incremental Revolving Lenders	Incremental Revolving Commitments	Applicable Percentage
Xxxxxxx Sachs Bank USA	$75,000,000	13.761467890%
JPMorgan Chase Bank, N.A.	$75,000,000	13.761467890%
Credit Suisse AG, Cayman Islands Branch	$75,000,000	13.000000000%
Bank of Montreal, Chicago Branch	$75,000,000	13.000000000%
Deutsche Bank AG New York Branch	$75,000,000	13.761467890%
Bank of America, N.A.	$30,000,000	5.504587155%
Macquarie Bank Limited	$25,000,000	4.587155963%
Regions Bank	$75,000,000	13.761467890%
Commerce Bank	$40,000,000	7.00000000%
TOTAL	$545,000,000	100%

SCHEDULE 6(e)



NO.	OWNER NAME	STREET ADDRESS	CITY	COUNTY	STATE	ZIP CODE	COMMENTS
1.	PEABODY SOUTHEAST MINING, LLC	8488 Xxxxx Xxx Xxxx Xx	Xxxxx	Xxxxxxxxx	XX	00000-0000	CERTIFIED BY LAT & LONG PROVIDED BY THE CUSTOMER (33.481722, -87.275556)
2.	PEABODY WESTERN COAL COMPANY	000 Xxxxxxxxx Xx	Xxxxx Xxxxxx	Xxxxxxxx	XX	00000	CERTIFIED BY COORDINATES 35.9523333, -112.147
3.	TWENTYMILE COAL, LLC	00000 Xxxxx Xxxxxx Xx #00	Xxx Xxxxx	Xxxxx	XX	00000	CERTIFIED BY COORDINATES 40.351666, -107.055833
4.	SAGE CREEK HOLDINGS, LLC	00000 Xxx 00	Xxx Xxxxx	Xxxxx	XX	00000	CERTIFIED BY STR AND COORDINATES 40.426, -107.126 XX/0 XX/0 XXXXXXX 0, X0X, X00X XXXXX XXXXXX, XX
0.	PEABODY ARCLAR MINING, LLC	000 Xxxx Xxxx Xx	Xxxxxxxx	Xxxxxx	XX	00000-0000	CERTIFIED BY COORDINATES 37.763611, -88.3888
6.	PEABODY ARCLAR MINING, LLC	000 Xxxxxxx Xx	Xxxxxxxx	Xxxxxx	XX	00000-0000	CERTIFIED BY COORDINATES 37.775, -88.391944
7.	AMERICAN LAND HOLDINGS OF ILLINOIS, LLC	00000 Xxxxx Xx	Xxxxxxxxxxxx	Xxxxxxxx	XX	00000-0000	CERTIFIED BY CORDINATES - 38.165985, -89.639818,
8.	AMERICAN LAND HOLDINGS OF ILLINOIS, LLC	00000 Xxxxx Xxxxx 00	Xxxxxxxxxxxx	Xxxxxxxx	XX	00000-0000	CERTIFIED BY COORDINATES 38.18805555, -89.62055555
9.	AMERICAN LAND HOLDINGS OF ILLINOIS, LLC	00000 Xxxxx Xx	Xxxxxxxxxxxx	Xxxxxxxx	XX	00000-0000	CERTIFIED BY LEGAL
10.	AMERICAN LAND HOLDINGS OF ILLINOIS, LLC	00000 Xxxxxxx Xxxx Xx	Xxxxxx	Xxxxxxxx	XX	00000	CERTIFY BY LEGAL
11.	AMERICAN LAND HOLDINGS OF ILLINOIS, LLC	0000 Xxx Xxxxxxx 00	Xxxxxxxxxx	Xxxxxx	XX	00000-0000	CERTIFIED BY LEGALS XX,X00,X00,X00 ,XXX,X ,X SW1/4 NE1/4 2008/300 8/11 W/D 09-15-200-002-0011
12.	AMERICAN LAND HOLDINGS OF ILLINOIS, LLC	000 Xxx Xxxxxxx 00	Xxxxxxxxxx	Xxxxxx	XX	00000-0000	CERTIFIED BY LEGALS N37D44'24.0" W88D25'33.6", XX,X00,X00,X00 ,XXX,X ,X PT SW1/4 NW1/4 2018/839 1/12 W/D



13.	AMERICAN LAND HOLDINGS OF ILLINOIS, LLC	0000 Xxx Xxxxxxx 00	Xxxxxxxx	Xxxxxx	XX	00000-0000	CERTIFIED BY LEGALS XX,X00,X00,X00 ,XXX,X ,X XX X0/0 XX0/0 0X 2021/1000 3/12 W/D 09-14-300-003-0040
14.	AMERICAN LAND HOLDINGS OF ILLINOIS, LLC	000 Xxxxxxxx Xx	Xxxxxxxx	Xxxxxx	XX	00000-0000	CERTIFIED BY LEGALS XX,X00,X00,X00 ,XXX,X ,X X0/0 XX0/0 XX0/0 2021/993 3/12 W/D 09-14-300-011-0011
15.	PEABODY ARCLAR MINING, LLC	000 Xxxx Xxxx Xx	Xxxxxxxx	Xxxxxx	XX	00000-0000	CERTIFIED BY XXXXX XX,X00,X00,X00 ,XXX,X ,X XX X0/0 SW1/4 EZ 1729/287 8/04 W/D 09-01-300-008-0021
16.	AMERICAN LAND HLDGS OF INDIANA, LLC	0000 X Xxxxxx Xxxx 000 X	Xxxxxxxx	Xxxxxxxx	XX	00000-0000	CERTIFIED BY LEGALS CEN PT NW SW 8-6-8 20.25 ACRES
17.	AMERICAN LAND HLDGS OF INDIANA, LLC	0000 X Xxxxxx Xxxx 000 X	Xxxxxxxx	Xxxxxxxx	XX	00000-0000	CERTIFIED BY LEGALS PT W1/2 NW .81AC 32-7-8
18.	AMERICAN LAND HLDGS OF INDIANA, LLC	0000 X Xxxxxx Xxxx 000 X	Xxxxxxxx	Xxxxxxxx	XX	00000-0000	CERTIFIED BY LEGALS SW NE 19-6-8 48.88AC
19.	AMERICAN LAND HLDGS OF INDIANA, LLC	0000 X Xxxxxx Xxxx 000 X	Xxxxxxxx	Xxxxxxxx	XX	00000-0000	CERTIFIED BY LEGALS PT SW COR SE NW 1.38 ac, CEN PT SE NW .62 ac
20.	AMERICAN LAND HLDGS OF INDIANA, LLC	0000 X Xxxxxx Xxxx 000 X	Xxxxxxxx	Xxxxxxxx	XX	00000	CERTIFIED BY LEGALS PT N1/2 SW FRL 7.8AC, N SIDE W END S1/2 S1/2 54AC, FRL N1/2
21.	AMERICAN LAND HLDGS OF INDIANA, LLC	0000 X Xxxxxx Xxxx 000 X	Xxxxxxxx	Xxxxxxxx	XX	00000-0000	CERTIFIED BY LEGALS 00-0-0 00.00 XXXXX XX XX XX
22.	AMERICAN LAND HLDGS OF INDIANA, LLC	0000 X Xxxxxx Xxxx 000 X	Xxxxxxxx	Xxxxxxxx	XX	00000-0000	CERTIFIED BY LEGALS 00-0-0 0XX XX XXX XX XX
23.	AMERICAN LAND HLDGS OF INDIANA, LLC	0000 X Xxxxxx Xxxx 000 X	Xxxxxxxx	Xxxxxxxx	XX	00000-0000	CERTIFIED BY LEGALS IN N PT E 1/2 NW 8.25 ACRES, N CEN PT E 1/2 NW 6.00 ACRES,
24.	AMERICAN LAND HLDGS OF INDIANA, LLC	0000 X Xxxxxx Xxxx 000 X	Xxxxxxxx	Xxxxxxxx	XX	00000-0000	CERTIFIED BY LEGALS, PT SE SW 29-7-8 5.01 ACRES
25.	AMERICAN LAND HLDGS OF INDIANA, LLC	0000 X Xxxxxx Xxxx 000 X	Xxxxxxxx	Xxxxxxxx	XX	00000-0000	CERTIFIED BY LEGALS PT E 1/2 NW 61.00 ACRES, N CEN PT E 1/2 NW 2.25 ACRES, PT SW
26.	AMERICAN LAND HLDGS OF INDIANA, LLC	0000 X Xxxxxx Xxxx 000 X	Xxxxxxxx	Xxxxxxxx	XX	00000-0000	CERTIFIED BY LEGALS PT N END W1/2 SE 1.26AC 19-7-8
27.	AMERICAN LAND HLDGS OF INDIANA, LLC	0000 X Xxxxxx Xxxx 000 X	Xxxxxxxx	Xxxxxxxx	XX	00000-0000	CERTIFIED BY LEGALS 00-0-0 0XX XX XX XX
28.	AMERICAN LAND HLDGS OF INDIANA, LLC	0000 X Xxxxxx Xxxx 000 X	Xxxxxxxx	Xxxxxxxx	XX	00000-0000	CERTIFIED BY LEGALS 00-0-0 0.00XX XX XX XX



29.	AMERICAN LAND HLDGS OF INDIANA, LLC	0000 X Xxxxxx Xxxx 000 X	Xxxxxxxx	Xxxxxxxx	XX	00000-0000	CERTIFIED BY PARCEL 00-0-0 0XX XX XX XX
30.	AMERICAN LAND HLDGS OF INDIANA, LLC	0000 X Xxxxx Xxxx 000	Xxxxxx	Xxxxxxxx	XX	00000-0000	CERTIFIED BY LAT & LONG PROVIDED BY THE CUSTOMER ( X00x00'00" X00x00'00" )
31.	AMERICAN LAND HLDGS OF INDIANA, LLC	0000 X Xxxxx Xxxx 000	Xxxxxx	Xxxxxxxx	XX	00000-0000	CERTIFIED BY LEGAL 14-7-8 PT NE NE 3.25 ACRES
32.	AMERICAN LAND HLDGS OF INDIANA, LLC	0000 X Xxxxxx Xxxx 000 X	Xxxxxxxx	Xxxxxxxx	XX	00000-0000	CERTIFIED BY XXXXX XXX XX X XX XX 00xx 04-06-08 24.000
33.	AMERICAN LAND HLDGS OF INDIANA, LLC	0000 X Xxxxxx Xxxx 000 X	Xxxxxxxx	Xxxxxxxx	XX	00000-0000	CERTIFIED BY LAT & LONG PROVIDED BY THE CUSTOMER ( X00x00'00" X00x00'00" )
34.	AMERICAN LAND HLDGS OF INDIANA, LLC	0000 X Xxxxxx Xxxx 000 X	Xxxxxxxx	Xxxxxxxx	XX	00000-0000	CERTIFIED BY LEGALS
35.	AMERICAN LAND HLDGS OF INDIANA, LLC	0000 X Xxxxxx Xxxx 000 X	Xxxxxxxx	Xxxxxxxx	XX	00000-0000	CERTIFIED BY LEGALS
36.	AMERICAN LAND HLDGS OF INDIANA, LLC	0000 X Xxxxxx Xxxx 000 X	Xxxxxxxx	Xxxxxxxx	XX	00000-0000	CERTIFIED BY LEGALS
37.	AMERICAN LAND HLDGS OF INDIANA, LLC	0000 X Xxxxxx Xxxx 000 X	Xxxxxxxx	Xxxxxxxx	XX	00000-0000	CERTIFIED BY LEGALS
38.	AMERICAN LAND HLDGS OF INDIANA, LLC	0000 X Xxxxxx Xxxx 000 X	Xxxxxxxx	Xxxxxxxx	XX	00000-0000	CERTIFIED BY LEGALS 13-7-9 .78AC PT N SIDE SE N
39.	AMERICAN LAND HLDGS OF INDIANA, LLC	0000 X Xxxxxx Xxxx 000 X	Xxxxxxxx	Xxxxxxxx	XX	00000-0000	CERTIFIED BY LEGALS 00-0-0 0.000XX XX X XXXX XX XX
40.	AMERICAN LAND HLDGS OF INDIANA, LLC	0000 X Xxxxxx Xxxx 000 X	Xxxxxxxx	Xxxxxxxx	XX	00000-0000	CERTIFIED BY XXXXX 00-0-0 00XX XX XX XX
00.	AMERICAN LAND HLDGS OF INDIANA, LLC	0000 X Xxxxxx Xxxx 000 X	Xxxxxxxx	Xxxxxxxx	XX	00000-0000	CERTIFIED BY LEAGLS PT NW SE 13-7-9 2.15AC
42.	AMERICAN LAND HLDGS OF INDIANA, LLC	0000 X Xxxxxx Xxxx 000 X	Xxxxxxxx	Xxxxxxxx	XX	00000-0000	CERTIFIED BY LEGAL 13-7-9 37.85AC NW SE
43.	AMERICAN LAND HLDGS OF INDIANA, LLC	0000 X Xxxxxx Xxxx 000 X	Xxxxxxxx	Xxxxxxxx	XX	00000-0000	CERTIFIED BY LEGALS PT N1/2 NW 1.75AC 30-7-8
44.	AMERICAN LAND HLDGS OF INDIANA, LLC	0000 X Xxxxxx Xxxx 000 X	Xxxxxxxx	Xxxxxxxx	XX	00000	CERTIFIED BY LEGALS, 13-7-9 5.256AC N SIDE SE NE
45.	AMERICAN LAND HLDGS OF INDIANA, LLC	0000 X Xxxxxx Xxxx 000 X	Xxxxxxxx	Xxxxxxxx	XX	00000-0000	CERTIFIED BY LEGAL 00-0-0 XX XX 00 ACRES
46.	AMERICAN LAND HLDGS OF INDIANA, LLC	0000 X Xxxxxx Xxxx 000 X	Xxxxxxxx	Xxxxxxxx	XX	00000-0000	CERTIFIED BY LEGALS , 18-7-8 2.00 ACRES SE COR SE NW



47.	AMERICAN LAND HLDGS OF INDIANA, LLC	0000 X Xxxxxx Xxxx 000 X	Xxxxxxxx	Xxxxxxxx	XX	00000-0000	CERTIFIED BY LEGALS , 13-7-9 5AC PT SW NE
48.	AMERICAN LAND HLDGS OF INDIANA, LLC	0000 X Xxxxxx Xxxx 000 X	Xxxxxxxx	Xxxxxxxx	XX	00000-0000	CETIFIED BY LEGALS, 00-0-0 XX X0/0 XX XX 0XX
49.	AMERICAN LAND HLDGS OF INDIANA, LLC	0000 X Xxxxxx Xxxx 000 X	Xxxxxxxx	Xxxxxxxx	XX	00000-0000	CERTIFIED BY LEGALS, 00-0-0 00.00XX XX X0/0 XX XX
50.	AMERICAN LAND HLDGS OF INDIANA, LLC	0000 X Xxxxxx Xxxx 000 X	Xxxxxxxx	Xxxxxxxx	XX	00000-0000	CERTIFIED BY LEGALS, SE SE 8-6-8 35.00 ACRES
51.	AMERICAN LAND HLDGS OF INDIANA, LLC	0000 X Xxxxxx Xxxx 000 X	Xxxxxxxx	Xxxxxxxx	XX	00000-0000	CERTIFIED BY LEGALS PT NW NE 3.284AC 19-6-8
52.	AMERICAN LAND HLDGS OF INDIANA, LLC	0000 X Xxxxxx Xxxx 000 X	Xxxxxxxx	Xxxxxxxx	XX	00000-0000	CERTIFIED BY LEGAL 00-0-0 0.00 XXXXX XX XX XX
53.	AMERICAN LAND HLDGS OF INDIANA, LLC	0000 X Xxxxxx Xxxx 000 X	Xxxxxxxx	Xxxxxxxx	XX	00000	CERTIFIED BY LEGAL NW NW + 5-6-8 40.00 ACRES
54.	AMERICAN LAND HLDGS OF INDIANA, LLC	0000 X Xxxxxx Xxxx 000 X	Xxxxxxxx	Xxxxxxxx	XX	00000-0000	CERTIFIED BY LEGAL PT S END E1/2 SW 19-7-8 1AC
55.	AMERICAN LAND HLDGS OF INDIANA, LLC	0000 X Xxxxxx Xxxx 000 X	Xxxxxxxx	Xxxxxxxx	XX	00000-0000	CERTIFIED BY LEGALS X0/0 XX XX
00.	XXXXXXXX XXXX XXXXX XX XXXXXXX, LLC	0000 X Xxxxxx Xxxx 000 X	Xxxxxxxx	Xxxxxxxx	XX	00000-0000	CERTIFIED BY LEGALS 00-0-0 00XX XX XX XXX XX
57.	AMERICAN LAND HLDGS OF INDIANA, LLC	0000 X Xxxxxx Xxxx 000 X	Xxxxxxxx	Xxxxxxxx	XX	00000-0000	CERTIFIED BY LEGALS PT E 1/2 NE NW 17-6-8 1.50 ACRES
58.	AMERICAN LAND HLDGS OF INDIANA, LLC	0000 X Xxxxxx Xxxx 000 X	Xxxxxxxx	Xxxxxxxx	XX	00000-0000	CERTIFIED BY LEGALS W 1/2 NE SW 29-7-8 20.00 ACRES
59.	AMERICAN LAND HLDGS OF INDIANA, LLC	0000 X Xxxxxx Xxxx 000 X	Xxxxxxxx	Xxxxxxxx	XX	00000-0000	CERTIFIED BY LEGALS PT NE NE 35.00 ACRES, PT NW NE NW 2.00ACNE NW 38.00 ACRES, W
60.	AMERICAN LAND HLDGS OF INDIANA, LLC	0000 X Xxxxxx Xxxx 000 X	Xxxxxxxx	Xxxxxxxx	XX	00000-0000	CERTIFIED BY LEGALS 19-7-8 4.23 ACRES PT SW NE
61.	AMERICAN LAND HLDGS OF INDIANA, LLC	0000 X 00 X	Xxxxxxxxx	Xxxxxx	XX	00000-0000	CERTIFIED BY LEGALS PT SW SE 12-2-10 2 AC C-1
62.	AMERICAN LAND HLDGS OF INDIANA, LLC	0000 X 000 X	Xxxxxxxxx	Xxxxxx	XX	00000-0000	CERTIFIED BY LEGALS XX XX XX 00-0-00 0.00 XX X-0 X-0
00.	AMERICAN LAND HLDGS OF INDIANA, LLC	000 X 000 X	Xxxxxxxxx	Xxxxxx	XX	00000-0000	CERTIFIED BY LEGAL PT SE XX 00-0-00 0 XX X-0 X-0
00.	AMERICAN LAND HLDGS OF INDIANA, LLC	00000 X 000 X	Xxxxxxx Xxxx	Xxxxxx	XX	00000-0000	CERTIFIED BY LEGAL PT N 32-3-8 1.25 AC D-19



65.	AMERICAN LAND HLDGS OF INDIANA, LLC	11915 E 0000 X	Xxxxxxx Xxxx	Xxxxxx	XX	00000-0000	CERTIFIED BY PARCEL PT E SW 31 3 8 5.00 AC D-19
66.	AMERICAN LAND HLDGS OF INDIANA, LLC	12047 E 0000 X	Xxxxxxx Xxxx	Xxxxxx	XX	00000-0000	CERTIFIED BY PARCEL PT E SW 31 3 8 6.5083 AC D-19
67.	AMERICAN LAND HLDGS OF INDIANA, LLC	0000 X Xxxxxx Xxxx 0000x	Xxxxxxx Xxxx	Xxxxxx	IN	47660	CERTIFIED BY LEGAL PT E 31-3-8 1.45 AC D-19
68.	AMERICAN LAND HLDGS OF INDIANA, LLC	0000 X 000 X	Xxxxxxxxx	Xxxxxx	XX	00000-0000	CERTIFIED BY LEGAL PT W SE 17-2-9 .60 AC D-7 C-1
69.	AMERICAN LAND HOLDINGS OF INDIANA, LLC	0000 X Xxxxxx Xxxx 000 X	Xxxxxxxx	Xxxxxxxx	XX	00000-0000	CERTIFIED BY COORDINATES 38.995, -87.27777
70.	AMERICAN LAND HOLDINGS OF INDIANA, LLC	0000 X 000 X	Xxxxxxxxx	Xxxxxx	XX	00000	38.339166, -87.416388
71.	AMERICAN LAND HOLDINGS OF INDIANA, LLC	County Road 600 S 0000 X	Xxxxxxx Xxxx	Xxxxxx	XX	00000	CERTIFIED BY COORDINATES 38.26416666, -87.36361111
72.	AMERICAN LAND HOLDINGS OF INDIANA, LLC	000 Xxxxxxxxxxx Xx	Xxxxxxxxx	Xxxxxxx	XX	00000-0000	CERTIFIED BY COORDINATES 38.158, -87.254
73.	AMERICAN LAND HOLDINGS OF INDIANA, LLC	0000 Xxxxxxxxx Xx	Xxxxxxxxx	Xxxxxxx	XX	00000-0000	38.184, -87.327
74.	AMERICAN LAND HLDGS OF INDIANA, LLC	0000 X Xxxxxx Xxxx 000 X	Xxxxxxxx	Xxxxxxxx	XX	00000-0000	CERTIFIED BY LEGALS
75.	AMERICAN LAND HLDGS OF INDIANA, LLC	0000 X Xxxxxx Xxxx 000 X	Xxxxxx	Xxxxxxxx	XX	00000-0000	CERTIFY BY LEGALS.
76.	AMERICAN LAND HLDGS OF INDIANA, LLC	0000 X Xxxxx Xxxx 000	Xxxxxx	Xxxxxxxx	XX	00000-0000	CERTIFIED BY LAT & LONG PROVIDED BY THE CUSTOMER - (N39°00'32" W87°15'36" )
77.	AMERICAN LAND HLDGS OF INDIANA, LLC	0000 X Xxxxxx Xxxx 000 X	Xxxxxxxx	Xxxxxxxx	XX	00000-0000	CERTIFIED BY LEGALS
78.	AMERICAN LAND HLDGS OF INDIANA, LLC	0000 X Xxxxxx Xxxx 000 X	Xxxxxx	Xxxxxxxx	XX	00000-0000	CERTIFIED BY LAT & LONG PROVIDED BY THE CUSTOMER - ( X00x00'00" X00x00'00" )
79.	AMERICAN LAND HLDGS OF INDIANA, LLC	0000 X Xxxxxx Xxxx 000 X	Xxxxxxxx	Xxxxxxxx	XX	00000-0000	CERTIFED BY LEGALS



80.	AMERICAN LAND HLDGS OF INDIANA, LLC	0000 X Xxxxxx Xxxx 000 X	Xxxxxxxx	Xxxxxxxx	XX	00000-0000	CERTIFIED BY LEGALS
81.	AMERICAN LAND HLDGS OF INDIANA, LLC	0000 XX-00	Xxxxxxxxx	Xxxxxxx	XX	00000	CERTIFIED BY LEGALS , PT E 1/2 NW S27 T4 R8 00 XX
00.	XXXXXXXX XXXX XXXXX XX XXXXXXX, LLC	0000 XX-00	Xxxxxxxxx	Xxxxxxx	XX	00000	CERTIFIED BY LEGALS .....PT N SIDE NE SW S22 T4 R8 2.50 A LIFE ESTATE MADDEN XXXXX & XXXX
83.	AMERICAN LAND HLDGS OF INDIANA, LLC	0000 X XXXXX XXXXX 00	Xxxxxxxxx	Xxxxxxx	XX	00000	CERTIFIED BY LEGALS ......PT SE SW. S22 T4 R8. 1.4 A.
84.	AMERICAN LAND HLDGS OF INDIANA, LLC	0000 XX-00	Xxxxxxxxx	Xxxxxxx	XX	00000	CERTIFIED BY LEGALS....PT E 1/2 NW S27 T4 R8 2. A
85.	AMERICAN LAND HLDGS OF INDIANA, LLC	0000 Xxxxxxxx Xx	Xxxxxxxxx	Xxxxxxx	XX	00000-0000	CERTIFIED BY LEGALS, X 0/0 X 0/0 XX. X00 X0 X0. 40 A.
86.	AMERICAN LAND HLDGS OF INDIANA, LLC	0000 X Xxxxx Xxxxx 00	Xxxxxxxxx	Xxxxxxx	XX	00000-0000	CERTIFIED BY LEGALS ......PT SE SW. S22 T4 R8. 11.28 A.
87.	AMERICAN LAND HLDGS OF INDIANA, LLC	0000 X Xxxxxx Xxxx 000 X	Xxxxxxxx	Xxxxxxxx	XX	00000-0000	CERTIFIED BY LAT & LONG PROVIDED BY THE CUSTOMER ( N39°03'08.8" W87°22'20.2" )
88.	AMERICAN LAND HLDGS OF INDIANA, LLC	00000 X Xxxxx Xxxxx 00	Xxxxxxxxx	Xxxxxxx	XX	00000-0000	CERTIFIED BY LEGAL PT N 1/2 SE NW S10 T4 R8 1.25 A
89.	AMERICAN LAND HLDGS OF INDIANA, LLC	0000 Xxxxxxxx Xx	Xxxxxxxxx	Xxxxxxx	XX	00000-0000	CERTIFIED BY XXXXX XX X 0/0 XX. X00 X0 X0. 13.80
90.	AMERICAN LAND HLDGS OF INDIANA, LLC	00000 Xxxxxxx Xx	Xxxxxxxxx	Xxxxxxx	XX	00000-0000	CERTIFIED BY XXXXX XX X 0/0 XX X00 X0 X0 .00 X
91.	AMERICAN LAND HLDGS OF INDIANA, LLC	00000 Xxxxxxx Xx	Xxxxxxxxx	Xxxxxxx	XX	00000-0000	CERTIFIED BY LEGAL PT E 1/2 NE S20 T4 R9 37.638 A SPLIT FROM 000-0000-0000
92.	AMERICAN LAND HLDGS OF INDIANA, LLC	00000 Xxxxxxx Xx	Xxxxxxxxx	Xxxxxxx	XX	00000-0000	CERTIFIED BY LEGAL PT E 1/2 NE S20 T4 R9 38.581 A
93.	AMERICAN LAND HLDGS OF INDIANA, LLC	0000 Xxxx Xx	Xxxxxxxxx	Xxxxxxx	XX	00000-0000	CERTIFIED BY LEGAL PARCEL 2 XXXX MINOR SUB 2.50 A
94.	AMERICAN LAND HLDGS OF INDIANA, LLC	0000 X Xxxxxx Xxxx 000 X	Xxxxxxxx	Xxxxxxxx	XX	00000-0000	CERTIFIED BY LEGAL 30-7-8 1.00 ACRE PT N 1/2 NW
95.	AMERICAN LAND HLDGS OF INDIANA, LLC	0000 X Xxxxxx Xxxx 000 X	Xxxxxxxx	Xxxxxxxx	XX	00000-0000	CERTIFIED BY XXXXX XX XX XX XX 00-00-00 .000 XXXXX
96.	AMERICAN LAND HLDGS OF INDIANA, LLC	0000 X Xxxxxx Xxxx 000 X	Xxxxxxxx	Xxxxxxxx	XX	00000-0000	CERTIFIED BY LEGALS, SE SE 18-6-8 39.5AC



97.	AMERICAN LAND HLDGS OF INDIANA, LLC	0000 X Xxxxxx Xxxx 000 X	Xxxxxxxx	Xxxxxxxx	XX	00000-0000	CERTIFIED BY LAT & LONG PROVIDED BY THE CUSTOMER ( N39°01'58" W87°18'57")
98.	AMERICAN LAND HLDGS OF INDIANA, LLC	0000 X Xxxxxx Xxxx 000 X	Xxxxxxxx	Xxxxxxxx	XX	00000	CERTIFIED BY LAT & LONG PROVIDED BY THE CUSTOMER - ( X00x00'00" X00x00'00" )
99.	AMERICAN LAND HLDGS OF INDIANA, LLC	0000 X Xxxxxx Xxxx 000 X	Xxxxxxxx	Xxxxxxxx	XX	00000-0000	CERTIFIED BY LEGALS, 0-0-0 X XXX XX XX 00 XXXXX
000.	AMERICAN LAND HLDGS OF INDIANA, LLC	0000 X Xxxxxx Xxxx 000 X	Xxxxxxxx	Xxxxxxxx	XX	00000-0000	CERTIFIED BY LEGALS, NW COR E 1/2 NW 9-6-8 12.00 ACRES
101.	AMERICAN LAND HLDGS OF INDIANA, LLC	0000 X Xxxxxx Xxxx 000 X	Xxxxxxxx	Xxxxxxxx	XX	00000-0000	CERTIFIED BY LEGALS, 82AC, 80AC, 13.33AC, 13AC, 40AC, 14.3AC OF WHICH IS
102.	AMERICAN LAND HLDGS OF INDIANA, LLC	0000 X Xxxxxx Xxxx 000 X	Xxxxxxxx	Xxxxxxxx	XX	00000-0000	CERTIFIED BY LAT & LONG PROVIDED BY THE CUSTOMER - ( X00x00'00" X00x00'00" )
103.	AMERICAN LAND HLDGS OF INDIANA, LLC	0000 X Xxxxxx Xxxx 000 X	Xxxxxxxx	Xxxxxxxx	XX	00000	CERTIFIED BY LAT & LONG PROVIDED BY THE CUSTOMER - ( N38°59'44.7" W87°20'41.4" )
104.	PEABODY NATURAL RESOURCES COMPANY	00 Xxxxx Xxxxx Xxxxxxx 000	Xxxxxx	Xxxxxxxx	XX	00000	CERTIFIED BY CO ORDINATES 35.48416666, -107.665 NW/4 XX/0 XXXXXXX 00, X00X, X0X XXXXXXXXX XXXXXX, XX
105.	PEABODY NATURAL RESOURCES COMPANY	00 Xxxxx Xxxxx Xxxxxxx 000	Xxxxxx	Xxxxxxxx	XX	00000	CERTIFY BY LEGALS 35.6469444, -107.8591666 XX/0 XX/0 XXXXXXX 0, X00X, X00X XXXXXXXXX XXXXXX, XX
000.	PEABODY POWDER RIVER MINING, LLC	000x Xxxxxxxx Xx	Xxxxxx	Xxxxxxxx	XX	00000	43.5219444, -105.273888
107.	BTU WESTERN RESOURCES, INC.	000 Xxxx Xx	Xxxxxxxx	Xxxxxxxx	XX	00000-0000	CERTIFIED BY LEGAL 43.631666, -105.268888 XX/0 XX/0 XXXXXXX 0, X00X, X00X XXXXXXXX XXXXXX, XX
000.	PEABODY CABALLO MINING, LLC	0000 Xxxxxx Xx	Xxxxxxxx	Xxxxxxxx	XX	00000-0000	CERTIFIED BY COORDINATES PROVIDED BY CUSTOMER: 44.120833, -105.345
109.	PEABODY CABALLO MINING, LLC	00000 Xxxxx Xxxxxxx 00 X	Xxxxxxxx	Xxxxxxxx	XX	00000-0000	CERTIFIED BY LEGAL 44.40555, -105.458333

ANNEX A

NOTICE OF AGENT RESIGNATION, SUCCESSOR AGENT APPOINTMENT AND AGENCY TRANSFER AGREEMENT

This Notice of Agent Resignation, Successor Agent Appointment and Agency Transfer Agreement (this “Agreement”) is entered into as of September 17, 2019, by and among Xxxxxxx Sachs Bank USA (“Xxxxxxx Sachs”) as the predecessor or retiring Administrative Agent (in such capacity, the “Predecessor Agent”) under the Credit Agreement (as defined below), JPMorgan Chase Bank, N.A. (“JPMorgan Chase”) as the successor Administrative Agent (in such capacity, the “Successor Agent”), and Peabody Energy Corporation, a Delaware corporation (the “Borrower”). Defined terms in the Credit Agreement have the same meanings where used herein, unless otherwise defined or provided herein, and matters of construction shall be applied herein as established in the Credit Agreement.

RECITALS

WHEREAS, the Borrower has entered into that certain Credit Agreement, dated as of April 3, 2017, among the Borrower, the lenders party thereto from time to time (collectively, the “Lenders” and each individually, a “Lender”) and the Predecessor Agent (as amended by that certain Amendment No. 1 to Credit Agreement, dated as of September 18, 2017, that certain Amendment No. 2 to Credit Agreement, dated as of November 17, 2017, that certain Amendment No. 3 to Credit Agreement, dated as of December 8, 2017, that certain Amendment No. 4 to Credit Agreement, dated as of April 11, 2018, that certain Amendment No. 5 to Credit Agreement, dated as of June 27, 2018, that certain Technical Amendment to Credit Agreement, dated as of July 19, 2018, and that certain Amendment No. 6 to Credit Agreement, dated as of the date hereof (the “Sixth Amendment”) and as so amended or otherwise modified and in effect immediately prior to the Effective Time (as defined below), the “Credit Agreement”).

WHEREAS, pursuant to this Agreement, Xxxxxxx Sachs is delivering a notice of its resignation as Administrative Agent to the Lenders, the L/C Issuers and the Borrower, which shall become effective as of the Effective Time; and

WHEREAS, pursuant to Section 8(h) of the Sixth Amendment, the Required Lenders are appointing JPMorgan Chase as the successor Administrative Agent, and XX Xxxxxx Chase is accepting such appointment, each effective as of the Effective Time.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which hereby are acknowledged, the parties hereto hereby agree as follows:

1. Agency Resignation and Appointment.

(a) Pursuant to Section 9.06 of the Credit Agreement, Xxxxxxx Sachs, in its capacity as Administrative Agent, hereby gives notice of its resignation as Administrative Agent, effective as of the Effective Time, and as of the Effective Time, Xxxxxxx Sachs has

no further obligations under the Loan Documents in such capacity, except as specifically set forth in this Agreement.

(b) Pursuant to Section 9.06 of the Credit Agreement and Section 8(h) of the Sixth Amendment, (A) the Required Lenders are appointing JPMorgan Chase as the successor Administrative Agent under the Credit Agreement and the other Loan Documents as of the Effective Time, and (B) the Borrower approves of the appointment of JPMorgan Chase as the Successor Agent.

(A) (i) JPMorgan Chase accepts its appointment as the Successor Agent; (ii) JPMorgan Chase shall bear no liability or responsibility for any actions taken or omitted to be taken by Xxxxxxx Sachs while it served as the Administrative Agent; and (iii) Xxxxxxx Sachs shall bear no liability or responsibility for any actions taken or omitted to be taken by JPMorgan Chase while serving as the Administrative Agent, and each party hereto agrees to execute any documentation and to take such other actions as may reasonably be necessary to evidence the resignation and appointments described herein, in each case, at the Borrower’s expense;

(B) (i) the Successor Agent succeeds to and becomes vested with all of the rights, powers, privileges and duties of the Predecessor Administrative Agent under the Credit Agreement and the other Loan Documents and (ii) the Predecessor Agent is discharged from all of its duties and obligations under the Credit Agreement or under the other Loan Documents, in each case, except as specifically set forth in this Agreement, and as of the Effective Time; and

(C) the provisions of Article XIX and Section 10.04 of the Credit Agreement, and any other reimbursement, indemnity or exculpatory provision set forth in any Loan Document for the benefit of any Agent, any sub-agent thereof or their respective Related Parties and any other provision set forth in any Loan Document that by its terms expressly survives the termination of such Loan Document for the benefit of any Agent, any sub-agent thereof or their respective Related Parties (such provisions collectively, the “Agent Provisions”) shall, in each case, (i) continue in effect for the benefit of the Predecessor Agent, its sub agents and their respective Related Parties (collectively, the “Indemnified Xxxxxxx Sachs Parties”) in respect of any actions taken or omitted to be taken by any of them, whether taken before, on or after the date of this Agreement, while it or they were acting in such capacities or any actions taken or omitted to be taken by any of them in connection with this Agreement or any of the transactions contemplated hereby and in respect of all liabilities, losses, damages, costs or expenses arising from or relating to the Loan Documents (whether now existing or hereinafter arising) and all other Indemnified Liabilities, and references in such provisions to any Agent shall be deemed to include Xxxxxxx Sachs as predecessor Administrative Agent, and (ii) inure to the benefit of the Indemnified Xxxxxxx Sachs Parties, notwithstanding the resignation of the Predecessor Agent as of the Effective Time, and

references in Article XIX and Section 10.04 of the Credit Agreement to the Administrative Agent as predecessor or retired Administrative Agent.

(d) The Borrower and the Successor Agent hereby agree that, for purposes of the acknowledgement and agreement contained in paragraph (C) of Section 1(c) of this Agreement regarding the continuing benefit of the Loan Documents for the Indemnified Xxxxxxx Sachs Parties, references to Article XIX and Section 10.04 of the Credit Agreement, including the defined terms used in such provisions, shall be deemed to refer to such provisions or defined terms in the Credit Agreement as they exist on the Effective Time, without giving effect to any amendment, waiver or other modification thereof after the Effective Time that is in any manner adverse to the Indemnified Xxxxxxx Sachs Parties.

(e) It is acknowledged and agreed by each of the parties hereto that JPMorgan Chase, in succeeding to the position of the Administrative Agent, (i) has undertaken no analysis of the Loan Documents or the Collateral and (ii) has made no determination as to (x) the validity, enforceability, effectiveness or priority of any Liens granted or purported to be granted pursuant to the Loan Documents or (y) the accuracy or sufficiency of the documents, filings, recordings and other actions taken to create, perfect or maintain the existence, perfection or priority of the Liens granted or purported to be granted pursuant to the Loan Documents. JPMorgan Chase shall be entitled to assume that, as of the date hereof, that all Liens purported to be granted pursuant to the Loan Documents are valid and perfected Liens having the priority intended by the Lenders and the Loan Documents.

(f) The Borrower expressly agrees and acknowledges that the Successor Agent is not assuming any liability (i) under or related to the Loan Documents prior to the Effective Time and (ii) for any and all claims under or related to the Loan Documents that may have arisen or accrued prior to the Effective Time. The Borrower, with respect to its and the other Loan Parties' applicable indemnification obligations under the Loan Documents, expressly agrees and confirms that the Successor Agent’s right to indemnification, as set forth in the Loan Documents, shall apply with respect to any and all losses, claims, costs and expenses that the Successor Agent suffers, incurs or is threatened with relating to actions taken or omitted by the Predecessor Agent prior to the Effective Time.

(g) It is acknowledged and agreed by the Successor Agent that the $3,500 fee otherwise owing to the Administrative Agent under the Credit Agreement for trades booked through the Predecessor Agent prior to the Effective Date but settled by the Successor Agent after the Effective Date is hereby waived by the Successor Agent.

2. Accounts. As of the Effective Time, the Borrower hereby agrees that any payment required to be made to the Successor Agent (whether for its own account or for the account of the Lenders) under the Credit Agreement shall be made pursuant to wire instructions provided by the Successor Agent to the Lenders and the Borrower from time to time.

3. Representations and Warranties.

(a) Each of Xxxxxxx Sachs, JPMorgan Chase and the Borrower hereby represents and warrants on and as of the date hereof and on and as of the Effective Time that (i) it is legally authorized to enter into this Agreement and perform its obligations hereunder, (ii) it has duly executed and delivered this Agreement, and (iii) this Agreement is a legal, valid and binding agreement of it, enforceable against it in accordance with its terms, except as may be limited by the effect of bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or limiting the rights or remedies of creditors or by general equitable principles relating to enforceability (whether enforcement is sought in equity or at law).

(b) The Predecessor Agent hereby represents and warrants that:


a.	To the best of its knowledge, as of September 17, 2019, the Loans (and accrued and unpaid interest thereon), Incremental Revolving Commitments, accrued and unpaid commitment fees and accrued and unpaid Letter of Credit fees were held by or owing to each Lender in the amounts set forth on Schedule 2 hereto.


b.	It has not consented to any assignments of any Loans or Incremental Revolving Commitments since September 10, 2019.


c.	The Predecessor Agent has not sent any notice of Default or Event of Default under the Credit Agreement or any notice or letter to any Loan Party in connection with any Event of Default under the Credit Agreement, including in connection with the reservation of the Predecessor Agent’s rights under the Credit Agreement and the other Loan Documents.


a.	Schedule 1 hereto sets forth each Loan Document to which the Predecessor Agent (in its capacity as Administrative Agent and not in any other capacity) and the Borrower are parties.


b.	As of the Effective Time, there have been no amendments, supplements or consents to the Loan Documents to which the Predecessor Agent (in its capacity as Administrative Agent and not in any other capacity) and the Borrower are parties, except as otherwise provided to the Successor Agent.


c.	No Loan Party has sent a notice to the Predecessor Agent in respect of a Default or Event of Default that has occurred and is continuing.


d.	Set forth on Schedule 3 hereto is a list of (x) each Letter of Credit outstanding as of the Effective Time and (y) each Hedge Bank as of the Effective Time.

(d) This Agreement is hereby made without representation or warranty of any kind, nature or description except as specified in paragraphs (a), (b) and (c) of this Section 3. Without limiting the generality of the foregoing, JPMorgan Chase acknowledges that Xxxxxxx Sachs has not made any representation or warranty as to (i) any recital, statement,

information, warranty or representation made or delivered by any Person in or in connection with any Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or in connection with any Loan Document, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Loan Document, (iv) any Loan Party, any Obligations, any Collateral or the legality, validity, sufficiency, collectability, enforceability, effectiveness or genuineness of any Loan Document, any Obligations or any other agreement, instrument or document, (v) the validity, extent, creation, perfection or priority of any Liens on the Collateral or the genuineness, enforceability, collectability, value, sufficiency, location or existence of any Collateral, (vi) the satisfaction of any condition set forth in Article IV of the Credit Agreement, (vii) the assets, liabilities, condition (financial or otherwise), results of operations, business, creditworthiness or legal status of any Loan Party, or (viii) the satisfaction of any condition to the effectiveness of this Agreement. Notwithstanding anything to the contrary in this Agreement or any other Credit Document, any security interests, Liens and Collateral assigned or transferred by the Predecessor Agent to the Successor Agent under or pursuant to this Agreement and any other Loan Document shall be transferred as-is, where is and without representation or warranty of any kind, whether express or implied, and without recourse to the Predecessor Agent. The Successor Agent acknowledges that it has, independently and without reliance on the Predecessor Agent and its Related Parties, made its own decision to enter into this Agreement and the transactions contemplated hereby.

4. Conditions Precedent to Effectiveness. For purposes of this Agreement, the term “Effective Time” means such time immediately following the effectiveness of the Sixth Amendment on September 17, 2019 at which all of the following conditions have been satisfied:

(a) Each of the Borrower, the Predecessor Agent and the Successor Agent shall have executed and delivered this Agreement;

(b) the Successor Agent shall have received a copy of the Register;

(c) the Successor Agent shall have received copies of all tax forms and administrative questionnaires which have been delivered by the Lenders to the Predecessor Agent;

(d) (A) the Predecessor Agent shall have received fees and expenses of its counsel required to be reimbursed or paid by the Borrower on or prior to the Effective Time under the Credit Agreement or under any other Loan Document in an amount of $95,000;

(B) the funds to satisfy the above clause (d)(A) should be sent by federal funds wire transfer to:



Bank Name:	Citibank N.A., Onx Xxxx’x Xxx, Xxx Xxxxxx, XX 00000
XBA Number:	XXXXXXXX
SWIFT:	XXXXXXXX
Account No.:	XXXXXXXX
Account Name:	Xxxxxx & Xxxxxxx LLP
Reference:	Matter No.: XXXXXXXX

5. Fees and Expenses. Each of the parties hereto hereby acknowledges and agrees that all provisions of the Credit Agreement and the other Loan Documents providing for the payment of fees and expenses of, and providing for indemnities for the benefit of, the Administrative Agent shall remain in full force and effect for the benefit of the Successor Agent. In addition, the Borrower agrees to pay all reasonable out of pocket costs and expenses of the Successor Agent and the Predecessor Agent (including, without limitation, reasonable legal fees) incurred by them in connection with the negotiation, preparation, execution and delivery of this Agreement, any related documents or otherwise provided for under the Loan Documents.

6. Further Assurances.

(a) Without limiting their obligations in any way under any of the Loan Documents, the Borrower (i) reaffirms and acknowledges its obligations to the Successor Agent with respect to the Loan Documents and (ii) agrees to (x) execute and deliver all documents as are reasonably requested by the Successor Agent to transfer the rights and privileges of the Predecessor Agent under the Loan Documents to the Successor Agent, and (y) take all actions reasonably requested by the Successor Agent to facilitate the transfer of information to the Successor Agent in connection with the Loan Documents at the Borrower’s sole cost and expense.

(b) The Predecessor Agent agrees that, on and after the Effective Time, in each case at the Borrower’s expense, the Predecessor Agent shall take such actions as may be reasonably requested by the Successor Agent from time to time in order to effect the matters covered hereby; provided that any document, instrument or agreement to be furnished or executed by, or other action to be taken by, the Predecessor Agent shall be reasonably satisfactory to it, and the Predecessor Agent shall be reasonably satisfied that the delivery of any information requested of it would not breach any confidentiality restrictions binding on it.

7. Return of Payments.

(a) In the event that, after the Effective Time, the Predecessor Agent receives any principal, interest or other amount owing to any Lender or the Successor Agent under the Credit Agreement or any other Loan Document, the Predecessor Agent agrees that such payment shall be held in trust for the Successor Agent, and the Predecessor Agent shall promptly return without setoff or counterclaim such payment to the Successor Agent, as applicable, for payment to the Person entitled thereto, in each case, at the Borrower’s expense.

(b) In the event that, after the Effective Time, the Successor Agent receives any principal, interest or other amount owing to Xxxxxxx Sachs (in its capacity as the Predecessor Agent) under the Credit Agreement or any other Loan Document, the Successor Agent agrees that such payment shall be held in trust for Xxxxxxx Sachs, and the Successor Agent shall promptly return without setoff or counterclaim such payment to Xxxxxxx Sachs.

(c) Subject to paragraph (C) of Section 1(c) of this Agreement, but notwithstanding any other provision herein or in any other Loan Document to the contrary, on and after the Effective Time, all payments of principal, interest, fees and other Obligations payable by any Loan Party under the Loan Documents to the Administrative Agent shall be payable to JPMorgan Chase, as Successor Agent, as and when such amounts become due and payable pursuant to the Loan Documents.

8. Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors and permitted assigns of each of the parties hereto.

9. Counterparts. This Agreement may be executed in any number of counterparts and by different parties hereto on separate counterparts, each of which when so executed and delivered shall be deemed to be an original, but all of which when taken together shall constitute a single instrument. Delivery of an executed counterpart of a signature page of this Agreement by facsimile transmission or by email in Adobe “.pdf” format shall be effective as delivery of a manually executed counterpart hereof.

10. Headings. The headings of this Agreement are for purposes of reference only and shall not limit or otherwise affect the meaning hereof.

11. Interpretation. This Agreement is a Loan Document for the purposes of the Credit Agreement.

12. APPLICABLE LAW. THE VALIDITY, INTERPRETATION AND ENFORCEMENT OF THIS AGREEMENT AND ANY DISPUTE ARISING OUT OF THE RELATIONSHIP BETWEEN THE PARTIES HERETO, WHETHER IN CONTRACT, TORT, EQUITY OR OTHERWISE, SHALL BE GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK BUT EXCLUDING ANY PRINCIPLES OF CONFLICTS OF LAW OR OTHER RULE OF LAW THAT WOULD CAUSE THE APPLICATION OF THE LAW OF ANY JURISDICTION OTHER THAN THE LAWS OF THE STATE OF NEW YORK.

13. WAIVER OF RIGHT TO TRIAL BY JURY. EACH PARTY HERETO HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO IN RESPECT OF THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS OR THE TRANSACTIONS RELATED HERETO OR THERETO IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY OR OTHERWISE. EACH PARTY HERETO HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY AND THAT ANY PARTY HERETO MAY FILE A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

14. Severability. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be effective to the extent of such prohibition of unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

15. Entire Agreement. This Agreement constitutes the entire contract among the parties relating to the subject matter hereof and supersedes any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. This Agreement may not be amended except by an instrument in writing signed by each of the parties hereto.

16. Entitlement to Rely. Successor Agent shall be entitled to conclusively rely upon, and shall not incur any liability for relying upon, the records and other information supplied to it by the Predecessor Agent, the Borrower, any Lender or any of their respective Affiliates, and in no event shall the Successor Agent have any liability in respect of the calculations, determinations or distributions of funds made by the Lenders, the Borrower or the Predecessor Agent prior to the effectiveness of this Agreement, nor shall the Successor Agent have any liability after the effectiveness of this Agreement to the extent that any calculation, determination or distribution of funds is made by it, in good faith, based in whole or in part on information supplied to it by the Predecessor Agent, any Lender, the Borrower or any of their respective Affiliates in connection with the transfer of the role of administrative agent under the Loan Documents from Xxxxxxx Sachs to JPMorgan Chase. It is the intention and understanding of the parties hereto that any exchange of information under this Agreement that is otherwise protected against disclosure by privilege, doctrine or rule of confidentiality (such information, “Privileged Information”), whether before or after the Effective Time (i) shall not waive any applicable privilege, doctrine or rule of protection from disclosure, (ii) shall not diminish the confidentiality of the Privileged Information and (iii) shall not be asserted as a waiver of any such privilege, doctrine or rule by the Predecessor Agent or the Successor Agent.

[Signature pages follow]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first written above.

XXXXXXX SACHS BANK USA, as Predecessor Agent

By:

Name:

Title:

[Signature Page to

Notice of Agent Resignation, Successor Agent Appointment and Agency Transfer Agreement]

JPMORGAN CHASE BANK, N.A., as Successor Agent

By:

Name:

Title:

[Signature Page to

Notice of Agent Resignation, Successor Agent Appointment and Agency Transfer Agreement]

BORROWER

PEABODY ENERGY CORPORATION

By:

Name:

Title:

[Signature Page to

Notice of Agent Resignation, Successor Agent Appointment and Agency Transfer Agreement]

Schedule 1

Loan Documents


1.	Credit Agreement, and all amendments thereto


2.	Guaranty Agreement, including joinders


3.	Collateral Trust Agreement


4.	Master Consent Agreements

Schedule 2

LOANS AND LENDER LIST

(attached)

Schedule 3

OUTSTANDING LETTERS OF CREDIT AND HEDGE BANKS

EXISTING LCS



LC Number	Issuing Bank	Beneficiary
SLC00005194	Commerce Bank	Westchester Fire Insurance Company
SLC00005200	Commerce Bank	Travelers Casualty Insurance Company of America
10000643	Xxxxxxx Sachs	Travelers Casualty Insurance Company of America
10000641	Xxxxxxx Sachs	Bond Safeguard Insurance Company and/or Lexon Insurance Company, Ironshore Specialty Insurance Company, Ironshore Indemnity, Inc.
40000032	Xxxxxxx Sachs	RGGS Land and Minerals Ltd., L.P.
NUSCGS002288	XX Xxxxxx	Atlantic Specialty Insurance Company
NUSCGS003145	XX Xxxxxx	Old Republic Insurance Company
NUSCGS003146	XX Xxxxxx	Old Republic Insurance Company
NUSCGS003198	XX Xxxxxx	Rockwood Casualty Insurance Company

HEDGE BANKS



Contracting Name	Bank Name
JPMORGAN CHASE BANK, N.A.	J.P. Xxxxxx
CREDIT SUISSE INTERNATIONAL	Credit Suisse
X. XXXX & COMPANY LLC	Xxxxxxx Sachs
DEUTSCHE BANK AG, LONDON BRANCH	Deutsche Bank
BANK OF XXXXXXXX	XXX
BANK OF AMERICA, N.A.	Bank of America
MACQUARIE BANK LIMITED	Macquaire
REGIONS BANK	Regions
COMMERCE BANK	Commerce

ANNEX B

AMENDMENT NO. 7 TO CREDIT AGREEMENT

This AMENDMENT NO. 7 TO CREDIT AGREEMENT, dated as of September 17, 2019 (this “Amendment”), among PEABODY ENERGY CORPORATION, a Delaware corporation (the “Borrower”), the other Reaffirming Parties (as defined below) party hereto, JPMORGAN CHASE BANK, N.A., as administrative agent (as successor to Xxxxxxx Sachs Bank USA in its capacity as administrative agent) (in such capacity, the “Administrative Agent”), Bank of America, N.A., as a 2019 Incremental Revolving Lender (the “2019 Incremental Revolving Lender”), each undersigned Lender with Refinancing Revolving Commitments (as defined below) (each, a “Refinancing Revolving Lender” and collectively, the “Refinancing Revolving Lenders”) and the other Lenders party hereto (such Lenders, together with the Refinancing Revolving Lenders party hereto, collectively constituting the Required Lenders).

PRELIMINARY STATEMENTS

WHEREAS, reference is made to that certain Credit Agreement, dated as of April 3, 2017, among the Borrower, the Administrative Agent and the lenders party thereto from time to time (as amended by that certain Amendment No. 1 to Credit Agreement, dated as of September 18, 2017, that certain Amendment No. 2 to Credit Agreement, dated as of November 17, 2017, that certain Amendment No. 3 to Credit Agreement, dated as of December 8, 2017, that certain Amendment No. 4 to Credit Agreement, dated as of April 11, 2018, that certain Amendment No. 5 to Credit Agreement, dated as of June 27, 2018, the certain Technical Amendment to Credit Agreement, dated as of July 19, 2018, and that certain Amendment No. 6 to Credit Agreement, dated as of September 17, 2019, and as further amended, restated, amended and restated, supplemented or otherwise modified from time to time prior to, but not including, the date hereof, the “Existing Credit Agreement” and the Existing Credit Agreement as amended pursuant hereto, including the Refinancing Amendments (as defined below) (and including all schedules thereto, in each case which schedules shall be in form and substance satisfactory to Administrative Agent, the “Credit Agreement”);

WHEREAS, pursuant to Section 2.15(a) of the Credit Agreement, the Borrower has requested to increase the principal amount of the 2019 Incremental Revolving Commitments (as defined in the Sixth Amendment) (such increase, the “Additional 2019 Incremental Revolving Commitment”) (the 2019 Incremental Revolving Commitments (as defined in the Sixth Amendment), as increased by the Additional 2019 Incremental Revolving Commitment hereunder, collectively, the “2019 Incremental Revolving Commitments”) by an aggregate principal amount of $20,000,000 pursuant to clause (b)(i) of the definition of Incremental Debt Cap, to be provided by the 2019 Incremental Revolving Lender party hereto and effective on the Seventh Amendment Effective Date (as defined below) pursuant to the terms hereof and in the Sixth Amendment and the Amended Credit Agreement (as defined in the Sixth Amendment);

WHEREAS, the 2019 Incremental Revolving Lender party hereto is prepared to provide its 2019 Incremental Revolving Commitments on the terms set forth in the Sixth Amendment and the Amended Credit Agreement in an amount equal to its 2019 Incremental Revolving Commitment set forth on Schedule 1 hereto, subject to the terms and conditions set forth herein and in the Amended Credit Agreement;

WHEREAS, upon the effectiveness of the Additional 2019 Incremental Revolving Commitment pursuant hereto, the Borrower hereby requests pursuant to Section 2.16 the Existing Credit Agreement, and the lenders party hereto as Refinancing Revolving Lenders have agreed to provide, a Refinancing Revolving Facility in an aggregate principal amount of $540,000,000 (the “Refinancing Revolving Commitments”), subject to the terms and conditions set forth herein and in the Credit

Agreement, which will replace and refinance in full all existing Revolving Commitments of such Refinancing Revolving Lenders under the Revolving Facility outstanding under the Existing Credit Agreement immediately prior to the effectiveness of the Refinancing Amendments (the “2017 Incremental Revolving Facility”);

WHEREAS, each Refinancing Revolving Lender party hereto is prepared to provide the Refinancing Revolving Commitments in an amount equal to its Refinancing Revolving Commitment set forth on Schedule 1 hereto, subject to the terms and conditions set forth herein and in the Credit Agreement;

WHEREAS, as contemplated by Section 2.16(e) of the Existing Credit Agreement, subject to the satisfaction of the conditions precedent set forth in Section 5 hereof, each of the Administrative Agent, the Refinancing Revolving Lenders party hereto and the Borrower have agreed to amend certain terms of the Existing Credit Agreement as set forth in Section 4 hereof (the “Refinancing Amendments”) in order to give effect to the Refinancing Revolving Commitments provided hereunder;

WHEREAS, each Existing Letter of Credit set forth in Schedule 1.01(g) annexed to the Credit Agreement shall be deemed to be a Letter of Credit pursuant to the Revolving Facility in effect on and after the Seventh Amendment Effective Date;

WHEREAS, each Loan Party party hereto and Gibraltar Holdings (collectively, the “Reaffirming Parties”, and each, a “Reaffirming Party”) expects to realize substantial direct and indirect benefits as a result of this Amendment becoming effective and the consummation of the transactions contemplated hereby and agrees to reaffirm its obligations under the Credit Agreement, the Security Documents, and the other Loan Documents to which it is a party;

NOW, THEREFORE, in consideration of the undertakings set forth herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows:

SECTION 9. DEFINED TERMS; INTERPRETATION; ETC. Capitalized terms used and not defined herein shall have the meanings assigned to such terms in the Credit Agreement. This Amendment is a “Loan Document” (as defined in the Existing Credit Agreement and the Credit Agreement).

SECTION 10. ADDITIONAL 2019 INCREMENTAL REVOLVING COMMITMENT.

(b) Pursuant to Section 2.15 of the Credit Agreement, and subject solely to the satisfaction of the conditions precedent set forth in Section 5 hereof, on and as of the Seventh Amendment Effective Date:

(a) The 2019 Incremental Revolving Lender party hereto hereby severally and not jointly agrees to commit to provide its 2019 Incremental Revolving Commitment set forth on Schedule 1. Such Additional 2019 Incremental Revolving Commitments shall be an increase to the Revolving Commitments of the Lender under the 2017 Incremental Revolving Facility.

(b) The 2019 Incremental Revolving Lender party hereto hereby (i) represents and warrants that (A) it has full power and authority, and has taken all action necessary, to execute and deliver this Amendment and to consummate the transactions contemplated hereby and in the Amended Credit Agreement, (B) it is an existing Lender under the Credit Agreement, (C) from and after the Seventh Amendment Effective Date, it shall be bound by the provisions of the Amended Credit Agreement, (D) it is sophisticated with respect to decisions to acquire assets of the type represented by the 2019 Incremental Revolving Commitments and the 2019 Incremental Revolving Loans and either it, or the Person

exercising discretion in making its decision to commit to provide its 2019 Incremental Revolving Commitment, is experienced in committing to commitments and loans of such type, (E) it has received a copy of the Credit Agreement, the Sixth Amendment and the other Loan Documents, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 6.01 of the Amended Credit Agreement, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Seventh Amendment and to commit to provide its respective 2019 Incremental Revolving Commitment, (F) it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Seventh Amendment and to commit to provide its respective 2019 Incremental Revolving Commitment, and (G) it has provided Borrower and the Administrative Agent any documentation required to be delivered by it pursuant to the terms of the Amended Credit Agreement (including Section 3.01(e) of the Amended Credit Agreement), duly completed and executed by the 2019 Incremental Revolving Lender; (ii) agrees that (A) it will, independently and without reliance on either the Administrative Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (B) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender; and (iii) appoints and authorizes the Administrative Agent and the Collateral Trustee to take such action as agent on its behalf and to exercise such powers under the Amended Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent and Collateral Trustee, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto.

(c) On the Seventh Amendment Effective Date, each of the existing Incremental Revolving Lenders under the Amended Credit Agreement is hereby deemed to assign to the 2019 Incremental Revolving Lender party hereto, and the 2019 Incremental Revolving Lender party hereto is hereby deemed to purchase from each of the existing Incremental Revolving Lenders, at the principal amount thereof (together with accrued interest), such interests in the Incremental Revolving Loans and participations in Letters of Credit outstanding on the Seventh Amendment Effective Date as shall be necessary in order that, after giving effect to all such assignments and purchases, the Incremental Revolving Loans and participations in Letters of Credit will be held by existing Incremental Revolving Lenders and 2019 Incremental Revolving Lender party hereto ratably in accordance with their Incremental Revolving Commitments after giving effect to the Additional 2019 Incremental Revolving Commitments to the existing Incremental Revolving Commitments.

(d) The 2019 Incremental Revolving Lender party hereto, the Administrative Agent and the Reaffirming Parties party hereto agree that this Seventh Amendment shall constitute an “Incremental Facility Request” and an “Incremental Amendment” pursuant to and in accordance with Section 2.15 of the Credit Agreement and a “Loan Document” for all purposes of the Credit Agreement and the other Loan Documents. The Incremental Facility Effective Date in respect of the Additional 2019 Incremental Revolving Commitment shall be the Seventh Amendment Effective Date.

(e) On the Seventh Amendment Effective Date, the Administrative Agent will record in the Register the Additional 2019 Incremental Revolving Commitment made hereunder by the 2019 Incremental Revolving Lender party hereto as “Incremental Revolving Commitments” under the 2017 Incremental Revolving Facility.

SECTION 11. REFINANCING REVOLVING FACILITY.

(a) Following the effectiveness of the Additional 2019 Incremental Revolving Commitment, each Refinancing Revolving Lender hereby severally commits to provide its respective Refinancing

Revolving Commitments set forth opposite such Refinancing Revolving Lender’s name on Schedule I hereto and to make its Refinancing Revolving Loans, on the terms and subject to the conditions set forth herein and the Credit Agreement:

(b) By executing and delivering this Amendment, each Refinancing Revolving Lender (including in its capacity as an L/C Issuer, if applicable) hereby (i) represents and warrants that (A) it has full power and authority, and has taken all action necessary, to execute and deliver this Amendment and to consummate the transactions contemplated hereby and in the Credit Agreement, (B) from and after the Seventh Amendment Effective Date, it shall be bound by the provisions of the Credit Agreement and, to the extent of its Refinancing Revolving Commitment, shall have the obligations of a Lender thereunder, (C) it is sophisticated with respect to decisions to acquire assets of the type represented by the Refinancing Revolving Commitments and the Revolving Loans to be incurred thereunder (such Revolving Loans, the “Refinancing Revolving Loans”) and either it, or the Person exercising discretion in making its decision to commit to provide its Refinancing Revolving Commitment, is experienced in committing to commitments and loans of such type, (D) it has received a copy of the Existing Credit Agreement, this Amendment and the other Loan Documents, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 6.01 of the Existing Credit Agreement and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Amendment and to commit to provide its respective Refinancing Revolving Commitment, and (E) it has, independently and without reliance upon Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Amendment and to commit to provide its respective Refinancing Revolving Commitment; (ii) agrees that (A) it will, independently and without reliance on the Administrative Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (B) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender; and (iii) appoints and authorizes the Administrative Agent and the Collateral Trustee to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Loan Documents as are delegated to Administrative Agent and Collateral Trustee, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto.

(c) Status as a Lender; Status as Refinancing Revolving Loans. Each Loan Party and each Refinancing Revolving Lender acknowledges and agrees that (i) upon its execution of this Amendment and the occurrence of the Seventh Amendment Effective Date, each Refinancing Revolving Lender shall continue to be a “Lender” under, and for all purposes of, the Credit Agreement and the other Loan Documents, and shall be subject to and bound by the terms thereof, and shall perform all the obligations of and shall have all rights of a Lender thereunder; (ii) notwithstanding anything to the contrary in the Credit Agreement or any Loan Document, each Refinancing Revolving Commitment shall be deemed (A) a “Revolving Commitment” under the “Revolving Facility”, and (B) except as set forth herein with respect to the Revolving Facility Maturity Date and the Applicable Rate, to have terms identical to the 2017 Incremental Revolving Facility and form part of the “Revolving Facility”, in each case, as the applicable context requires, under, and for all purposes of, the Credit Agreement and the other Loan Documents, with such terms and conditions applicable thereto in each case as specified in the Credit Agreement or such Loan Document, unless otherwise separately and specifically stated therefor in this Amendment; (iii) for purposes of Section 10.1 of the Credit Agreement, the Refinancing Revolving Loans shall be considered collectively with all other Loans for purposes of making determinations of “Required Lenders” (or for any consent requiring the consent of affected Lenders or of all of the Lenders) and shall be treated as Revolving Loans for all other purposes thereunder in accordance with the Credit Agreement; and (iv) the definition “Obligations” shall be deemed to include all unpaid principal of and accrued and unpaid interest on all Refinancing Revolving Loans. For the avoidance of doubt, each party hereto

acknowledges and agrees that it is the intention of such party that except as otherwise separately and specifically stated therefor in this Amendment or the Credit Agreement, the terms and conditions applicable to, and the provisions in the Credit Agreement and the other Loan Documents relating to, the Refinancing Revolving Loans shall be identical to the terms and conditions applicable to, and the provisions in the Credit Agreement and the other Loan Documents relating to, the Revolving Loans incurred under the Revolving Facility.

SECTION 12. AMENDMENTS TO CREDIT AGREEMENT. PURSUANT TO AND IN ACCORDANCE WITH SECTION 10.01 OF THE EXISTING CREDIT AGREEMENT, EFFECTIVE AS OF THE AMENDMENT EFFECTIVE TIME, EACH OF THE PARTIES HERETO AGREE THAT THE EXISTING CREDIT AGREEMENT SHALL BE AMENDED TO DELETE THE STRICKEN TEXT (INDICATED TEXTUALLY IN THE SAME MANNER AS THE FOLLOWING EXAMPLE: STRICKEN TEXT) AND TO ADD THE DOUBLE-UNDERLINED TEXT (INDICATED TEXTUALLY IN THE SAME MANNER AS THE FOLLOWING EXAMPLE: DOUBLE-UNDERLINED TEXT) AS SET FORTH IN THE DOCUMENT ATTACHED AS EXHIBIT A HERETO.

SECTION 13. CONDITIONS PRECEDENT. THE REFINANCING AMENDMENTS AND THE OBLIGATIONS OF THE (I) 2019 INCREMENTAL REVOLVING LENDER PARTY HERETO TO MAKE ITS ADDITIONAL 2019 INCREMENTAL REVOLVING COMMITMENT, AND (II) THEREAFTER, THE REFINANCING REVOLVING LENDERS TO PROVIDE THE REFINANCING REVOLVING COMMITMENTS AND THE AMENDMENTS SET FORTH IN SECTION 3 HEREOF SHALL BECOME EFFECTIVE ON THE DATE (THE “SEVENTH AMENDMENT EFFECTIVE DATE”) AND AT THE TIME (THE “AMENDMENT EFFECTIVE TIME”) ON AND AT WHICH THE FOLLOWING CONDITIONS PRECEDENTS ARE SATISFIED OR WAIVED IN ACCORDANCE WITH SUCH SECTION:

a. The Administrative Agent’s receipt of the following, each of which shall be:

i.executed counterparts of (a) this Amendment from each of the parties thereto, (b) an amended and restated Guaranty from each of the Loan Parties, (c) the Additional Secured Debt Designation (as defined in the Collateral Trust Agreement) from the Borrower and acknowledged by the Collateral Trustee, and (d) the Amendment No. 2 to Priority Lien Pledge and Security Agreement, dated as of the date hereof, from each of the Loan Parties, Gibraltar Holdings and the Collateral Trustee;

ii.such certificates of resolutions or other action, incumbency certificates and/or other certificates of duly authorized officers of each Loan Party and each Restricted Subsidiary party to a Loan Document, in each case, as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each officer of each Loan Party or Restricted Subsidiary executing the Loan Documents to which each Loan Party or Restricted Subsidiary is a party;

iii.such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect;

iv.the executed opinion of Xxxxx Day, counsel to the Borrower and special New York counsel to the other Loan Parties, addressed to the Administrative Agent, the Collateral Trustee and each Lender;

v.the executed opinion of Xxxxxxx Xxxxxxxxxx Xxxx LLP, special Indiana counsel to the Loan Parties, addressed to the Administrative Agent, the Collateral Trustee and each Lender;

vi.a certificate signed by a Responsible Officer of the Borrower certifying that the conditions specified in clauses (b) and (c) of this Section 4 have been satisfied;

vii.a solvency certificate from the chief financial officer of the Borrower in the form of Exhibit K to the Credit Agreement, which demonstrates that the Borrower and its Restricted Subsidiaries on a consolidated basis, are, and after giving effect to the transactions set forth in this Amendment, will be, Solvent;

b. no Default or Event of Default shall exist, or would result immediately, from transactions contemplated hereby on the Seventh Amendment Effective Date;

c. the representations and warranties of (i) the Borrower contained in Article V of the Credit Agreement and (ii) each Loan Party contained in each other Loan Document shall be true and correct in all material respects on and as of the Seventh Amendment Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and except that the representations and warranties contained in subsection (b) of Section 5.05 of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to clause (b) of Section 6.01 of the Credit Agreement; provided that, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality or by a reference to a Material Adverse Effect in the text thereof;

d. Any fees required to be paid on or before the Seventh Amendment Effective Date to the Agents, the Arrangers or the Lenders under this Amendment, the Credit Agreement, the Fee Letters or otherwise in connection with the Facilities (including the fees to be paid to the Arrangers in respect of each of their Revolving Commitments under the 2019 Refinancing Revolving Facility as set forth in the applicable Fee Letters) shall have been paid and, unless waived by the Agents, the Arrangers or the Lenders, as applicable, to the extent invoiced at least three Business Days prior to the Seventh Amendment Effective Date, the Borrower shall have paid all reasonable and documented out-of-pocket costs and expenses of the Agents, Arrangers and the Lenders (including the reasonable and documented fees and expenses of one counsel to the Agents and the Lenders, plus such additional amounts of such reasonable and documented fees and expenses (including filing fees in respect of collateral) as shall constitute its reasonable estimate of such fees and expenses incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Agents));

e. the Arrangers and the Agents shall have received at least three business days prior to the Seventh Amendment Effective Date (i) all documentation and other information required by regulatory authorities with respect to the Borrower and the other Loan Parties under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the PATRIOT Act, and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership

Certification in relation to the Borrower, in each case, that has been requested by the Arrangers or the Agents at least ten Business Days prior to the Seventh Amendment Effective Date.

For purposes of determining compliance with the conditions specified in this Section 4, each Lender that has signed this Amendment shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Seventh Amendment Effective Date specifying its objection thereto.

SECTION 14. REAFFIRMATION.

(a) To induce the Lenders and the Administrative Agent to enter into this Amendment, each of the Loan Parties and Gibraltar Holdings hereby acknowledges and reaffirms its obligations under each Loan Document to which it is a party, including, without limitation, any grant, pledge or collateral assignment of a lien or security interest, as applicable, contained therein, in each case as amended, restated, amended and restated, supplemented or otherwise modified prior to or as of the date hereof . The Borrower acknowledges and agrees that each of the Loan Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall not be impaired or limited by the execution or effectiveness of this Amendment.

(b) In furtherance of the foregoing clause (a), Gibraltar Holdings and each of the Loan Parties that is party to any Security Document, in its capacity as a “grantor”, “pledgor” or other similar capacity under such Security Document (in such capacity, each a “Reaffirming Party”), hereby acknowledges that it has reviewed and consents to the terms and conditions of this Amendment and the transactions contemplated hereby. In addition, each Reaffirming Party reaffirms the security interests granted by such Reaffirming Party under the terms and conditions of the Security Documents (in each case, to the extent a party thereto) to secure the Secured Obligations and agrees that such security interests remain in full force and effect and are hereby ratified, reaffirmed and confirmed. Each Reaffirming Party hereby (i) confirms that each Security Document to which it is a party or is otherwise bound and all Collateral encumbered thereby will continue to secure, to the fullest extent possible in accordance with the Security Documents, the payment and performance of the Secured Obligations, including without limitation the payment and performance of all such applicable Secured Obligations that are joint and several obligations of each Guarantor and each Reaffirming Party now or hereafter existing, in each case pursuant to the terms of the Security Documents such Reaffirming Party is a party to, (ii) confirms its respective grant to the Collateral Trustee for the benefit of the Secured Parties of the security interest in and continuing Lien on all of such Reaffirming Party’s right, title and interest in, to and under all Collateral to which such Reaffirming Party granted a security interest in and a continuing Lien on pursuant to the terms of the Security Documents to which such Reaffirming Party is party to, in each case whether now owned or existing or hereafter acquired or arising and wherever located, as collateral security for the prompt and complete payment and performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise, of all applicable Secured Obligations, subject to the terms contained in the applicable Loan Documents and (iii) confirms its respective pledges, grants of security interests and other obligations, as applicable, under and subject to the terms of each of the Security Documents to which it is a party.

SECTION 15. MISCELLANEOUS PROVISIONS.

(a) Governing Law; Submission to Jurisdiction, Consent to Service of Process, Waiver of Jury Trial, Etc. Sections 10.14 and 10.15 of the Existing Credit Agreement are incorporated by reference herein as if such Sections appeared herein, mutatis mutandis.

(b) Severability. Section 10.12 of the Existing Credit Agreement is incorporated by reference herein as if such Section appeared herein, mutatis mutandis.

(c) Counterparts; Headings. This Amendment may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page of this Amendment by telecopy or other electronic imaging means (i.e., “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart of this Amendment. Article and Section headings used herein are included for convenience of reference only, shall not constitute a part hereof, shall not be given any substantive effect and shall not affect the interpretation of this Amendment.

(d) Third Party Beneficiary. The Collateral Trustee shall be an express third party beneficiary of this Amendment.

(e) Amendment, Modification and Waiver. This Amendment may not be amended nor may any provision hereof be waived except pursuant to a writing signed by each of the parties hereto.

(f) Lender Consents. Each Lender party hereto (it being agreed that all of such Lenders constitute Required Lenders under the Credit Agreement) hereby (i) consents to the Administrative Agent delivering a direction in writing to the Collateral Trustee (it being agreed that such direction constitutes an Act of Required Secured Parties under the Collateral Trust Agreement) authorizing and directing the Collateral Trustee to execute Security Agreement Amendment No. 2 as set forth in the document attached as Exhibit B hereto on the Seventh Amendment Effective Date and (ii) approves the terms set forth herein and consents to the execution and delivery of Security Agreement Amendment No. 2 on the Seventh Amendment Effective Date.

[Remainder of Page Intentionally Left Blank]

IN WITNESS WHEREOF, each of the undersigned has caused its duly authorized officer to execute and deliver this Amendment as of the date first set forth above.

JPMORGAN CHASE BANK, N.A., as Administrative Agent

By: ____________________________

Name:

Title:

[Signature Page to Amendment No. 7 to Credit Agreement]

PEABODY ENERGY CORPORATION, as Borrower

By:


Name:	Title:

[Signature Page to Amendment No. 7 to Credit Agreement]

AMERICAN LAND DEVELOPMENT, LLC

AMERICAN LAND HOLDINGS OF COLORADO, LLC

AMERICAN LAND HOLDINGS OF ILLINOIS, LLC

AMERICAN LAND HOLDINGS OF INDIANA, LLC

AMERICAN LAND HOLDINGS OF KENTUCKY, LLC

BIG RIDGE, INC.

BTU WESTERN RESOURCES, INC.

COALSALES II, LLC

CONSERVANCY RESOURCES, LLC

EL SEGUNDO COAL COMPANY, LLC

HAYDEN GULCH TERMINAL, LLC

HILLSIDE RECREATIONAL LANDS, LLC

KAYENTA MOBILE HOME PARK, INC.

KENTUCKY UNITED COAL, LLC

MOFFAT COUNTY MINING, LLC

NEW MEXICO COAL RESOURCES, LLC

PEABODY AMERICA, LLC

PEABODY ARCLAR MINING, LLC

PEABODY ASSET HOLDINGS, LLC

PEABODY BEAR RUN MINING, LLC

PEABODY BEAR RUN SERVICES, LLC

PEABODY CABALLO MINING, LLC

PEABODY CARDINAL GASIFICATION, LLC

PEABODY CHINA, LLC

PEABODY COALSALES, LLC

PEABODY COALTRADE, LLC

PEABODY COLORADO OPERATIONS, LLC

PEABODY COLORADO SERVICES, LLC

PEABODY COULTERVILLE MINING, LLC

By:

Name: Xxxxx X. Xxxxxxxx

Title: Vice President and Treasurer

[Signature Page to Amendment No. 7 to Credit Agreement]

PEABODY DEVELOPMENT COMPANY, LLC

PEABODY ELECTRICITY, LLC

PEABODY EMPLOYMENT SERVICES, LLC

PEABODY GATEWAY NORTH MINING, LLC

PEABODY GATEWAY SERVICES, LLC

PEABODY GLOBAL FUNDING, LLC

PEABODY HOLDING COMPANY, LLC

PEABODY IC FUNDING CORP.

PEABODY ILLINOIS SERVICES, LLC

PEABODY INDIANA SERVICES, LLC

PEABODY INTERNATIONAL HOLDINGS, LLC

PEABODY INTERNATIONAL INVESTMENTS, INC.

PEABODY INTERNATIONAL SERVICES, INC.

PEABODY INVESTMENTS CORP.

PEABODY MIDWEST MANAGEMENT SERVICES, LLC

PEABODY MIDWEST MINING, LLC

PEABODY MIDWEST OPERATIONS, LLC

PEABODY MIDWEST SERVICES, LLC

PEABODY MONGOLIA, LLC

PEABODY NATURAL GAS, LLC

PEABODY NATURAL RESOURCES COMPANY

PEABODY NEW MEXICO SERVICES, LLC

PEABODY OPERATIONS HOLDING, LLC

PEABODY POWDER RIVER MINING, LLC

PEABODY POWDER RIVER OPERATIONS, LLC

PEABODY POWDER RIVER SERVICES, LLC

PEABODY ROCKY MOUNTAIN MANAGEMENT SERVICES, LLC

PEABODY ROCKY MOUNTAIN SERVICES, LLC

By:

Name: Xxxxx X. Xxxxxxxx

Title: Vice President and Treasurer

[Signature Page to Amendment No. 7 to Credit Agreement]

PEABODY SCHOOL CREEK MINING, LLC

PEABODY SERVICES HOLDINGS, LLC

PEABODY SOUTHEAST MINING, LLC

PEABODY VENEZUELA COAL CORP.

PEABODY VENTURE FUND, LLC

PEABODY WILD BOAR MINING, LLC

PEABODY WILD BOAR SERVICES, LLC

PEABODY XXXXXXXX FORK MINING, LLC

PEABODY WYOMING SERVICES, LLC

PEABODY-WATERSIDE DEVELOPMENT, L.L.C.

SAGE CREEK LAND & RESERVES, LLC

SENECA PROPERTY, LLC

SHOSHONE COAL CORPORATION

TWENTYMILE COAL, LLC

UNITED MINERALS COMPANY, LLC

By:

Name: Xxxxx X. Xxxxxxxx

Title: Vice President and Treasurer

NGS ACQUISITION CORP., LLC

By:

Name: Xxxxx X. Xxxxxxxx

Title: Treasurer

BIG SKY COAL COMPANY

By:

Name: Xxxxx X. Xxxx

Title: President

[Signature Page to Amendment No. 7 to Credit Agreement]

PEABODY SAGE CREEK MINING, LLC

PEABODY TWENTYMILE MINING, LLC

PEC EQUIPMENT COMPANY, LLC

SAGE CREEK HOLDINGS, LLC

SENECA COAL COMPANY, LLC

By:

Name: Xxxxx X. Xxxxxx

Title: Secretary

PEABODY WESTERN COAL COMPANY

By:

Name: Xxxx X. Xxxxxx

Title: Secretary

PEABODY GLOBAL HOLDINGS, LLC

By:

Name:

Title:

[Signature Page to Amendment No. 7 to Credit Agreement]

[ ], as Refinancing Revolving Lender and as a Lender

By: ____________________________

Name:
Title:

[Signature Page to Amendment No. 7 to Credit Agreement]

BANK OF AMERICA, N.A., as a 2019 Incremental Revolving Lender

By: ____________________________

Name:
Title:

[Signature Page to Amendment No. 7 to Credit Agreement]

SCHEDULE I

Additional 2019 Incremental Revolving Commitment



2019 Incremental Revolving Lenders	2019 Incremental Revolving Commitments
Bank of America, N.A.	$20,000,000

Refinancing Revolving Commitments



Refinancing Revolving Lenders	Refinancing Revolving Commitments	L/C Issuance Limit
Xxxxxxx Sachs Bank USA	$75,000,000	$100,000,000
JPMorgan Chase Bank, N.A.	$75,000,000	$100,000,000
Credit Suisse AG, Cayman Islands Branch	$75,000,000	$75,000,000
Bank of Montreal, Chicago Branch	$75,000,000	$75,000,000



Refinancing Revolving Lenders	Refinancing Revolving Commitments	L/C Issuance Limit
Regions Bank	$75,000,000	N/A
Commerce Bank	$40,000,000	$100,000,000
Deutsche Bank AG New York Branch	$75,000,000	$75,000,000
Bank of America, N.A.	$50,000,000	$50,000,000
TOTAL	$540,000,000

Exhibit A

Credit Agreement

Attached.

CONFORMED THROUGH AMENDMENT XX. 0, XXXXXXXXX XX. 0, XXXXXXXXX XX. 0, AMENDMENT NO. 4, AMENDMENT NO. 5, TECHNICAL AMENDMENT, AMENDMENT NO. 6 AND PROPOSED AMENDMENT NO. 7

CONFORMED TO INCLUDE

FIRST AMENDMENT, DATED SEPTEMBER 18, 2017,

SECOND AMENDMENT, DATED NOVEMBER 17, 2017,

THIRD AMENDMENT, DATED DECEMBER 18, 0000,

XXXXXX XXXXXXXXX, DATED APRIL 11, 2018,

FIFTH AMENDMENT, DATED JUNE 27, 2018 AND

TECHNICAL AMENDMENT, DATED JULY 19, 2018

CREDIT AGREEMENT

among

PEABODY ENERGY CORPORATION,

as Borrower,

XXXXXXX SACHSJPMORGAN CHASE BANK USA, N.A.,
as Administrative Agent,

and

The Other Lenders Party Hereto

Dated as of April 3, 2017

XXXXXXX SACHS BANK USA,

JPMORGAN CHASE BANK, N.A.,

XXXXXXX SACHS BANK USA,

BMO CAPITAL MARKETS CORP.,

CREDIT SUISSE LOAN FUNDING LLC,

DEUTSCHE BANK SECURITIES INC.,

REGIONS CAPITAL MARKETS,

and

CREDIT SUISSEBOFA SECURITIES (USA) LLC, INC.,

as Joint Lead Arrangers and Joint Bookrunners, as of the Seventh Amendment Effective Date

XXXXXXX SACHS BANK USA,

as Syndication Agent,

and

JPMORGAN CHASE BANK, N.A.,

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CREDIT SUISSE AG,

and

MACQUARIE CAPITAL (XXXXXXX SACHS BANK USA) INC.,

as Co-Syndication Agents, as of the Seventh Amendment Effective Date

as Co-Documentation Agentsand

COMMERCE BANK,

as Documentation Agent, as of the Seventh Amendment Effective Date

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TABLE OF CONTENTS



Section		Page

ARTICLE I. DEFINITIONS AND ACCOUNTING TERMS		1
1.01	Defined Terms	1
1.02	Other Interpretive Provisions	54
1.03	Accounting Terms	54
1.04	Exchange Rates; Currency Equivalents	55
1.05	Additional Alternative Currencies	56
1.06	Change of Currency	56
1.07	Times of Day	57
1.08	Letter of Credit Amounts	57
1.09	Negative Covenant Compliance	57
1.10	Divisions	57
1.11	Interest Rates; LIBOR Notification	57

ARTICLE II. THE COMMITMENTS AND BORROWINGS		57
2.01	The Loans	5758
2.02	Borrowings, Conversions and Continuations of the Loans	58
2.03	Letters of Credit	60
2.04	[Reserved]	6970
2.05	Prepayments and Commitment Reductions	6970
2.06	Optional Termination or Reduction of Revolving Credit Commitments	74
2.07	Repayment of Loans	75
2.08	Interest	76
2.09	Fees	7776
2.10	Computation of Interest and Fees	7877
2.11	Evidence of Debt	7877
2.12	Payments Generally; Administrative Agent's Clawback	7877
2.13	Pro Rata; Sharing of Payments by Lenders	8079
2.14	[Reserved]	8180
2.15	Incremental Debt	8180
2.16	Refinancing Debt	8483
2.17	Cash Collateral	8685
2.18	Defaulting Lenders	8786
2.19	Dutch Auction Repurchases	8887
2.20	Open Market Repurchases	9089

ARTICLE III. TAXES, YIELD PROTECTION AND ILLEGALITY		90
3.01	Taxes	90
3.02	Illegality	9493
3.03	Inability to Determine Rates	94
3.04	Increased Costs; Reserves on Eurocurrency Rate Loans	9594
3.05	Compensation for Losses	9796
3.06	Mitigation Obligations; Replacement of Lenders	9897
3.07	Survival	9897

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ARTICLE IV. CONDITIONS PRECEDENT		98
4.01	Closing Date	98
4.02	Conditions to all Credit Extensions (Including on the ClosingSeventh Amendment Effective Date)	104103

ARTICLE V. REPRESENTATIONS AND WARRANTIES		104
5.01	Existence, Qualification and Power	105104
5.02	Authorization; No Contravention	105104
5.03	Governmental Authorization	105
5.04	Binding Effect	105
5.05	Financial Statements; No Material Adverse Effect	106105
5.06	Litigation	106
5.07	No Default	106
5.08	Ownership and Identification of Property	106
5.09	Environmental Compliance	107
5.10	Insurance	108107
5.11	Taxes	108
5.12	ERISA Compliance	108
5.13	Subsidiaries	109108
5.14	Margin Regulations; Investment Company Act	109108
5.15	Disclosure	109
5.16	Compliance with Laws	109
5.17	Anti-Corruption; Sanctions; Terrorism Laws	110109
5.18	Intellectual Property; Licenses, Etc.	110
5.19	Security Documents	111110
5.20	Mines	111
5.21	Solvency	111
5.22	Labor Relations	111

ARTICLE VI. AFFIRMATIVE COVENANTS		112111
6.01	Financial Statements	112111
6.02	Certificates; Other Information	112
6.03	Notices	114113
6.04	Payment of Tax Obligations	114
6.05	Preservation of Existence	115114
6.06	Maintenance of Properties	115114
6.07	Maintenance of Insurance	115114
6.08	Compliance with Laws	115
6.09	Books and Records	116115
6.10	Inspection Rights	116115
6.11	Use of Proceeds	116
6.12	Additional Guarantors	117116
6.13	Unrestricted Subsidiaries	117116
6.14	Preparation of Environmental Reports	117
6.15	Certain Long Term Liabilities and environmental Reserves	117
6.16	Covenant to Give Security	118117
6.17	Maintenance of Ratings	121120

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6.18	Post Closing Covenants	121120
6.19	ERISA	121120

ARTICLE VII. NEGATIVE COVENANTS		121
7.01	Liens	121
7.02	Investments	124123
7.03	Indebtedness	126
7.04	Fundamental Changes	130
7.05	Dispositions	131130
7.06	Restricted Payments	133132
7.07	Change in Nature of Business	135134
7.08	Transactions with Affiliates	135134
7.09	[Reserved]	136135
7.10	Use of Proceeds	136135
7.11	Financial Covenant	136
7.12	Burdensome Agreements	136
7.13	Restrictions of Specified Subsidiaries	137
7.14	[Reserved]	138137
7.15	Fiscal Year	138137
7.16	Sale and Lease-Backs	138
7.17	Amendments or Waivers of Organizational Documents	138
7.18	RestructuringPermitted PRB-CO Joint Venture Transactions	138
7.19	Permitted Australian Restructuring Transactions	139

ARTICLE VIII. EVENTS OF DEFAULT AND REMEDIES		139138
8.01	Events of Default	139138
8.02	Remedies Upon Event of Default	141
8.03	Exclusion of Immaterial Subsidiaries	142141
8.04	Application of Funds	142141

ARTICLE IX. ADMINISTRATIVE AGENT		143
9.01	Appointment and Authority	143
9.02	Rights as a Lender	143
9.03	Exculpatory Provisions	144143
9.04	Reliance by Administrative Agent	145
9.05	Delegation of Duties	145
9.06	Resignation of Administrative Agent	146145
9.07	Non-Reliance on Administrative Agent and Other Lenders .	147146
9.08	No Other Duties, Etc	148147
9.09	Administrative Agent May File Proofs of Claim	148147
9.10	Guaranty and Collateral Matters	149148
9.11	Withholding Tax	149
9.12	Intercreditor AgreementsCollateral Trust Agreement, Collateral Matters and Specified Amendments	150149
9.13	Certain ERISA Matters	151150

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ARTICLE X. MISCELLANEOUS		153151
10.01	Amendments, Etc	153151
10.02	Notices; Effectiveness; Electronic Communication	156155
10.03	No Waiver; Cumulative Remedies	159158
10.04	Expenses; Indemnity; Damage Waiver	159158
10.05	Marshalling; Payments Set Aside	162161
10.06	Successors and Assigns	162161
10.07	Treatment of Certain Information; Confidentiality	167166
10.08	Right of Setoff	168167
10.09	usury Savings Clause	169168
10.10	Counterparts; Integration; Effectiveness	170168
10.11	Survival of Representations, Warranties	170169
10.12	Servability	170169
10.13	Replacement of Lenders	170169
10.14	Governing Law; Jurisdiction; Etc	172170
10.15	Waiver of Jury Trial	172171
10.16	USA PATRIOT Act Notice	173172
10.17	Time of the Essence	173172
10.18	[Reserved]	173172
10.19	No Advisory or Fiduciary Responsibility	173172
10.20	[Reserved]	174173
10.21	Release of Liens and Release from Guaranty	174173
10.22	Independence of Covenants	175174
10.23	Independent Nature of Lenders' Rights	175174
10.24	Acknowledgment and and Consent to Bail-In of EEA Financial Institutions	176175
10.25	Original Issue Discount	176175
10.26	Acknowledgment Regarding Any Supported QFC's	175

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SCHEDULES


1.01(a)	Guarantors


1.01(b)	Unrestricted Subsidiaries


1.01(c)	Excluded Equity Interests


1.01(d)	Real Property Marketed for Sale


1.01(e)	Reserve Areas


1.01(f)	PRB-CO Joint Venture Transactions


1.01(g)	Existing Letters of Credit


2.01	Commitments


5.08(b)	Fee Owned Material Real Property


5.08(c)	Leased Material Real Property


5.08(d)	Material Real Property for Title Opinions


5.09	Environmental Matters


5.13	Subsidiaries


5.18	Intellectual Property


5.20	Mines


6.18	Post Closing Covenants


7.01	Existing Liens


7.02	Existing Investments


7.03	Existing Indebtedness


7.05	Specified Dispositions


7.08	Transactions with Affiliates


7.12	Burdensome Agreements


10.02	Administrative Agent’s Office; Certain Addresses for Notices


10.06	Processing and Recordation Fees

EXHIBITS

Form of:


A	Borrowing Notice


B	[Reserved]


C-1	Term Note


C-2	Incremental Revolving Note


D	Amended and Restated Compliance Certificate


E	Assignment and Assumption


F	Guaranty


G	Security Agreement[Reserved]


H-1	Opinion of Xxxxx Day


H-2	Opinion of Xxxxx Stagnetto Xxxxx


H-3	Opinion of Xxxxxxx Xxxxxxxxxx Xxxx LLP


I-1	Collateral Trust Agreement[Reserved]


J	Mortgage


K	Solvency Certificate


L	Auction Procedures


M-1	U.S. Tax Compliance Certificate


M-2	U.S. Tax Compliance Certificate

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M-3	U.S. Tax Compliance Certificate


M-4	U.S. Tax Compliance Certificate

viii

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CREDIT AGREEMENT

This CREDIT AGREEMENT (as amended, restated, extended, supplemented or otherwise modified, the “Agreement”) is entered into as of April 3, 2017, among, inter alios, PEABODY ENERGY CORPORATION, a Delaware corporation (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and, individually, a “Lender”), XXXXXXX SACHS BANK USA, as Administrative Agent, XXXXXXX SACHS BANK USA, X.X. XXXXXX CHASE BANK, N.A. and CREDIT SUISSE SECURITIES (USA) LLC, as joint lead arrangers and joint bookrunners, XXXXXXX SACHS BANK USA, as syndication agent (in such capacity, the “Syndication Agent”), and JPMORGAN CHASE BANK, N.A., CREDIT SUISSE AG AND MACQUARIE CAPITAL (USA) INC., as co-documentation agents (in such capacities, the “Documentation Agents”).and JPMorgan Chase Bank, N.A. as administrative agent.

PRELIMINARY STATEMENTS

The Borrower, together with certain of its wholly-owned Domestic Subsidiaries and one subsidiary organized under the laws of Gibraltar (collectively, the “Debtors”), each filed a voluntary petition for relief under Chapter 11 of Title 11 of the United States Code on April 13, 2016.

Pursuant to the Confirmation Order, entered on March 17, 2017, the Bankruptcy Court confirmed the Debtors’ Plan of Reorganization, and the Debtors will emerge from the Bankruptcy Cases pursuant thereto (the “Exit”) on the Closing Date.

The Borrower has requested that on the Closing Date, the Term Lenders make Term Loans to the Borrower to finance a portion of the Transactions and to pay fees and expenses in connection with the Transactions (the “Transaction Costs”) and the Term Lenders have agreed to provide such Term Loans on the terms and subject to the conditions set forth herein.

The Borrower has requested that, on the Second Amendment Effective Date and the Third Amendment Effective Date, the Incremental Revolving Lenders party to the Second Amendment and the Third Amendment, as applicable, make Incremental Revolving Commitments to the Borrower for general working capital purposes (including the issuance of Letters of Credit and Bank Guarantees), and such Incremental Revolving Lenders have agreed to provide such Incremental Revolving Commitments on the terms and subject to the conditions set forth herein and in the Second Amendment or the Third Amendment, as applicable.

The Borrower has requested that, on the Seventh Amendment Effective Date, (a) the Refinancing Revolving Lenders party to the Seventh Amendment, make Refinancing Revolving Commitments (as defined therein) to the Borrower and such Refinancing Revolving Lenders have agreed to provide such Refinancing Revolving Commitments on the terms and subject to the conditions set forth herein and in the Seventh Amendment, and the letters of credit identified on Schedule 1.01(g) hereto as of the Seventh Amendment Effective Date (the “Existing Letters of Credit”) shall be deemed to be Letters of Credit for all purposes under this Agreement.

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In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

ARTICLE I.
DEFINITIONS AND ACCOUNTING TERMS

1.01 Defined Terms. As used in this Agreement, the following terms shall have the meanings set forth below:

“2017 Incremental Revolving Facility” has the meaning specified in the Second Amendment, as increased pursuant to the Third Amendment.

“2019 Refinancing Revolving Facility” means the Refinancing Revolving Facility provided by the Revolving Lenders party to the Seventh Amendment.

“A$” means the lawful currency of Australia.

“ABL Agent(s)” means each administrative agent, collateral agent, collateral trustee or other representative of the holders of ABL Obligations with respect to any ABL Facility.

“ABL Credit Documents” means the instruments or agreements executed in connection with any ABL Facility (including all security agreements, collateral assignments, mortgages, control agreements or other grants or transfers for security in favor of any ABL Agent, for the benefit of the holders of ABL Obligations) and any instrument or agreement executed in connection with any refinancings and replacements thereof to the extent permitted under the ABL Intercreditor Agreement, as each such instrument or agreement may be amended, restated, supplemented, replaced or otherwise modified from time to time in accordance with the ABL Intercreditor Agreement.

“ABL Facility” means one or more asset based lending facilities; provided that the aggregate principal amount outstanding of all ABL Facilities, together with the aggregate principal amount (or similar amount) outstanding under any Permitted Securitization Program, shall not exceed the greater of $250,000,000 and 3.5% of Consolidated Net Tangible Assets; provided, further, that no ABL Facility will be permitted at any time that any Incremental Revolving Commitments are in effect.

“ABL Intercreditor Agreement” means an intercreditor agreement to be entered into between the ABL Agent, the Collateral Trustee and the Junior Collateral Trustee that sets forth the relative priority of the Priority Liens and the Junior Liens (as each term is defined in the Collateral Trust Agreement), on the one hand, compared to the ABL Liens (as defined in the Collateral Trust Agreement), on the other hand, on substantially the terms described in Section 7.25 of the Collateral Trust Agreement and otherwise in accordance with Section 7.25 of the Collateral Trust Agreement, as the same may be amended, restated, supplemented or otherwise modified from time to time.

“ABL Obligations” means all debts, liabilities and obligations incurred by the Borrower or any Subsidiary under the ABL Credit Documents.

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“ABL Priority Collateral” has the meaning assigned to “ABL Priority Collateral” in the Collateral Trust Agreement.

“Accepting Lenders” has the meaning specified in Section 10.01(g).

Document Meta Data

Table of Contents

AMENDMENT NO. 6 TO CREDIT AGREEMENT