PRIVATE PLACEMENT AGREEMENT AMONG PEABODY ENERGY CORPORATION AND THE PRIVATE PLACEMENT PARTIES PARTY HERETO Dated as of December 22, 2016Private Placement Agreement • December 23rd, 2016 • Peabody Energy Corp • Bituminous coal & lignite surface mining • New York
THIS PRIVATE PLACEMENT AGREEMENT (this “Agreement”), dated as of December 22, 2016, is made by and among Peabody Energy Corporation, a Delaware corporation (the “Company”), on behalf of itself and each of its direct and indirect debtor subsidiaries (each a “Debtor” and, collectively, the “Debtors” and, together with their non-Debtor affiliates, the “Company Group”) on the one hand, and each Private Placement Party (as defined below), on the other hand. The Company and each Private Placement Party is referred to herein, individually, as a “Party” and, collectively, as the “Parties”. Capitalized terms that are used but not otherwise defined in this Agreement shall have the meanings given to them in Section 1.1 hereof or, if not defined therein, shall have the meanings given to them in the Plan.
PLAN SUPPORT AGREEMENTPlan Support Agreement • December 23rd, 2016 • Peabody Energy Corp • Bituminous coal & lignite surface mining • New York
Each of the parties named above is a “Party,” and collectively they are the “Parties.” All capitalized terms not defined herein have the meanings ascribed to them in the Restructuring Term Sheet (as defined below and as attached hereto as Exhibit 1).
BACKSTOP COMMITMENT AGREEMENT AMONGBackstop Commitment Agreement • December 23rd, 2016 • Peabody Energy Corp • Bituminous coal & lignite surface mining • New York
THIS BACKSTOP COMMITMENT AGREEMENT (this “Agreement”), dated as of December 22, 2016, is made by and among Peabody Energy Corporation, a Delaware corporation (the “Company”), on behalf of itself and each of its direct and indirect debtor subsidiaries (each a “Debtor” and, collectively, the “Debtors” and, together with their non-Debtor affiliates, the “Company Group”) on the one hand, and each Commitment Party (as defined below), on the other hand. The Company and each Commitment Party is referred to herein, individually, as a “Party” and, collectively, as the “Parties”. Capitalized terms that are used but not otherwise defined in this Agreement shall have the meanings given to them in Section 1.1 hereof or, if not defined therein, shall have the meanings given to them in the Plan.
ContractPeabody Energy Corp • December 23rd, 2016 • Bituminous coal & lignite surface mining
Peabody Energy Corporation (U.S.) Peabody Investments Corp. (U.S.) 90% 10% Peabody IC Funding Corp. (U.S.) Peabody Investments (Gibraltar) Limited (“Gib 2”) Peabody Energy Australia Pty Ltd (“PEA”) (Australia) Loan #2 USD ~5.8B Peabody Holdings (Gibraltar) Limited (“Gib 1”) Peabody IC Holdings LLC (U.S.) Loan #2a USD ~5.8B Peabody International Investments, Inc. (U.S.) Loan #1 PIC/PEA S/T Loan USD ~985M Foreign Intercompany Debt Structure 12-22-2016 Abbreviated Structure Privileged and Confidential Prepared at Request of Counsel For Discussion Purposes Only Exhibit 99.6
