FORM OF DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENTIndemnification Agreement • April 3rd, 2017 • Peabody Energy Corp • Bituminous coal & lignite surface mining • Delaware
This Indemnification Agreement, dated as of [ ], is made by and between PEABODY ENERGY CORPORATION, a Delaware corporation (the “Corporation”) and [ ] (the “Indemnitee”).
SIXTH AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT DATED AS OF APRIL 3, 2017 BY AND AMONG P&L RECEIVABLES COMPANY, LLC, as Seller, PEABODY ENERGY CORPORATION, as initial Servicer, PEABODY ARCLAR MINING, LLC, PEABODY MIDWEST MINING, LLC,...Receivables Purchase Agreement • April 3rd, 2017 • Peabody Energy Corp • Bituminous coal & lignite surface mining • New York
the Seller, Peabody or any Originator seeking to adjudicate it as bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee, custodian or other similar official for it or for any substantial part of its property and, in the case of any such proceeding instituted against it (but not instituted by it), either such proceeding shall remain undismissed or unstayed for a period of 60 days, or any of the actions sought in such proceeding (including the entry of an order for relief against, or the appointment of a receiver, trustee, custodian or other similar official for, it or for any substantial part of its property) shall occur; or the Seller, Peabody or any Originator shall take any corporate or organizational action to aut
WARRANT AGREEMENTWarrant Agreement • April 3rd, 2017 • Peabody Energy Corp • Bituminous coal & lignite surface mining • New York
THIS WARRANT AGREEMENT (this “Agreement”) is made as of the 3rd day of April, 2017 by and between Peabody Energy Corporation, a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company (the “Warrant Agent”).
CREDIT AGREEMENT among PEABODY ENERGY CORPORATION, as Borrower, GOLDMAN SACHS BANK USA, as Administrative Agent, and The Other Lenders Party Hereto Dated as of April 3, 2017 GOLDMAN SACHS BANK USA, JPMORGAN CHASE BANK, N.A., and CREDIT SUISSE...Credit Agreement • April 3rd, 2017 • Peabody Energy Corp • Bituminous coal & lignite surface mining • New York
This CREDIT AGREEMENT (as amended, restated, extended, supplemented or otherwise modified, the “Agreement”) is entered into as of April 3, 2017, among PEABODY ENERGY CORPORATION, a Delaware corporation (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and, individually, a “Lender”), GOLDMAN SACHS BANK USA, as Administrative Agent, GOLDMAN SACHS BANK USA, J.P. MORGAN CHASE BANK, N.A. and CREDIT SUISSE SECURITIES (USA) LLC, as joint lead arrangers and joint bookrunners, GOLDMAN 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”).
EXHIBIT A RESTRICTIVE COVENANT AGREEMENTRestrictive Covenant Agreement • April 3rd, 2017 • Peabody Energy Corp • Bituminous coal & lignite surface mining • Missouri
THIS RESTRICTIVE COVENANT AGREEMENT (the “RCA”) dated April 3, 2017, is by and between PEABODY ENERGY CORPORATION, a Delaware corporation (the “Company”), and (“Grantee”).
PEABODY ENERGY CORPORATION RESTRICTED STOCK UNIT AGREEMENT2017 Incentive Plan • April 3rd, 2017 • Peabody Energy Corp • Bituminous coal & lignite surface mining • Delaware
THIS AGREEMENT (the “Agreement”), effective as of [ ], 2017, is made by and between PEABODY ENERGY CORPORATION, a Delaware corporation (the “Company”), and the undersigned employee of the Company or a Subsidiary of the Company (the “Grantee”). The Grant Date for the Restricted Stock Units evidenced by this Agreement is [ ], 2017 (the “Grant Date”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 3rd, 2017 • Peabody Energy Corp • Bituminous coal & lignite surface mining • New York
This Registration Rights Agreement (as amended from time to time, this “Agreement”) is dated as of April 3, 2017 and is between Peabody Energy Corporation, a Delaware corporation (the “Company”), and the holders listed on Schedule 1 hereto (collectively, the “Initial Holders” and, each individually, an “Initial Holder”), together with any person or entity that hereafter becomes a party to this Agreement pursuant to Section 6.1 of this Agreement, a “Holder” and collectively, the “Holders”).
FIRST SUPPLEMENTAL INDENTURESupplemental Indenture • April 3rd, 2017 • Peabody Energy Corp • Bituminous coal & lignite surface mining • New York
FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of April 3, 2017, among Peabody Energy Corporation, a Delaware corporation (the “Successor Issuer”), Peabody Securities Finance Corporation, a Delaware corporation (the “Escrow Issuer”), each of the Guarantors listed on the signature pages hereto (each, a “Guaranteeing Subsidiary” and collectively, the “Guaranteeing Subsidiaries”) and Wilmington Trust, National Association, as trustee under the Indenture referred to below (the “Trustee”).
