Common use of Conditions Precedent to Effectiveness Clause in Contracts

Conditions Precedent to Effectiveness. This Eighth Amendment shall become effective as of the date hereof only upon satisfaction of the following conditions precedent: (a) the due execution and delivery of a counterpart signature page to this Eighth Amendment by each of Borrower, Guarantor, the undersigned Lender (constituting all Lenders under the Credit Agreement as of the Eighth Amendment Effective Date), Administrative Agent and Hermes Agent; (b) receipt by Administrative Agent of a duly executed copy of (i) the New Foresight Energy Secured Credit Agreement, which shall have been amended and restated on terms reasonably satisfactory to Administrative Agent and (ii) such other agreements evidencing the Refinancing as Administrative Agent shall reasonably request; (c) receipt by Administrative Agent and Hermes Agent of the following, each in form and substance reasonably satisfactory to Administrative Agent: (i) copies of each Organizational Document of each of the Credit Parties, in form and substance reasonably satisfactory to Administrative Agent, executed and delivered by each Credit Party and certified as of the Execution Date by a Responsible Officer of such Credit Party as being in full force and effect without modification or amendment; (ii) signature and incumbency certificates of the Responsible Office of each Credit Party executing this Eighth Amendment; (iii) resolutions of the Board of Directors or similar governing body of each Credit Party approving and authorizing the execution, delivery and performance of this Eighth Amendment and the agreements executed and documents delivered in connection herewith, certified as of the Eight Amendment Effective Date by a Responsible Officer of each Credit Party as being in full force and effect without modification or amendment; (iv) a good standing certificate from the applicable Governmental Authority of each Credit Party’s jurisdiction of formation dated a recent date; (d) receipt by Administrative Agent and Hermes Agent of an acknowledgment from Hermes of the amendments contemplated by this Eighth Amendment, which acknowledgment shall be in form and substance satisfactory to Administrative Agent and Hermes Agent; (e) receipt by Administrative Agent of reasonably requested “know your customer” materials and documentation; (f) Borrower shall have paid to the Administrative Agent on the Effective Date, for the ratable benefit of the undersigned Lender (constituting all Lenders under the Credit Agreement as of the Effective Date), a work fee in the amount of $100,000; and (g) receipt by Administrative Agent and the undersigned Lender (constituting all Lenders under the Credit Agreement as of the Eighth Amendment Effective Date) of the reimbursement or payment of all reasonable and documented out-of-pocket costs and expenses incurred by it or any of its Affiliates in connection with the preparation, negotiation and execution of this Eighth Amendment or any document, instrument, agreement delivered pursuant to this Eighth Amendment, and all other reasonable and documented costs and expenses of the Administrative Agent described in Section 12.8.1 of the Credit Agreement, to the extent invoiced at least two (2) Business Days prior to the Eighth Amendment Effective Date.

Conditions Precedent to Effectiveness. This Eighth The effectiveness of this Amendment shall become effective as of is subject to the date hereof only upon satisfaction of the following conditions precedent:, unless specifically waived in writing by Agent (the date on which the conditions have been satisfied or waived in writing by Agent, the “Effective Date”): (a) Agent shall have received a duly executed version of the due execution following documents, in each case, in form and delivery of a counterpart signature page substance satisfactory to Agent: (i) this Eighth Amendment by each of BorrowerAmendment; (ii) that certain Officer’s Closing Certificate, Guarantor, the undersigned Lender (constituting all Lenders under the Credit Agreement dated as of the Eighth Amendment Effective Date)date hereof, Administrative Agent and Hermes made by ▇▇▇▇▇▇▇ in favor of Agent; (biii) receipt by Administrative a certificate of the Secretary or Assistant Secretary (or other equivalent officer, partner or manager) of each Borrower in form and substance satisfactory to Agent dated as of a duly executed copy of the date hereof which shall certify (i) the New Foresight Energy Secured Credit Agreement, which shall have been amended and restated on terms reasonably satisfactory to Administrative Agent and (ii) such other agreements evidencing the Refinancing as Administrative Agent shall reasonably request; (c) receipt by Administrative Agent and Hermes Agent copies of the following, each resolutions in form and substance reasonably satisfactory to Administrative Agent: (i) copies of each Organizational Document of each , of the Credit Partiesboard of directors (or other equivalent governing body, in form and substance reasonably satisfactory to Administrative Agent, executed and delivered by each Credit Party and certified as of the Execution Date by a Responsible Officer member or partner) of such Credit Party as being in full force and effect without modification or amendment; (ii) signature and incumbency certificates of the Responsible Office of each Credit Party executing this Eighth Amendment; (iii) resolutions of the Board of Directors or similar governing body of each Credit Party approving and Borrower authorizing the execution, delivery and performance of this Eighth Amendment and any Other Document related thereto, (ii) the agreements executed incumbency and documents delivered in connection herewith, certified as signature of the Eight officers of such Borrower authorized to execute this Amendment Effective Date and such Other Documents, (iii) copies of the Organizational Documents of such Borrower as in effect on such date, complete with all amendments thereto, certified, in the case of any Certificate of Formation, Certificate of Incorporation or related document, by a Responsible Officer the Secretary of each State or other appropriate official of such Borrower’s jurisdiction [Innovex] Third Amendment to 2nd A&R Credit Party Agreement and Limited Consent of formation not more than thirty (30) days prior to the date hereof and (iv) the good standing (or equivalent status) of such Borrower in its jurisdiction of organization, as being in full force and effect without modification evidenced by good standing certificate(s) (or amendmentthe equivalent thereof issued by any applicable jurisdiction) dated not more than thirty (30) days prior to the date hereof, issued by the Secretary of State or other appropriate official of such jurisdiction; (iv) a good standing certificate from executed legal opinions of ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇ LLP and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, which shall cover such matters incident to the applicable Governmental Authority transactions contemplated by this Amendment and related agreements as Agent may reasonably require; and (v) all other documents and information as shall be reasonably requested by Agent or any Lender; (b) Agent shall have received updated lien searches on each Borrower, the results of each which shall be satisfactory to the Agent and the Required Lenders and shall reveal no liens other than Permitted Encumbrances; (c) The representations and warranties made by the Loan Parties contained herein and in the Credit Party’s jurisdiction Agreement, as amended hereby, and the Other Documents, shall be true and correct in all material respects (without duplication of formation dated a recent any materiality qualifier contained therein) as of the date hereof, as if those representations and warranties were made for the first time on such date, except for those representations and warranties that are specifically made as of another date which shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such other date; (d) receipt by Administrative Agent and Hermes Agent No Default or Event of an acknowledgment from Hermes Default shall exist under the Credit Agreement or any of the amendments contemplated by Other Documents, and no Default or Event of Default will result under the Credit Agreement or any Other Documents from the execution, delivery or performance of this Eighth Amendment, which acknowledgment shall be in form and substance satisfactory to Administrative Agent and Hermes Agent;; and (e) receipt by Administrative Agent of reasonably requested “know your customer” materials and documentation; (f) Borrower shall have paid to the Administrative Agent on the Effective Date, for the ratable benefit of the undersigned Lender (constituting all Lenders under the Credit Agreement as of the Effective Date), a work fee in the amount of $100,000; and (g) receipt by Administrative Agent and the undersigned Lender (constituting all Lenders under the Credit Agreement as of the Eighth Amendment Effective Date) of the reimbursement or received payment of all reasonable and documented out-of-pocket costs fees and expenses incurred by it or any of its Affiliates Agent and the Required Lenders in connection with the preparation, negotiation and execution of this Eighth Amendment or any document, instrument, agreement delivered pursuant to this Eighth Amendment, and all other reasonable and documented costs and expenses of the Administrative Agent described in Section 12.8.1 of the Credit Agreement, to the extent invoiced at least two (2) Business Days prior to the Eighth Amendment Effective DateOther Documents and this Amendment.

Conditions Precedent to Effectiveness. This Eighth Amendment shall will become effective as of on the date hereof only upon satisfaction (the “Second Amendment Effective Date”) on which each of the following conditions precedenthas been satisfied to the satisfaction of the Administrative Agent: (a) the due execution and delivery of Administrative Agent shall have received a counterpart signature page to of this Eighth Amendment Amendment, duly executed and delivered by each of the Borrower, GuarantorHoldings, the undersigned Lender (constituting all other Loan Parties, all Lenders under (including the Credit Agreement as of the Eighth Amendment Effective DateNew Lenders), and the Administrative Agent and Hermes Agent; (b) receipt by Administrative Agent of for any Lender (including any New Lender) that has requested a duly executed copy of new and/or replacement (ias applicable) promissory note prior to the New Foresight Energy Secured Credit AgreementSecond Amendment Effective Date, which shall have been amended and restated on terms reasonably satisfactory to Administrative Agent and (ii) such other agreements evidencing the Refinancing as Administrative Agent shall reasonably requesthave received such duly executed promissory note issued by the Borrower payable to such Lender that requested the same; (c) receipt by the Administrative Agent shall have received (i) a duly executed amendment to the Note Purchase Agreement and Hermes Agent of (ii) a duly executed amendment to the followingIntercreditor Agreement, in each case in form and substance reasonably satisfactory to the Administrative Agent:; (id) copies the Administrative Agent shall have received written opinions of each Organizational Document of ▇▇▇▇▇▇ LLP and Squire ▇▇▇▇▇▇ ▇▇▇▇▇ LLP, counsel to the Loan Parties, addressed to the Administrative Agent and each of the Credit Lenders, and covering such matters relating to the Loan Parties, this Amendment, the Loan Documents and the transactions contemplated therein as the Administrative Agent shall reasonably request (which opinions will expressly permit reliance by permitted successors and assigns of the Administrative Agent and the Lenders); (e) the Administrative Agent shall have received a certificate of the Secretary or Assistant Secretary of each Loan Party in form and substance reasonably satisfactory to the Administrative Agent, executed attaching and delivered by each Credit Party and certified as certifying copies of (x) its bylaws, or partnership agreement or limited liability company agreement (or certifying that its bylaws, or partnership agreement or limited liability company agreement have not been amended, restated or otherwise modified since the Execution Date by a Responsible Officer Original Closing Date), (y) its articles or certificate of incorporation, certificate of organization or limited partnership, or other registered organizational documents of such Credit Loan Party as being in full force (or certifying that its articles or certificate of incorporation, certificate of organization or limited partnership, or other registered organizational documents have not been amended, restated or otherwise modified since the Original Closing Date), and effect without modification or amendment; (iiz) signature and incumbency certificates of the Responsible Office of each Credit Party executing this Eighth Amendment; (iii) resolutions of the Board its board of Directors directors or similar other equivalent governing body of each Credit Party approving body, or comparable organizational documents and authorizations, authorizing the execution, delivery and performance of this Eighth Amendment and the agreements other Loan Documents to which it is a party and certifying the name, title and true signature of each officer of such Loan Party executing this Amendment and the Loan Documents to which it is a party; (f) the Administrative Agent shall have received certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of organization of each Loan Party; (g) the Administrative Agent shall have received one or more duly executed borrowing notices from the Borrower in form and documents delivered in connection herewithsubstance reasonably acceptable to the Administrative Agent with respect to the Term Loans and any Revolving Loans to be made on the Second Amendment Effective Date (it being understood and agreed that the Administrative Agent and each Lender party hereto waives (i) the advance notice requirement under Section 2.3 of the Existing Loan Agreement for Eurodollar Borrowings solely with respect to such Eurodollar Borrowings to be funded on the Second Amendment Effective Date and (ii) any losses, certified costs or expenses owing to such Lenders pursuant to Section 2.19 of the Existing Loan Agreement solely as a result of the refunding of any Eurodollar Loans on the Second Amendment Effective Date); (h) the Administrative Agent shall have received a certificate dated as of the Eight Second Amendment Effective Date and signed by a Responsible Officer (i) certifying that immediately after giving effect to the consummation of the transactions contemplated to occur on the Second Amendment Effective Date, (A) no Default or Event of Default exists or will result therefrom, (B) all representations and warranties of each Credit Loan Party set forth in the Loan Documents are true and correct in all material respects (other than those representations and warranties that are expressly qualified by “Material Adverse Effect” or other materiality, which representations and warranties shall be true and correct in all respects) and (C) since the date of the financial statements of the Borrower described in Section 4.4 of the Existing Loan Agreement, there shall have been no change which has had or could reasonably be expected to have a Material Adverse Effect, (ii) confirming that the Loan Parties and their Subsidiaries, taken as being a whole, are Solvent immediately after giving effect to the consummation of the transactions contemplated to occur on the Second Amendment Effective Date and (iii) that attaches a duly completed and executed Compliance Certificate, including calculations of the financial covenants set forth in full force and effect without modification or amendmentArticle VI of the Amended Loan Agreement as of July 30, 2020; (ivi) a good standing certificate from The Administrative Agent shall have received the applicable Governmental Authority results of recent lien and judgment searches in each Credit of the jurisdictions in which UCC financing statements or similar filings or recordations should be made to evidence or perfect security interests in all assets of the Loan Parties, and such searches shall reveal no Liens on any of the assets of the Loan Party’s jurisdiction of formation dated a recent date, except for Permitted Liens or Liens to be discharged on or prior to the Second Amendment Effective Date; (dj) receipt by the Administrative Agent and Hermes Agent shall have received (i) an upfront fee in an amount equal to $400,000, for the benefit of an acknowledgment from Hermes each of the amendments contemplated Lenders in accordance with their Pro Rata Share of all Revolving Commitments and Term Loans under the Amended Credit Agreement and (ii) payment all other fees, expenses and other amounts owing to the Administrative Agent, Truist Securities (f/k/a SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc.) and the Lenders in accordance with that certain engagement letter dated September 10, 2020 executed by this Eighth Amendment, which acknowledgment shall be in form Truist Securities and substance satisfactory to Administrative Agent and Hermes Agentaccepted by the Borrower; (ek) receipt by the Administrative Agent shall have received evidence that all fees, charges and disbursements of counsel to the Administrative Agent have been paid by the Borrower; and (l) the Administrative Agent shall have received information and documentation reasonably requested by the Administrative Agent or any Lender for purposes of compliance with applicable “know your customer” materials and documentation; (f) Borrower shall have paid to the Administrative Agent on the Effective Date, for the ratable benefit of the undersigned Lender (constituting all Lenders requirements under the Credit Agreement as of the Effective Date), a work fee in the amount of $100,000; and (g) receipt by Administrative Agent and the undersigned Lender (constituting all Lenders under the Credit Agreement as of the Eighth Amendment Effective Date) of the reimbursement Patriot Act or payment of all reasonable and documented outother applicable anti-of-pocket costs and expenses incurred by it or any of its Affiliates in connection with the preparation, negotiation and execution of this Eighth Amendment or any document, instrument, agreement delivered pursuant to this Eighth Amendment, and all other reasonable and documented costs and expenses of the Administrative Agent described in Section 12.8.1 of the Credit Agreement, to the extent invoiced at least two (2) Business Days prior to the Eighth Amendment Effective Datemoney laundering laws.

Conditions Precedent to Effectiveness. This Eighth Amendment shall become not be effective as of the date hereof only upon satisfaction until each of the following conditions precedent: precedent have been fulfilled to the satisfaction of (aand in form and substance satisfactory to, as applicable) the due execution and delivery of a counterpart signature page to this Eighth Amendment by each of Borrower, GuarantorAdministrative Agent (such date, the undersigned Lender (constituting all Lenders under the Credit Agreement as of the Eighth “Fourth Amendment Effective Date), ”): 4.1 This Amendment shall have been duly executed and delivered by the respective parties hereto. The Administrative Agent and Hermes Agent;shall have received a fully executed copy hereof. (b) receipt by 4.2 The Administrative Agent shall have received all fees required to be paid on or prior to the Fourth Amendment Effective Date pursuant to the Fee Letter. 4.3 To the extent there are any material updates thereto, the Administrative Agent shall have received an updated Collateral Information Certificate, executed by a Responsible Officer of the Loan Parties. 4.4 If required by any Revolving Lender, the Administrative Agent shall have received a duly Revolving Loan Note (or amendment to any existing Revolving Loan Note) executed copy by the Borrower in favor of such Revolving Lender. 4.5 All necessary consents and approvals to this Amendment shall have been obtained by the Loan Parties. 4.6 The Administrative Agent shall have received a certificate of each Loan Party, dated the Fourth Amendment Effective Date and executed by the Secretary or Assistant Secretary of such Loan Party, substantially in the forms previously delivered, with appropriate insertions and attachments, including (i) the New Foresight Energy Secured Credit AgreementOperating Documents of such Loan Party (to the extent amended or modified since last delivered to the Administrative Agent), which shall have been amended and restated on terms reasonably satisfactory to Administrative Agent and (ii) the relevant board resolutions or written consents of such other agreements evidencing Loan Party adopted by such Loan Party for the Refinancing purposes of authorizing such Loan Party to enter into and perform the Loan Documents to which such Loan Party is party and (iii) the names, titles, incumbency and signature specimens of those representatives of such Loan Party who have been authorized by such resolutions and/or written consents to execute Loan Documents on behalf of such Loan Party, and (iv) a good standing certificate for each Loan Party certified as of a recent date by the appropriate Governmental Authority of its respective jurisdiction of organization. 4.7 The Administrative Agent shall reasonably request;have received a solvency certificate from the chief financial officer or treasurer of the Borrowers (or the Parent on behalf of the Borrowers). 4.8 After giving pro forma effect to such Increase and the use of proceeds thereof, (cA) receipt by no Default or Event of Default shall have occurred and be continuing at the time of such Increase and (B) the Borrowers shall be in compliance with the then applicable financial covenants set forth in Section 7.1 hereof as of the end of the most recently ended month for which financial statements are required to be delivered prior to such Increase, and the Borrowers shall have delivered to the Administrative Agent and Hermes a Compliance Certificate evidencing compliance with the requirements of this Section 4.8. 4.9 The Administrative Agent shall have received the results of the following, each recent lien searches in form and substance reasonably satisfactory to Administrative Agent: (i) copies of each Organizational Document of each of the jurisdictions where any of the Loan Parties is formed or organized, and such searches shall reveal no liens on any of the assets of the Loan Parties except for Liens permitted by Section 7.3 of the Credit Agreement. 4.10 The Administrative Agent shall have received the executed customary legal opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, counsel to the Loan Parties, in form and substance reasonably satisfactory to the Administrative Agent. 4.11 After giving effect to this Amendment, executed each of the representations and delivered warranties herein and in the Credit Agreement and the other Loan Documents, as updated by the Schedules to the Credit Agreement and the Schedules to the Guarantee and Collateral Agreement attached to this Amendment (i) that is qualified by materiality shall be true and correct, and (ii) that is not qualified by materiality, shall be true and correct in all material respects, in each Credit Party case, on and certified as of the Execution Date by a Responsible Officer of such Credit Party as being in full force and effect without modification or amendment; (ii) signature and incumbency certificates of the Responsible Office of each Credit Party executing this Eighth Amendment; (iii) resolutions of the Board of Directors or similar governing body of each Credit Party approving and authorizing the execution, delivery and performance of this Eighth Amendment and the agreements executed and documents delivered in connection herewith, certified as of the Eight Fourth Amendment Effective Date by a Responsible Officer of each Credit Party as being in full force if made on and effect without modification or amendment; (iv) a good standing certificate from the applicable Governmental Authority of each Credit Party’s jurisdiction of formation dated a recent date; (d) receipt by Administrative Agent and Hermes Agent of an acknowledgment from Hermes of the amendments contemplated by this Eighth Amendment, which acknowledgment shall be in form and substance satisfactory to Administrative Agent and Hermes Agent; (e) receipt by Administrative Agent of reasonably requested “know your customer” materials and documentation; (f) Borrower shall have paid to the Administrative Agent on the Effective Date, for the ratable benefit of the undersigned Lender (constituting all Lenders under the Credit Agreement as of the Effective Date)such date, a work fee in the amount of $100,000; and (g) receipt by Administrative Agent and the undersigned Lender (constituting all Lenders under the Credit Agreement as of the Eighth Amendment Effective Date) of the reimbursement or payment of all reasonable and documented out-of-pocket costs and expenses incurred by it or any of its Affiliates in connection with the preparation, negotiation and execution of this Eighth Amendment or any document, instrument, agreement delivered pursuant to this Eighth Amendment, and all other reasonable and documented costs and expenses of the Administrative Agent described in Section 12.8.1 of the Credit Agreement, except to the extent invoiced at least any such representation and warranty expressly relates to an earlier date, in which case such representation and warranty shall have been true and correct in all material respects as of such earlier date. 4.12 To the extent that the Borrowers have within two (2) Business Days of the date hereof received invoices for the fees, costs and expenses required to be paid by the Borrower in connection with this Amendment, the Administrative Agent shall have received payment in respect of such fees, costs and expenses. 4.13 To the extent that the Borrowers are requesting any Revolving Loans on the Fourth Amendment Effective Date, the conditions set forth in Section 5.2 of the Credit Agreement shall have been satisfied. For purposes of determining compliance with the conditions specified in this Section 4, each Lender that has executed this Amendment shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter either sent (or made available) by the Administrative Agent to such Lender for consent, approval, acceptance or satisfaction, or required thereunder to be consented to or approved by or acceptable or satisfactory to such Lender, unless an officer of the Administrative Agent responsible for the transactions contemplated by the Loan Documents shall have received notice from such Lender prior to the Eighth Fourth Amendment Effective Date specifying such Lender’s objection thereto and such objection shall not have been withdrawn by notice to the Administrative Agent to that effect on or prior to the Fourth Amendment Effective Date.

Conditions Precedent to Effectiveness. This Eighth Amendment shall become effective as of on the date hereof only upon satisfaction of (the “Effective Date”) provided that the following conditions precedentprecedent have been satisfied: (a1) the due execution and delivery of a counterpart signature page Parent Borrower, the Guarantors, all Continuing Lenders (constituting Required Lenders, as determined immediately prior to giving effect to this Eighth Amendment by each of Borrower, Guarantorand the transactions contemplated under Article V hereof), the undersigned Lender (constituting all New Lenders under and the Credit Agreement as of the Eighth Amendment Effective Date), Administrative Agent and Hermes have each delivered a duly executed counterpart of this Amendment to the Administrative Agent; (2) the Administrative Agent shall be satisfied that all conditions set forth in Subsections 6.2(a) and (b) receipt by of the Credit Agreement are satisfied and shall have received from the Parent Borrower a certificate of a Responsible Officer of the Parent Borrower confirming the same; (3) the Administrative Agent of a duly executed copy of shall have received (i) a copy of the New Foresight Energy Secured Credit Agreementcertificate or articles of incorporation or organization, which shall have been amended including all amendments thereto, of each Loan Party, certified, if applicable, by the Secretary of State of the state of its incorporation or organization, and restated on terms reasonably satisfactory a certificate as to Administrative Agent the good standing (where relevant) of each Loan Party as of a recent date, from such Secretary of State or similar Governmental Authority and (ii) such other agreements evidencing the Refinancing as Administrative Agent shall reasonably request; (c) receipt by Administrative Agent and Hermes Agent a certificate of the following, each in form and substance reasonably satisfactory to Administrative Agent: (i) copies of each Organizational Document of each of the Credit Parties, in form and substance reasonably satisfactory to Administrative Agent, executed and delivered by each Credit Party and certified as of the Execution Date by a Responsible Officer of each Loan Party dated the Effective Date and certifying (A) that attached thereto is a true and complete copy of the by-laws or operating (or limited liability company) agreement of such Credit Loan Party as being in full force effect on the Effective Date, (B) that attached thereto is a true and effect without modification complete copy of resolutions duly adopted by the board of directors (or amendment; (iiequivalent governing body) signature and incumbency certificates of the Responsible Office of each Credit such Loan Party executing this Eighth Amendment; (iii) resolutions of the Board of Directors or similar governing body of each Credit Party approving and authorizing the execution, delivery and performance of this Eighth Amendment the Loan Documents to which such Person is a party, and the agreements executed that such resolutions have not been modified, rescinded or amended and documents delivered in connection herewith, certified as of the Eight Amendment Effective Date by a Responsible Officer of each Credit Party as being are in full force and effect without modification effect, (C) that the certificate or amendmentarticles of incorporation or organization of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer executing any Loan Document on behalf of such Loan Party and countersigned by another officer as to the incumbency and specimen signature of the Responsible Officer executing the certificate pursuant to clause (ii) above; (iv4) a good standing certificate from the applicable Governmental Authority of each Credit Party’s jurisdiction of formation dated a recent date; (d) receipt by Administrative Agent and Hermes Agent of an acknowledgment from Hermes of the amendments contemplated by this Eighth Amendment, which acknowledgment shall be in form and substance satisfactory to Administrative Agent and Hermes Agent; (e) receipt by Administrative Agent of reasonably requested “know your customer” materials and documentation; (f) Borrower shall have paid to the Administrative Agent on the Effective Date, for the ratable benefit of the undersigned Lender (constituting all Lenders under the Credit Agreement as of the Effective Date), a work fee in the amount of $100,000; and (g) receipt by Administrative Agent and the undersigned Lender (constituting all Lenders under the Credit Agreement as of the Eighth Amendment Effective Date) of the reimbursement or payment of shall have been paid all reasonable and documented out-of-out of pocket costs and expenses incurred by it or any of its Affiliates the Administrative Agent in connection with the preparation, negotiation and execution of this Eighth Amendment or any document, instrument, agreement delivered pursuant to this Eighth Amendment, and all other (including the reasonable and documented costs fees and expenses of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇, LLP, as counsel to the Administrative Agent); and (5) the Administrative Agent described in Section 12.8.1 of the Credit Agreementshall have received from Debevoise & ▇▇▇▇▇▇▇▇ LLP, counsel to the extent invoiced at least two (2) Business Days prior Loan Parties, an executed legal opinion covering such matters as the Administrative Agent may reasonably request and otherwise reasonably satisfactory to the Eighth Amendment Effective DateAdministrative Agent.

Conditions Precedent to Effectiveness. This Eighth The effectiveness of this Amendment shall become effective as and the obligations of the date hereof only upon Administrative Agent, the Collateral Agent, the 2016 Acquisition Term Loan Lenders and the Required Lenders to enter into this Amendment are subject to the satisfaction or waiver of the following conditions precedenton or prior to the Third Amendment Effective Date: (a) the due execution and delivery of a counterpart signature page Administrative Agent shall have received an executed original (or photocopy with the original to this Eighth Amendment by each of Borrower, Guarantor, follow after the undersigned Lender (constituting all Lenders under the Credit Agreement as of the Eighth Third Amendment Effective Date), Administrative Agent and Hermes Agent; (b) receipt by Administrative Agent of a duly executed copy of (i) the New Foresight Energy Secured Credit Agreement, which shall have been amended and restated on terms reasonably satisfactory to Administrative Agent and (ii) such other agreements evidencing the Refinancing as Administrative Agent shall reasonably request; (c) receipt by Administrative Agent and Hermes Agent of the following, each in form and substance reasonably satisfactory to Administrative Agentof: (i) copies the Amendment, (ii) a solvency certificate from a Financial Officer of each Organizational Document Holdings or the Borrower, substantially in the form of each of Exhibit G hereto, (iii) the Credit PartiesTerm Note(s) evidencing the 2016 Acquisition Term Loans, and (iv) an officer’s certificate, in form and substance reasonably satisfactory to the Administrative Agent, (a) certifying that the conditions set forth in Section 4(g), Section 4(h)(i), Section 4(i), Section 4(j) and Section 4(k) hereof shall have been satisfied and (b) attaching an executed copy of the Acquisition Agreement and delivered by each Credit Party any exhibits, schedules and documents related thereto; (b) the Administrative Agent shall have received the following from or with respect to Holdings and the Borrower: (i) a copy of the certificate or articles of incorporation or organization, including all amendments thereto, certified as of a recent date by either the Execution Date by Secretary of State of the state of its organization or such Governmental Authority, and, to the extent readily available with respect to franchise Taxes, a Responsible Officer certificate certifying that such Loan Party has paid all franchise Taxes due and payable on or prior to the date of such Credit certificate and such Loan Party as being is duly organized and in full force and effect without modification or amendmentgood standing under the laws of such jurisdiction; (ii) signature and incumbency certificates a certificate of the Secretary, Assistant Secretary or other Responsible Office Officer of each Credit Loan Party executing this Eighth Amendment; dated the Third Amendment Effective Date and certifying (iiiA) resolutions that attached thereto are true and complete copies of the Board Organizational Documents of Directors or similar governing body such Loan Party as in effect on the Third Amendment Effective Date, (B) that attached thereto is a true and complete copy of each Credit resolutions duly adopted by the Governing Body of such Loan Party approving and authorizing the execution, delivery and performance of this Eighth Amendment and the agreements executed and documents delivered Loan Documents and, in connection herewith, certified as the case of the Eight Amendment Effective Date by a Responsible Officer Borrower, the borrowing of each Credit Party as being the 2016 Acquisition Term Loans hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect without modification effect, (C) that the charter or amendmentarticles or certificate of incorporation or organization of such Loan Party have not been amended since the date thereof, and (D) as to the incumbency and specimen signature of each officer executing any Loan Documents or any other document delivered in connection herewith on behalf of such Loan Party; and (iii) a certification of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (ii) above; (ivc) prior to the making of the 2016 Acquisition Term Loans, the Administrative Agent shall have received a good standing certificate from Notice of Borrowing, substantially in the applicable Governmental Authority form of each Credit Party’s jurisdiction of formation dated a recent dateExhibit C hereto; (d) receipt by the Administrative Agent shall have received, on behalf of itself, the Collateral Agent and Hermes the Lenders, a favorable written opinion of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, counsel for the Loan Parties (A) dated the Third Amendment Effective Date, (B) addressed to the Administrative Agent, the Collateral Agent of an acknowledgment from Hermes of and the amendments contemplated by this Eighth AmendmentLenders, which acknowledgment shall be in form and substance satisfactory (C) covering such other matters relating to the Amendment and the Loan Documents as the Administrative Agent shall reasonably request and Hermes Agentthat are customary to cover in transactions of this type, and the Borrower hereby requests such counsel to deliver such opinions; (e) receipt by the Lenders shall have received evidence reasonably satisfactory to the Administrative Agent that all existing indebtedness for borrowed money of reasonably requested “know your customer” materials RunBook and documentationany of its subsidiaries (other than debt permitted under the Credit Agreement) shall have been (or substantially simultaneously with the consummation of the RunBook Acquisition shall be) repaid in full and all commitments to lend or make other extensions of credit thereunder have been terminated and all liens securing such indebtedness or other obligations thereunder have been released and/or terminated (other than liens permitted under the Credit Agreement); (f) the Borrower shall have paid to the Administrative Agent on the Effective Date, (i) for the ratable benefit distribution to each 2016 Acquisition Term Loan Lender, the Yield Enhancement Fee pursuant to Section 2.05(b) of the undersigned Lender (constituting all Lenders under the Credit Agreement as of and (ii) such other amounts due and payable on or prior to the Third Amendment Effective Date), a work fee in the amount of $100,000; and (g) receipt by Administrative Agent and the undersigned Lender (constituting all Lenders Date that are required to be paid under the Credit Agreement as of Loan Documents, including, to the Eighth Amendment Effective Date) of the extent invoiced, reimbursement or payment of all reasonable and documented out-of-out of pocket costs expenses required to be reimbursed or paid by the Borrower hereunder or under any other Loan Document. Once paid, none of the fees shall be refundable under any circumstance or subject to any right of setoff counterclaim or any similar right (each of which is hereby waived by Holdings and expenses incurred the Borrower); (g) the Administrative Agent shall be reasonably satisfied that all of the terms and conditions precedent to the RunBook Acquisition, other than with respect to the payment of the purchase price and other conditions that by their nature are only satisfied at the closing (other than Section 5.1(h) of the RunBook Acquisition Agreement), have been satisfied in accordance with the RunBook Acquisition Agreement; (i) the representations and warranties of Holdings and its subsidiaries (other than with respect to RunBook and its subsidiaries) set forth in Article III of the Credit Agreement and in the other Loan Documents and the representations and warranties regarding RunBook in the RunBook Acquisition Agreement as are material to the interests of the Lenders, but only to the extent that the Borrower or its Affiliates have the right to terminate the Borrower’s or such Affiliates’ obligations under the RunBook Acquisition Agreement (or the right not to consummate the RunBook Acquisition) as a result of a breach of such representations and warranties in the RunBook Acquisition Agreement shall, in each case, be true and correct in all material respects on and as of the Third Amendment Effective Date to the same extent as though made on and as of that date (or, to the extent such representations and warranties specifically relate to an earlier date, that such representations and warranties were true and correct in all material respects on and as of such earlier date); provided, that, if a representation and warranty is qualified as to materiality, the applicable materiality qualifier set forth above shall be disregarded with respect to such representation and warranty for purposes of this Section (4)(j)(i) and (ii) the Borrower shall have performed in all material respects all agreements and satisfied all conditions which this Amendment provides shall be performed or satisfied by it on or before the Third Amendment Effective Date except as otherwise disclosed to and agreed to in writing by the Administrative Agent or that are otherwise waived; (i) No “Material Adverse Effect” (as defined in the RunBook Acquisition Agreement) shall have occurred between August 16, 2016 and the Third Amendment Effective Date; (j) no Event of Default shall have occurred and be continuing or would result immediately from the consummation of the RunBook Transactions other than an Event of Default arising under Section 7.01(c) with respect to a representation or warranty regarding RunBook or any of its Affiliates subsidiaries set forth in connection with the preparation, negotiation and execution of this Eighth Amendment or any document, instrument, agreement delivered pursuant to this Eighth Amendment, and all other reasonable and documented costs and expenses of the Administrative Agent described in Section 12.8.1 Article III of the Credit Agreement, Agreement and in the other Loan Documents; and (k) Immediately after giving effect to the extent invoiced at least two RunBook Transactions (2assuming for purposes of this clause (m) Business Days prior to that the Eighth Amendment Effective DateRunBook Acquisition has been consummated), the aggregate amount of unrestricted cash and cash equivalents of the Borrower and its subsidiaries, on a consolidated basis, shall be no less than $5,000,000.

Conditions Precedent to Effectiveness. (a) This Eighth Amendment Agreement shall become be effective as of the date hereof only upon satisfaction of the following conditions precedentprecedent that: (a) the due execution and delivery of a counterpart signature page to this Eighth Amendment by each of Borrower, Guarantor, the undersigned Lender (constituting all Lenders under the Credit Agreement as of the Eighth Amendment Effective Date), Administrative Agent and Hermes Agent; (b) receipt by Administrative Agent of a duly executed copy of (i) the New Foresight Energy Secured Credit Agreement, which each Transaction Document shall have been amended duly executed by, and restated on terms reasonably satisfactory to delivered to, the parties thereto, and the Administrative Agent shall have received copies of the Advisory Agreements and (ii) such other agreements evidencing documents, instruments, agreements, certificates and legal opinions as the Refinancing as Administrative Agent shall reasonably request; (c) receipt request in connection with the transactions contemplated by Administrative Agent and Hermes Agent of the followingthis Agreement, each in form and substance reasonably satisfactory to the Administrative Agent: (i) copies of each Organizational Document of each of the Credit Parties, in form and substance reasonably satisfactory to Administrative Agent, executed and delivered by each Credit Party and certified as of the Execution Date by a Responsible Officer of such Credit Party as being in full force and effect without modification or amendment; (ii) signature any and incumbency certificates all information submitted to each Lender, Lender Agent and the Administrative Agent by any Borrower Party or any of the Responsible Office of each Credit Party executing this Eighth Amendmenttheir Affiliates is true, accurate, complete in all material respects and not misleading in any material respect; (iii) resolutions each Borrower Party’s underwriting, servicing, collection, operating, and reporting procedures and systems are satisfactory to the Administrative Agent in its sole discretion; (iv) a satisfactory review by the Administrative Agent of all organizational documents and material contracts of each Borrower Party (including, without limitation, the Advisory Agreements); (v) a satisfactory review by the Administrative Agent of business, financial, legal, tax and accounting due diligence relating to transactions contemplated hereby, each Borrower Party and the transactions contemplated hereunder are satisfactory to the Administrative Agent in its sole discretion; (vi) in the reasonable judgment of the Board Administrative Agent and each Lender Agent, there not having been any change in Applicable Law which adversely affects any Lender’s or the Administrative Agent’s entering into the transactions contemplated by the Transaction Documents or material disruption after December 31, 2013 in the financial, banking or commercial loan or capital markets generally; (vii) the Administrative Agent and the Lenders shall have received, sufficiently in advance of Directors or similar governing body the Closing Date, all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56; (viii) a satisfactory due diligence review by the Administrative Agent of each Credit Party approving Loan submitted for consideration in the initial Collateral Portfolio; (ix) the Administrative Agent and authorizing each Institutional Lender shall have received each required approval (including, without limitation, from its internal credit committee); (x) the Administrative Agent and the Lenders shall have received the fees (including fees, disbursements and other charges of counsel to the Administrative Agent) to be received on the Closing Date referred to herein or in any other Transaction Document; (xi) since December 31, 2013, no material adverse change has occurred in the financial condition of the Equityholder, the Seller, any Borrower Advisor or the Borrower or in any material portion of the assets in the initial Collateral Portfolio; (xii) the Administrative Agent shall have received satisfactory evidence that the Seller, the Borrower and the Collateral Manager have obtained all required consents and approvals of all Persons to the execution, delivery and performance of this Eighth Amendment Agreement and the agreements other Transaction Documents to which it is a party and the consummation of the transactions contemplated hereby or thereby; (xiii) the Collateral Manager and the Borrower shall each have delivered to the Administrative Agent a certificate as to whether such Person is Solvent in the form of Exhibit P; (xiv) the Borrower and the Collateral Manager shall have delivered to the Administrative Agent a certification that no Unmatured Event of Default, Event of Default or Collateral Manager Event of Default has occurred and is continuing; (xv) the Administrative Agent shall have received (i) the customary executed legal opinion or opinions of Dechert LLP, counsel to the Borrower and documents delivered in connection herewiththe Collateral Manager, certified covering enforceability, grant and perfection of the security interests on the Collateral Portfolio and non-consolidation of the Borrower and (ii) bring-down legal opinions of Dechert LLP covering the enforceability of the Advisory Agreements as of the Eight Amendment Effective Date by a Responsible Officer of Closing Date, in each Credit Party as being case, in full force form and effect without modification or amendmentsubstance acceptable to the Administrative Agent in its reasonable discretion; (ivxvi) a good standing certificate from all corporate and other proceedings, and all documents, instruments and other legal matters in connection with the applicable Governmental Authority of each Credit Party’s jurisdiction of formation dated a recent datetransactions contemplated by this Agreement and the other Transaction Documents shall be reasonably satisfactory in form and substance to the Administrative Agent; (dxvii) receipt by each Lender shall have received a duly executed copy of its Variable Funding Note, in a principal amount equal to the Commitment of such Lender; (xviii) the UCC-1 financing statement is in proper form for filing in the filing office of the appropriate jurisdiction; (xix) the Administrative Agent and Hermes Agent shall have received a secretary’s certificate of an acknowledgment from Hermes each of the amendments Collateral Manager and the Borrower that includes a copy of the resolutions (or other authorizing instruments, if applicable), in form and substance satisfactory to the Administrative Agent, of the Board of Directors (or similar governing or managing body) of such Person authorizing (i) the execution, delivery and performance of this Agreement and the other Transaction Documents to which it is a party, (ii) in the case of the Borrower, the borrowings contemplated hereunder, and (iii) in the case of the Borrower, the granting by this Eighth Amendmentit of the Liens created pursuant to the Transaction Documents, certified by the Secretary or an Assistant Secretary (or other authorized Person) of such Person as of the Closing Date, which acknowledgment certification shall be in form and substance satisfactory to the Administrative Agent and Hermes shall state that the resolutions, or other authorizing instruments, if applicable, thereby certified have not been amended, modified, revoked or rescinded; (xx) the Administrative Agent shall have received a certification of each of the Collateral Manager and the Borrower, dated the Closing Date, as to the incumbency and signature of the officers of such Person executing any Transaction Document, which certification may be included in the certificate delivered in respect of such Person pursuant to Section 3.01(a)(xix) and satisfactory in form and substance to the Administrative Agent and shall be executed by an Authorized Person of such Person; (xxi) the Administrative Agent shall have received true and complete copies of the organizational documents of each of the Collateral Manager and the Borrower, certified as of the Closing Date as complete and correct copies thereof by the Secretary or an Assistant Secretary (or other authorized Person) of such Person, which certification shall be included in the certificate delivered in respect of such Person pursuant to Section 3.1(a)(xix) and shall be in form and substance satisfactory to the Administrative Agent; (exxii) receipt by the Administrative Agent shall have received certificates dated as of a recent date from the Secretary of State or other appropriate authority, evidencing the good standing of each of the Collateral Manager and the Borrower (i) in the jurisdiction of its organization and (ii) in each other jurisdiction where its ownership, lease or operation of property or the conduct of its business requires it to qualify as a foreign Person except, as to this subclause (ii), where the failure to so qualify could not reasonably requested “know your customer” materials and documentationbe expected to have a Material Adverse Effect; (fxxiii) the Administrative Agent shall have received evidence in form and substance satisfactory to it that all filings, recordings, registrations and other actions, including, without limitation, the filing of duly executed financing statements on form UCC-1 necessary or, in the opinion of the Administrative Agent, desirable to perfect the Liens created, or purported to be created, by the Transaction Documents shall have been completed; (xxiv) the Administrative Agent shall have received the results of a recent search by a Person satisfactory to the Administrative Agent, of the UCC, judgment and tax lien filings which may have been filed with respect to personal property of the Borrower, and bankruptcy and pending lawsuits with respect to the Borrower and the results of such search shall be satisfactory to the Administrative Agent; (xxv) the Borrower shall have paid received the executed legal opinion or opinions of ▇▇▇▇▇ Lord LLP, counsel to the Administrative Agent on Collateral Agent, the Effective DateCollateral Custodian and the Account Bank, for the ratable benefit covering enforceability of the undersigned Lender (constituting all Lenders under Transaction Documents to which the Credit Agreement as of the Effective Date), each such Person is a work fee in the amount of $100,000party; and (gxxvi) receipt by Administrative Agent and the undersigned Lender (constituting all Lenders under the Credit Agreement as of the Eighth Amendment Effective Date) of the reimbursement or payment of all reasonable and documented out-of-pocket costs and expenses incurred by it or any of its Affiliates in connection with the preparation, negotiation and execution of this Eighth Amendment or any document, instrument, agreement delivered pursuant to this Eighth Amendment, and all other reasonable and documented costs and expenses of the Administrative Agent described in Section 12.8.1 (with a copy to the Collateral Custodian and the Collateral Agent) shall have received the Initial Notice of Borrowing. (b) By its execution and delivery of this Agreement, the Borrower hereby certifies that each of the Credit Agreement, conditions precedent to the extent invoiced at least two (2) Business Days prior to the Eighth Amendment Effective Dateeffectiveness of this Agreement set forth in this Section 3.01 have been satisfied.

Conditions Precedent to Effectiveness. This Eighth Amendment shall become be effective as of upon the date hereof only upon satisfaction (such date, the “First Amendment Effective Date”) that each of the following conditions precedentis satisfied: (a) the due execution and delivery of The Administrative Agent shall have received a counterpart signature page of this Amendment duly executed by (i) each Agent, (ii) the Borrower, (iii) the Required Lenders and (iv) each Revolving Lender with an increased Revolving Facility Commitment that is being effected pursuant to this Eighth Amendment by each of Borrower, Guarantor, the undersigned Lender (constituting all Lenders under the Credit Agreement as of the Eighth Amendment Effective Date), Administrative Agent and Hermes AgentAmendment; (b) receipt by The Administrative Agent shall have received a copy of a duly executed copy of (i) amendment to the New Foresight Energy Secured Second Lien Credit Agreement, which shall have been amended and restated on terms reasonably satisfactory to Administrative Agent and (ii) such other agreements evidencing the Refinancing as Administrative Agent shall reasonably request; (c) receipt by Administrative Agent and Hermes Agent of the following, each in form and substance reasonably satisfactory to Administrative Agent: (i) copies of each Organizational Document of each of the Credit Parties, in form and substance reasonably satisfactory to Administrative Agent, executed and delivered by each Credit Party and certified as of the Execution Date by a Responsible Officer of such Credit Party as being in full force and effect without modification or amendment; (ii) signature and incumbency certificates of the Responsible Office of each Credit Party executing this Eighth Amendment; (iii) resolutions of the Board of Directors or similar governing body of each Credit Party approving and authorizing the execution, delivery and performance of this Eighth Amendment and the agreements executed and documents delivered in connection herewith, certified as of the Eight Amendment Effective Date by a Responsible Officer of each Credit Party as being in full force and effect without modification or amendment; (iv) a good standing certificate from the applicable Governmental Authority of each Credit Party’s jurisdiction of formation dated a recent date; (d) receipt by Administrative Agent and Hermes Agent of an acknowledgment from Hermes of the amendments contemplated by this Eighth Amendment, which acknowledgment shall be in form and substance satisfactory to the Administrative Agent; (c) The Administrative Agent shall have received a customary legal opinion of Dechert LLP, special counsel to the Borrower and Hermes the other Loan Parties, in connection with this Amendment, which shall be in form and substance satisfactory to the Administrative Agent; (d) The Administrative Agent shall have received a certificate from the secretary of each Loan Party (i) certifying to and attaching resolutions authorizing the transactions contemplated by the Amendment and, in the case of the Borrower, the borrowing of Revolving Loans pursuant to the Additional Revolving Commitment, which shall be in form and substance satisfactory to the Administrative Agent, (ii) certifying that the Organizational Documents of such Loan Party have not been amended, amended and restated or otherwise modified since the Closing Date (or attaching such amendments or other modifications), and (iii) attaching a certificate of good standing (to the extent such concept or a similar concept exists under the laws of such Loan Party’s jurisdiction of organization) of such Loan Party (other than DBG Holdings Subsidiary Inc. (“DBG Holdings”) and H▇▇▇▇▇ Clothing, LLC (“H▇▇▇▇▇ Clothing”)) as of a recent date from the Secretary of State (or other similar official) of the jurisdiction or organization of such Loan Party; (e) receipt by The Administrative Agent shall have received a certificate from the Chief Financial Officer of reasonably requested “know your customer” materials and documentationthe Borrower certifying to the matters set forth in Section 3(d) hereof; (f) The Borrower shall have paid to Revolver Agent the Administrative Agent on the Effective Date, for the ratable benefit of the undersigned Lender (constituting all Lenders under the Credit Agreement as of the Effective Date), a work fee in the amount of $100,000Amendment Fee; and (g) receipt by Administrative Agent and the undersigned Lender (constituting all Lenders under the Credit Agreement as of the Eighth Amendment Effective Date) of the reimbursement or payment of The Borrower shall have paid all reasonable and documented out-of-pocket costs and expenses incurred by it or any of its Affiliates in connection with the preparation, negotiation and execution of this Eighth Amendment or any document, instrument, agreement delivered pursuant to this Eighth Amendment, and all other reasonable and documented costs fees and expenses of the Administrative Agent described in Agents to the extent (i) invoiced at least one (1) Business Day prior hereto and (ii) required to be paid pursuant to Section 12.8.1 9.05(a) of the Credit Agreement, to the extent invoiced at least two (2) Business Days prior to the Eighth Amendment Effective Date.

Conditions Precedent to Effectiveness. This Eighth The effectiveness of this Amendment shall become effective as is subject to the truth and accuracy of the date hereof only upon warranties and representations set forth in Sections 4 and 5 below and the satisfaction of the following conditions precedentconditions: (a) the due execution Administrative Agent (or its counsel) and delivery of a counterpart signature page to the Noteholders (or their counsel) shall have received this Eighth Amendment Amendment, duly executed and delivered by each of Borrowerthe Issuer, GuarantorHoldings, the undersigned Lender (Noteholders constituting all Lenders under the Credit Agreement as Required Noteholders and the Administrative Agent, and the Confirmation of Guaranty attached hereto duly executed and delivered by the Eighth Amendment Effective Date), Administrative Agent and Hermes AgentGuarantors listed therein; (b) receipt by the Administrative Agent of (or its counsel) and the Noteholders (or their counsel) shall have received (i) a duly executed copy of (i) the New Foresight Energy Secured Credit AgreementSecond Term Loan Amendment, which shall have been amended in form and restated on terms reasonably substance satisfactory to Administrative Agent the Required Noteholders, and (ii) such other agreements evidencing a duly executed copy of that certain Amendment no. 1 to the Refinancing First Lien Intercreditor Agreement, in the form attached hereto as Administrative Agent shall reasonably requestExhibit A (the “ICA Amendment”); (c) receipt by the Administrative Agent (or its counsel) and Hermes Agent the Noteholders (or their counsel) shall have received a certificate of the following, Secretary or Assistant Secretary of each Note Party in form and substance reasonably satisfactory to Administrative Agent: (i) the Required Noteholders, attaching and certifying copies of each Organizational Document (x) its bylaws, or partnership agreement or limited liability company agreement (or certifying that its bylaws, or partnership agreement or limited liability company agreement have not been amended, restated or otherwise modified since the Original Closing Date), (y) its articles or certificate of each incorporation, certificate of the Credit Partiesorganization or limited partnership, in form and substance reasonably satisfactory to Administrative Agent, executed and delivered by each Credit Party and certified as of the Execution Date by a Responsible Officer or other registered organizational documents of such Credit Note Party as being in full force (or certifying that its articles or certificate of incorporation, certificate of organization or limited partnership, or other registered organizational documents have not been amended, restated or otherwise modified since the Original Closing Date), and effect without modification or amendment; (iiz) signature and incumbency certificates of the Responsible Office of each Credit Party executing this Eighth Amendment; (iii) resolutions of the Board its board of Directors directors or similar other equivalent governing body of each Credit Party approving body, or comparable organizational documents and authorizations, authorizing the execution, delivery and performance of this Eighth Amendment and the agreements executed other Note Documents to which it is a party and documents delivered in connection herewithcertifying the name, certified as of the Eight Amendment Effective Date by a Responsible Officer title and true signature of each Credit officer of such Note Party as being in full force executing this Amendment and effect without modification or amendment; (iv) the Note Documents to which it is a good standing certificate from the applicable Governmental Authority of each Credit Party’s jurisdiction of formation dated a recent dateparty; (d) receipt by the Administrative Agent (or its counsel) and Hermes Agent the Noteholders (or their counsel) shall have received certificates of an acknowledgment good standing or existence, as may be available from Hermes the Secretary of State of the amendments contemplated by this Eighth Amendment, which acknowledgment shall be in form and substance satisfactory to Administrative Agent and Hermes Agentjurisdiction of organization of each Note Party; (e) receipt by the Administrative Agent (or its counsel) and the Noteholders (or their counsel) shall have received a certificate dated as of the Second Amendment Effective Date and signed by a Responsible Officer (i) certifying that immediately after giving effect to the consummation of the transactions contemplated to occur on the Second Amendment Effective Date, (A) no Default or Event of Default exists or will result therefrom, (B) all representations and warranties of each Note Party set forth in the Note Documents are true and correct in all material respects (other than those representations and warranties that are expressly qualified by “Material Adverse Effect” or other materiality, which representations and warranties shall be true and correct in all respects) and (C) since the date of the financial statements of the Issuer described in Section 4.4 of the Existing Note Purchase Agreement, there shall have been no change which has had or could reasonably requested “know your customer” materials be expected to have a Material Adverse Effect; (ii) confirming that the Note Parties and documentation;their Subsidiaries, taken as a whole, are Solvent immediately after giving effect to the consummation of the transactions contemplated to occur on the Second Amendment Effective Date; and (iii) that attaches a duly completed and executed Compliance Certificate addressed to the Administrative Agent but otherwise substantially in the form delivered to the Term Loan Agent on the Second Amendment Effective Date; and (f) Borrower shall have paid to the Administrative Agent on the Effective Date, for the ratable benefit of the undersigned Lender (constituting all Lenders under the Credit Agreement as of the Effective Date), a work fee in the amount of $100,000; and (g) receipt by Administrative Agent and the undersigned Lender (constituting Noteholders shall have received evidence that all Lenders under the Credit Agreement as fees, charges and disbursements of the Eighth Amendment Effective Date) of the reimbursement or payment of all reasonable and documented out-of-pocket costs and expenses incurred by it or any of its Affiliates in connection with the preparation, negotiation and execution of this Eighth Amendment or any document, instrument, agreement delivered pursuant counsel to this Eighth Amendment, and all other reasonable and documented costs and expenses each of the Administrative Agent described in Section 12.8.1 of and the Credit Agreement, to Noteholders have been paid by the extent invoiced at least two (2) Business Days prior to the Eighth Amendment Effective DateIssuer.

Conditions Precedent to Effectiveness. This Eighth The parties hereto agree that this Amendment shall become not be effective as until the satisfaction of the date hereof only upon satisfaction each of the following conditions precedent: (a) the due execution Administrative Agent shall have received a copy of this Amendment duly completed, executed and delivery of a counterpart signature page to this Eighth Amendment delivered by each of Borrower, Guarantorthe Required Lenders, the undersigned Lender (constituting all Lenders under Borrower and the Credit Agreement as of the Eighth Amendment Effective Date), Administrative Agent and Hermes Agentother Loan Parties; (b) receipt by Administrative Agent of a duly executed copy of (i) the New Foresight Energy Secured Credit Agreement, which shall have been amended and restated on terms reasonably satisfactory to Administrative Agent and (ii) such other agreements evidencing the Refinancing as Administrative Agent shall reasonably request; (c) receipt by Administrative Agent and Hermes Agent receive evidence of concurrent consummation of a related amendment to the following, each in form and substance reasonably satisfactory to Administrative Agent: (i) copies of each Organizational Document of each of the Parent Revolving Credit Parties, in form and substance reasonably satisfactory to Administrative Agent, executed and delivered by each Credit Party and certified as of the Execution Date by a Responsible Officer of such Credit Party as being in full force and effect without modification or amendment; (ii) signature and incumbency certificates of the Responsible Office of each Credit Party executing this Eighth Amendment; (iii) resolutions of the Board of Directors or similar governing body of each Credit Party approving and authorizing the execution, delivery and performance of this Eighth Amendment and the agreements executed and documents delivered in connection herewith, certified as of the Eight Amendment Effective Date by a Responsible Officer of each Credit Party as being in full force and effect without modification or amendment; (iv) a good standing certificate from the applicable Governmental Authority of each Credit Party’s jurisdiction of formation dated a recent date; (d) receipt by Administrative Agent and Hermes Agent of an acknowledgment from Hermes of the amendments contemplated by this Eighth AmendmentFacility, which acknowledgment shall be in form and substance satisfactory reasonably acceptable to the Administrative Agent; (c) the Administrative Agent shall receive evidence of concurrent consummation of a related amendment to the Existing Revolving Credit Agreement, which shall be in form and Hermes substance reasonably acceptable to the Administrative Agent; (d) the Administrative Agent shall receive evidence of concurrent consummation of a related amendment to the credit agreement evidencing the CoBank Parent Term Loan Facility, which shall be in form and substance reasonably acceptable to the Administrative Agent; (e) receipt by the Administrative Agent shall receive evidence of concurrent consummation of a related amendment to the credit agreement evidencing the CoBank Borrower Term Loan Facility, which shall be in form and substance reasonably requested “know your customer” materials and documentationacceptable to the Administrative Agent; (f) Borrower the Administrative Agent shall have paid receive evidence of concurrent consummation of a related amendment to the Credit Agreement, dated as of December 17, 2021 (and as amended, restated, supplemented or otherwise modified from time to time), among United States Cellular Corporation, the lenders party thereto, Citibank, N.A., as administrative agent, and Export Development Canada, as a mandated lead arranger and a lender, which shall be in form and substance reasonably acceptable to the Administrative Agent; (g) the Administrative Agent on the Effective Date, for the ratable benefit shall receive evidence of the undersigned Lender (constituting all Lenders under concurrent consummation of a related amendment to the Credit Agreement Agreement, dated as of the Effective DateNovember 9, 2022 (and as amended, restated, supplemented or otherwise modified from time to time), among Telephone and Data Systems, Inc., the lenders party thereto and Export Development Canada, as a work fee lender, which shall be in form and substance reasonably acceptable to the amount of $100,000Administrative Agent; and (gh) receipt each of the representations and warranties made in this Amendment shall be true and correct in all material respects (or, to the extent any such representation or warranty is qualified as to "materiality" or "Material Adverse Effect" shall be true and correct in all respects) on and as of the Amendment Effective Date (as defined below), both before and after giving effect to the amendments contemplated by Administrative Agent this Amendment as if such representations and warranties were being made on and as of the 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 as of such earlier date, and the undersigned Lender representations and warranties contained in subsections (constituting all Lenders under a) and (b) of Section 5.05 of the Credit Agreement as of shall be deemed to refer to the Eighth Amendment Effective Date) of the reimbursement or payment of all reasonable and documented out-of-pocket costs and expenses incurred by it or any of its Affiliates in connection with the preparation, negotiation and execution of this Eighth Amendment or any document, instrument, agreement delivered most recent statements furnished pursuant to this Eighth Amendmentsubsections (a) and (b), and all other reasonable and documented costs and expenses respectively, of the Administrative Agent described in Section 12.8.1 6.01 of the Credit Agreement, to the extent invoiced at least two (2) Business Days prior to the Eighth Amendment Effective Date.

Conditions Precedent to Effectiveness. This Eighth Agreement shall be effective on the Sixth Amendment shall become effective as of Effective Date upon the date hereof only upon satisfaction of the following conditions precedent: (a) the due execution and delivery Administrative Agent shall have received counterparts of a counterpart signature page to this Eighth Amendment Agreement duly executed by each of Borrower, Guarantorthe Company, the undersigned Lender (constituting all Lenders under Guarantors, each Lender, the Credit Agreement as of Swing Line Lender, the Eighth Amendment Effective Date), L/C Issuer and the Administrative Agent and Hermes Agent; (b) receipt by Administrative Agent of a duly executed copy of (i) the New Foresight Energy Secured Credit Agreement, which shall have been amended and restated on terms reasonably satisfactory to Administrative Agent and (ii) such other agreements evidencing the Refinancing as Administrative Agent shall reasonably requesthave received Notes executed by an Authorized Officer of the applicable ▇▇▇▇▇▇▇▇, in favor of each Lender, if any, that has requested a Note from such Borrower; (c) receipt by the Administrative Agent shall have received favorable opinions of legal counsel to the Credit Parties (including opinions of local counsel, as reasonably required by the Administrative Agent), addressed to the Administrative Agent, the Swing Line Lender, the L/C Issuer and Hermes Agent each Lender, dated as of the following, each in form and substance reasonably satisfactory to Sixth Amendment Effective Date; (d) the Administrative Agent: Agent shall have received (i) copies of each Organizational Document the Organization Documents of each Credit Party certified to be true and complete as of a recent date by the appropriate Governmental Authority of the jurisdiction of its organization, formation or incorporation, if available, and certified by an Authorized Officer of such Credit PartiesParty to be true and correct as of the Sixth Amendment Effective Date; (ii) such certificates of resolutions or other action, incumbency certificates, and/or other certificates of Authorized Officers of each Credit Party as Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Authorized Officer thereof authorized to act as a Authorized Officer in connection with this Agreement and the other Loan Documents to which such Credit Party is a party; and (iii) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Credit Party is duly organized or formed, and is validly existing, in good standing in its jurisdiction of organization, formation or incorporation, as applicable; (e) the Administrative Agent shall have received, in form and substance reasonably satisfactory to the Administrative Agent, executed and delivered by (i) to the extent not already filed, completed UCC financing statements for each Credit Party and certified appropriate jurisdiction as of is necessary, in the Execution Date by a Responsible Officer of such Credit Party as being Administrative Agent’s reasonable discretion, to perfect the Administrative Agent’s security interest in full force and effect without modification or amendment; the Collateral, (ii) signature searches of UCC filings, tax liens, and incumbency certificates judgment liens with the corresponding Governmental Authorities in the jurisdiction of the Responsible Office of each Credit Party executing this Eighth Amendment; (iii) resolutions of the Board of Directors incorporation or similar governing body of each Credit Party approving and authorizing the executionformation, delivery and performance of this Eighth Amendment and the agreements executed and documents delivered in connection herewithas applicable, certified as of the Eight Amendment Effective Date by a Responsible Officer of each Credit Party as being in full force and effect without modification or amendment; (iv) a good standing certificate from the applicable Governmental Authority of each Credit Party’s , and each other jurisdiction deemed appropriate by the Administrative Agent, (iii) to the extent not previously delivered to the Administrative Agent, any certificates evidencing any certificated Equity Interests pledged to the Administrative Agent pursuant to the Security Agreement, together with duly executed in blank, undated stock powers attached thereto (unless, with respect to the pledged Equity Interests of any Foreign Subsidiary, such stock powers are deemed unnecessary by the Administrative Agent in its reasonable discretion under the Law of the jurisdiction of formation dated a recent dateorganization of such Person), and (iv) to the extent not previously delivered to the Administrative Agent, copies of insurance policies or certificates of insurance of the Credit Parties evidencing liability and casualty insurance meeting the requirements set forth in the Loan Documents, including naming the Administrative Agent and its successors and assigns as additional insured (in the case of liability insurance) or lender’s loss payee (in the case of property insurance) on behalf of the Lenders; (df) receipt the Administrative Agent shall have received a certificate of an Authorized Officer of the Company certifying (i) as to the matters set forth in Section 5(c)(v) and (ii) that there has not occurred since March 31, 2025 any event or condition that has had or could be reasonably expected, either individually or in the aggregate, to have a Material Adverse Effect; (g) the Administrative Agent shall have received a Solvency Certificate signed by an Authorized Officer of the Company, dated as of the Sixth Amendment Effective Date; (i) all outstanding term loans under the Existing Credit Agreement shall have been repaid in full, (ii) all outstanding loans held by, and all accrued and unpaid interest, fees, and other obligations owing by, the Released Canadian Borrower under the Existing Credit Agreement (if any) shall have been repaid in full, and (iii) all accrued and unpaid interest and fees owing under the Existing Credit Agreement shall have been paid in full (which repayment, in each case, may be made with the proceeds of Borrowings of Revolving Loans on the Sixth Amendment Effective Date) (the “Repaid Obligations”); (i) the Credit Parties shall have provided (at least three (3) Business Days before the Sixth Amendment Effective Date) to the Administrative Agent and Hermes Agent of an acknowledgment from Hermes of the amendments contemplated Lenders the documentation and other information requested by this Eighth Amendment, which acknowledgment shall be in form and substance satisfactory to the Administrative Agent and Hermes Agent; (e) receipt by Administrative Agent of reasonably requested the Lenders in order to comply with applicable “know your customer” materials and documentationanti-money laundering rules and regulations, including the Act, to the extent requested in writing at least ten (10) days prior to the Sixth Amendment Effective Date; (fj) at least three (3) days prior to the Sixth Amendment Effective Date, if a Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, such Borrower shall deliver, to each Lender that shall have paid made such request in writing at least ten (10) days prior to the Sixth Amendment Effective Date, a Beneficial Ownership Certification in relation to such Borrower; (k) the Administrative Agent on the Effective Date, for the ratable benefit of the undersigned Lender (constituting shall have received all Lenders fees due and payable under the Credit Agreement Fee Letter (as of the Effective Date), a work fee defined in the amount of $100,000; and (gAmended Credit Agreement) receipt by Administrative Agent and on or before the undersigned Lender (constituting all Lenders under the Credit Agreement as of the Eighth Sixth Amendment Effective Date) of the reimbursement or payment of all reasonable and documented out-of-pocket costs and expenses incurred by it or any of its Affiliates in connection with the preparation, negotiation and execution of this Eighth Amendment or any document, instrument, agreement delivered pursuant to this Eighth Amendment, and all other reasonable and documented costs and expenses of the Administrative Agent described in Section 12.8.1 of the Credit AgreementDate and, to the extent invoiced at least two (2) Business Days prior to the Eighth Sixth Amendment Effective Date, reimbursement or payment of all reasonable out-of-pocket expenses required to be reimbursed or paid by the Borrowers hereunder and under the Amended Credit Agreement. Without limiting the generality of Section 9.03(c) of the Existing Credit Agreement, for purposes of determining compliance with the conditions specified in this Section 3, each Lender that has signed this Agreement 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 Sixth Amendment Effective Date specifying its objection thereto.

Conditions Precedent to Effectiveness. This Eighth The parties hereto agree that this Amendment shall become not be effective as until the satisfaction of the date hereof only upon satisfaction each of the following conditions precedent: (a) the due execution Lender shall have received a copy of this Amendment duly completed, executed and delivery of a counterpart signature page to this Eighth Amendment delivered by each of Borrower, Guarantor, the undersigned Lender (constituting all Lenders under Borrower and the Credit Agreement as of the Eighth Amendment Effective Date), Administrative Agent and Hermes Agentother Loan Parties; (b) receipt by Administrative Agent the Lender shall have received evidence of concurrent consummation of a duly executed copy of (i) related amendment to the New Foresight Energy Secured Credit Agreementcredit agreement evidencing the U.S. Cellular SOFR Loan Facility, which shall have been amended and restated on terms reasonably satisfactory to Administrative Agent and (ii) such other agreements evidencing the Refinancing as Administrative Agent shall reasonably request; (c) receipt by Administrative Agent and Hermes Agent of the following, each in form and substance reasonably satisfactory to Administrative Agent: (i) copies of each Organizational Document of each of the Credit Parties, in form and substance reasonably satisfactory to Administrative Agent, executed and delivered by each Credit Party and certified as of the Execution Date by a Responsible Officer of such Credit Party as being in full force and effect without modification or amendment; (ii) signature and incumbency certificates of the Responsible Office of each Credit Party executing this Eighth Amendment; (iii) resolutions of the Board of Directors or similar governing body of each Credit Party approving and authorizing the execution, delivery and performance of this Eighth Amendment and the agreements executed and documents delivered in connection herewith, certified as of the Eight Amendment Effective Date by a Responsible Officer of each Credit Party as being in full force and effect without modification or amendment; (iv) a good standing certificate from the applicable Governmental Authority of each Credit Party’s jurisdiction of formation dated a recent date; (d) receipt by Administrative Agent and Hermes Agent of an acknowledgment from Hermes of the amendments contemplated by this Eighth Amendment, which acknowledgment shall be in form and substance satisfactory reasonably acceptable to Administrative Agent the Lender; (c) the Lender shall have received evidence of concurrent consummation of a related amendment to the TDS ▇▇▇▇▇ Fargo Credit Agreement, which shall be in form and Hermes Agentsubstance reasonably acceptable to the Lender; (d) the Lender shall have received evidence of concurrent consummation of a related amendment to the credit agreement evidencing the U.S. Cellular Revolving Loan Facility, which shall be in form and substance reasonably acceptable to the Lender; (e) receipt by Administrative Agent the Lender shall have received evidence of concurrent consummation of a related amendment to the credit agreement evidencing the TDS CoBank Term Loan Facility, which shall be in form and substance reasonably requested “know your customer” materials and documentationacceptable to the Lender; (f) Borrower the Lender shall have paid received evidence of concurrent consummation of a related amendment to the Administrative Agent on credit agreement evidencing the Effective DateU.S. Cellular Term Loan Facility, for which shall be in form and substance reasonably acceptable to the ratable benefit Lender; (g) the Lender shall have received evidence of concurrent consummation of a related amendment to the undersigned Lender (constituting all Lenders under credit agreement evidencing the Credit Agreement as of U.S. Cellular Citibank Loan Facility, which shall be in form and substance reasonably acceptable to the Effective Date), a work fee in the amount of $100,000Lender; and (gi) receipt each of the representations and warranties made in this Amendment shall be true and correct in all material respects (or, to the extent any such representation or warranty is qualified as to "materiality" or "Material Adverse Effect" shall be true and correct in all respects) on and as of the Amendment Effective Date (as defined below), both before and after giving effect to the amendments contemplated by Administrative Agent this Amendment as if such representations and warranties were being made on and as of the 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 as of such earlier date, and the undersigned Lender representations and warranties contained in subsections (constituting all Lenders under a) and (b) of Section 5.05 of the Credit Agreement as of shall be deemed to refer to the Eighth Amendment Effective Date) of the reimbursement or payment of all reasonable and documented out-of-pocket costs and expenses incurred by it or any of its Affiliates in connection with the preparation, negotiation and execution of this Eighth Amendment or any document, instrument, agreement delivered most recent statements furnished pursuant to this Eighth Amendmentsubsections (a) and (b), and all other reasonable and documented costs and expenses respectively, of the Administrative Agent described in Section 12.8.1 6.01 of the Credit Agreement, to the extent invoiced at least two (2) Business Days prior to the Eighth Amendment Effective Date.

Conditions Precedent to Effectiveness. This Eighth The parties hereto agree that this Amendment shall become not be effective as until the satisfaction of the date hereof only upon satisfaction each of the following conditions precedent: (a) the due execution and delivery of a counterpart signature page to this Eighth Amendment by each of Borrower, Guarantor, the undersigned Lender (constituting all Lenders under the Credit Agreement as of the Eighth Amendment Effective Date), Administrative Agent shall have received a copy of this Amendment duly completed, executed and Hermes Agentdelivered by the Borrower and the other Loan Parties; (b) receipt by the Administrative Agent shall receive evidence of concurrent consummation of a duly executed copy of (i) related amendment to the New Foresight Energy Secured Parent Credit Agreement, which shall have been amended and restated on terms reasonably satisfactory to Administrative Agent and (ii) such other agreements evidencing the Refinancing as Administrative Agent shall reasonably request; (c) receipt by Administrative Agent and Hermes Agent of the following, each in form and substance reasonably satisfactory to Administrative Agent: (i) copies of each Organizational Document of each of the Credit Parties, in form and substance reasonably satisfactory to Administrative Agent, executed and delivered by each Credit Party and certified as of the Execution Date by a Responsible Officer of such Credit Party as being in full force and effect without modification or amendment; (ii) signature and incumbency certificates of the Responsible Office of each Credit Party executing this Eighth Amendment; (iii) resolutions of the Board of Directors or similar governing body of each Credit Party approving and authorizing the execution, delivery and performance of this Eighth Amendment and the agreements executed and documents delivered in connection herewith, certified as of the Eight Amendment Effective Date by a Responsible Officer of each Credit Party as being in full force and effect without modification or amendment; (iv) a good standing certificate from the applicable Governmental Authority of each Credit Party’s jurisdiction of formation dated a recent date; (d) receipt by Administrative Agent and Hermes Agent of an acknowledgment from Hermes of the amendments contemplated by this Eighth Amendment, which acknowledgment shall be in form and substance satisfactory reasonably acceptable to the Administrative Agent; (c) the Administrative Agent shall receive evidence of concurrent consummation of a related amendment to the Senior Term Loan Credit Agreement, which shall be in form and Hermes substance reasonably acceptable to the Administrative Agent; (d) the Administrative Agent shall receive evidence of concurrent consummation of a related amendment to the credit agreement evidencing the CoBank Parent Term Loan Facility, which shall be in form and substance reasonably acceptable to the Administrative Agent; (e) receipt by the Administrative Agent shall receive evidence of concurrent consummation of a related amendment to the credit agreement evidencing the CoBank Borrower Term Loan Facility, which shall be in form and substance reasonably requested “know your customer” materials and documentationacceptable to the Administrative Agent; (f) Borrower the Administrative Agent shall have paid receive evidence of concurrent consummation of a related amendment to the Credit Agreement, dated as of December 17, 2021, among the U.S. Cellular, the lenders party thereto, Citibank, N.A., as administrative agent, and Export Development Canada, as a mandated lead arranger and a lender, which shall be in form and substance reasonably acceptable to the Administrative Agent on the Effective Date, for the ratable benefit of the undersigned Lender (constituting all Lenders under the Credit Agreement as of the Effective Date), a work fee in the amount of $100,000; andAgent; (g) receipt by the Administrative Agent and the undersigned Lender (constituting all Lenders under the Credit Agreement as of the Eighth Amendment Effective Date) of the reimbursement or shall have received payment of all reasonable and documented invoiced out-of-pocket costs fees and expenses incurred by it or any of the Administrative Agent and its Affiliates (including the reasonable and invoiced fees, charges and disbursements of a single counsel for the Administrative Agent in reasonable detail, and one local counsel in each relevant jurisdiction), in connection with the preparation, negotiation negotiation, execution, delivery and execution administration of this Eighth Amendment; and (h) each of the representations and warranties made in this Amendment shall be true and correct in all material respects (or, to the extent any such representation or any documentwarranty is qualified as to "materiality" or "Material Adverse Effect" shall be true and correct in all respects) on and as of the Amendment Effective Date (as defined below), instrumentboth before and after giving effect to the amendments contemplated by this Amendment as if such representations and warranties were being made on and as of the Amendment Effective Date, agreement delivered except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, and the representations and warranties contained in subsections (a) and (b) of Section 5.05 of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to this Eighth Amendmentsubsections (a) and (b), and all other reasonable and documented costs and expenses respectively, of the Administrative Agent described in Section 12.8.1 6.01 of the Credit Agreement, to the extent invoiced at least two (2) Business Days prior to the Eighth Amendment Effective Date.

Conditions Precedent to Effectiveness. 2.1 This Eighth Amendment shall become effective as upon the satisfaction or waiver by the Administrative Agent and Lenders of the date hereof only upon satisfaction each of the following conditions precedent:precedent (the date of such satisfaction or waiver, the “Fifth Amendment Effective Date”): (a) the due execution and delivery of a counterpart signature page to this Eighth Amendment by each of Borrower, Guarantor, the undersigned Lender (constituting all Lenders under the Credit Agreement as of the Eighth Amendment Effective Date), The Administrative Agent and Hermes Agent; (b) ’s receipt by Administrative Agent of a duly executed copy of (i) the New Foresight Energy Secured Credit Agreement, which shall have been amended and restated on terms reasonably satisfactory to Administrative Agent and (ii) such other agreements evidencing the Refinancing as Administrative Agent shall reasonably request; (c) receipt by Administrative Agent and Hermes Agent of the following, each in form and substance reasonably satisfactory to Administrative Agent: of which shall be originals or telecopies (ifollowed promptly by originals) copies of each Organizational Document of unless otherwise specified, each of the Credit Parties, in form and substance reasonably satisfactory to Administrative Agent, which shall be properly executed and delivered by each Credit Party and certified as of the Execution Date by a Responsible Officer of such Credit Party as being in full force and effect without modification or amendment; (ii) signature and incumbency certificates of the Responsible Office of signing Loan Party, each Credit Party executing this Eighth Amendment; (iii) resolutions of dated the Board of Directors or similar governing body of each Credit Party approving and authorizing the execution, delivery and performance of this Eighth Amendment and the agreements executed and documents delivered in connection herewith, certified as of the Eight Fifth Amendment Effective Date by a Responsible Officer of and each Credit Party as being in full force and effect without modification or amendment; (iv) a good standing certificate from the applicable Governmental Authority of each Credit Party’s jurisdiction of formation dated a recent date; (d) receipt by Administrative Agent and Hermes Agent of an acknowledgment from Hermes of the amendments contemplated by this Eighth Amendment, which acknowledgment shall be in form and substance satisfactory to the Administrative Agent and Hermes Agent;each of the Lenders: (ei) receipt by executed counterparts of this Amendment from the Administrative Agent of reasonably requested “know your customer” materials and documentation; (f) Borrower shall have paid Agent, the Borrowers, the Guarantors, each Lender, in each case sufficient in number for distribution to the Administrative Agent on Agent, the Effective Date, for Administrative Agent’s counsel and the ratable benefit of the undersigned Lender (constituting all Lenders under the Credit Agreement as of the Effective Date), a work fee in the amount of $100,000; andCompany. (gi) receipt by Administrative Agent and Upon the undersigned reasonable request of any Lender (constituting all Lenders under the Credit Agreement as of the Eighth Amendment Effective Date) of the reimbursement or payment of all reasonable and documented out-of-pocket costs and expenses incurred by it or any of its Affiliates in connection with the preparation, negotiation and execution of this Eighth Amendment or any document, instrument, agreement delivered pursuant to this Eighth Amendment, and all other reasonable and documented costs and expenses of the Administrative Agent described in Section 12.8.1 of the Credit Agreement, to the extent invoiced made at least two ten (210) Business Days prior to the Eighth Fifth Amendment Effective Date, each Borrower shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Act, in each case at least three (3) Business Days prior to the Fifth Amendment Effective Date and (ii) at least three (3) Business Days prior to the Fifth Amendment Effective Date, any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Lender that so requests, a Beneficial Ownership Certification in relation to such Loan Party. (c) The Company shall have paid all reasonable accrued fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Fifth Amendment Effective Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements 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 Company and the Administrative Agent).

Conditions Precedent to Effectiveness. This Eighth Amendment shall become effective as (a) The resignation of the date hereof only upon Existing Administrative Agent and Existing Collateral Agent, the appointment of the Successor Administrative Agent and Successor Collateral Agent and the other matters contemplated in Article I above and the effectiveness of the amendments set forth in Section 2.1 of this Amendment, are subject to the satisfaction or waiver of the following conditions precedent:(the date of such satisfaction or waiver of such conditions being referred to herein as the “Seventh Amendment Effective Date” and the time of such satisfaction or waiver of such conditions being referred to herein as the, the “Seventh Amendment Effective Time”): (a1) the due execution and delivery of a counterpart signature page to this Eighth Amendment by each of Parent Borrower, Guarantorthe OpCo Borrower, the undersigned Existing Administrative Agent, the Existing Collateral Agent, the Successor Administrative Agent, the Successor Collateral Agent, the Existing Swingline Lender, the Swingline Lender, the Existing Issuing Lender, the Issuing Lender, each Exiting Lender (constituting all and the Lenders representing 100% of the Commitments under the Credit Agreement as have each delivered a duly executed counterpart of this Amendment to the Eighth Amendment Effective Date), Administrative Agent and Hermes Agent; (b2) receipt by the Parent Borrower, the OpCo Borrower, the Successor Administrative Agent Agent, the Successor Collateral Agent, the Swingline Lender, the Issuing Lender and the Lenders representing 100% of the Commitments have each delivered a duly executed copy counterpart of the Credit Agreement to the Administrative Agent; (i3) each Guarantor shall have delivered a duly executed counterpart of the acknowledgment and consent attached to this Amendment (the “Acknowledgment”) to the Successor Administrative Agent; (4) the New Foresight Energy Secured Successor Administrative Agent shall have received (A) a certificate from each of the Borrowers and each other Loan Party, dated the Seventh Amendment Effective Date, substantially in the form of Exhibit G to the Credit Agreement, which shall have been amended with appropriate insertions and restated on terms reasonably satisfactory to Administrative Agent attachments of resolutions or other actions, evidence of incumbency and the signature of authorized signatories and Organizational Documents, executed by a Responsible Officer and the Secretary or any Assistant Secretary or other authorized representative of such Loan Party and (iiB) such other agreements evidencing a good standing certificate (or the Refinancing as equivalent thereof) for each of the Loan Parties from its jurisdiction of formation; (5) the Successor Administrative Agent shall reasonably request; (c) receipt by Administrative Agent and Hermes Agent of the following, each in form and substance reasonably satisfactory to Administrative Agent: (i) copies of each Organizational Document of each of the Credit Partieshave received a certificate, in form and substance reasonably satisfactory to the Administrative Agent, executed and delivered by each Credit Party and certified of the Parent Borrower dated as of the Execution Seventh Amendment Effective Date signed by a Responsible Officer of such Credit Party the Parent Borrower certifying as being to the matters set forth in full force clauses (5) and effect without modification or amendment(6) below; (ii6) signature and incumbency certificates each of the Responsible Office of each representations and warranties made by any Loan Party pursuant to the Credit Party executing this Eighth Amendment; (iii) resolutions of Agreement and any other Loan Document to which it is a party shall, except to the Board of Directors or similar governing body of each Credit Party approving extent that they relate to a particular date, be true and authorizing the execution, delivery correct in all material respects on and performance of this Eighth Amendment and the agreements executed and documents delivered in connection herewith, certified as of the Eight Seventh Amendment Effective Date by a Responsible Officer as if made on and as of each Credit Party as being in full force and effect without modification or amendment; (iv) a good standing certificate from the applicable Governmental Authority of each Credit Party’s jurisdiction of formation dated a recent such date; (d7) receipt by no Default or Event of Default shall have occurred and be continuing on the Seventh Amendment Effective Date after giving effect to the effectiveness hereof; (8) the Parent Borrower shall have delivered to the Successor Administrative Agent and Hermes Agent the Lenders an opinion from each of an acknowledgment from Hermes of the amendments contemplated by this Eighth AmendmentDebevoise & P▇▇▇▇▇▇▇ LLP and R▇▇▇▇▇▇▇, which acknowledgment shall be ▇▇▇▇▇▇ & Finger, P.A., in form and substance reasonably satisfactory to the Successor Administrative Agent and Hermes Agentdated as of the Seventh Amendment Effective Date; (e9) receipt by (i) the Successor Administrative Agent of shall have received at least three Business Days prior to the Seventh Amendment Effective Date all documentation and other information that has been requested in writing by the Successor Administrative Agent at least five Business Days prior to the Seventh Amendment Effective Date regarding the Loan Parties reasonably requested by the Successor Administrative Agent in order to allow the Successor Administrative Agent to comply with applicable “know your customer” materials and documentationanti-money laundering rules and regulations, and (ii) with respect to each Loan Party or any Subsidiary thereof that qualifies as a “legal entity customer” under 31 C.F.R. § 1010.230 (the “Beneficial Ownership Regulation”), the Successor Administrative Agent shall have received at least three Business Days prior to the Seventh Amendment Effective Date a certification regarding beneficial ownership as required by the Beneficial Ownership Regulation in relation to such Loan Party or such Subsidiary; (f10) Borrower (A) the Borrowers shall have paid to the Existing Administrative Agent on the Effective DateAgent, (x) for the ratable benefit account of each applicable Lender, the aggregate outstanding principal amount of all Existing Loans and all accrued and unpaid interest and fees in respect of the undersigned Existing Loans and Existing Commitments owing to each such Lender (constituting all Lenders under the Existing Credit Agreement as of the Effective Date), a work fee in the amount of $100,000; and (g) receipt by Administrative Agent and the undersigned Lender (constituting all Lenders under the Credit Agreement as of the Eighth Seventh Amendment Effective DateDate and (y) of the reimbursement or payment of all reasonable and documented out-of-pocket costs and expenses incurred by it or any of its Affiliates the Existing Administrative Agent, in connection with the preparation, negotiation negotiation, execution, delivery and execution administration of this Eighth Amendment or and (B) JPMorgan Chase Bank, N.A., as Lead Arranger and the Successor Administrative Agent, shall have received all fees and expenses separately agreed with the Parent Borrower related to the Commitments to the extent due (which may be offset against the proceeds of any documentLoans made under the Credit Agreement on the date hereof); (11) the Successor Administrative Agent shall have received a notice of conversion of Eurodollar Loans (as defined in the Existing Credit Agreement) to Term SOFR Rate Loans; (12) the Successor Administrative Agent and the Term Loan Agent shall have executed and delivered the Notice of Successor Agent Under Intercreditor Agreement, instrumentdated as of the Seventh Amendment Effective Date; (13) The Administrative Agent shall have received evidence of insurance coverage in form, agreement delivered pursuant to this Eighth Amendmentscope, and all other reasonable and documented costs and expenses of substance reasonably satisfactory to the Administrative Agent described and otherwise in Section 12.8.1 compliance with the terms of the Credit Agreement, to ; and (14) the extent invoiced at least two (2) Business Days prior to Existing Administrative Agent shall have received evidence of the Eighth Backstop L/C in full force and effect. The making of Revolving Credit Loans by the Lenders on the Seventh Amendment Effective DateDate shall conclusively be deemed to constitute an acknowledgment by the Administrative Agent and each Lender that each of the conditions precedent set forth herein shall have been satisfied in accordance with its respective terms or shall have been irrevocably waived by such Person.

Conditions Precedent to Effectiveness. This Eighth Amendment Joinder shall become not be effective as of the date hereof only upon satisfaction until each of the following conditions precedentprecedent have been fulfilled to the reasonable satisfaction of the Administrative Agent: (a) the due execution and delivery of a counterpart signature page to this Eighth Amendment by each of Borrower, Guarantor, the undersigned Lender (constituting all Lenders under the Credit Agreement as of the Eighth Amendment Effective Date), Administrative Agent and Hermes Agent; (b) receipt by Administrative Agent of a duly executed copy of (i) the New Foresight Energy Secured Credit Agreement, which a. This Joinder shall have been amended duly executed and restated on terms reasonably satisfactory to Administrative Agent delivered by the respective parties hereto, and (ii) such other agreements evidencing the Refinancing as Administrative Agent shall reasonably request; (c) receipt by Administrative Agent be in full force and Hermes Agent of the following, each effect and shall be in form and substance reasonably satisfactory to the Administrative Agent:. (i) copies of each Organizational Document of each b. All action on the part of the Credit PartiesNew [Borrower/Facility Guarantor] and the other Loan Parties necessary for the valid execution, delivery and performance by the New [Borrower/Facility Guarantor] and the other Loan Parties of this Joinder and all other documentation, instruments, and agreements to be executed in connection herewith shall have been duly and effectively taken and evidence thereof reasonably satisfactory to the Administrative Agent shall have been provided to the Administrative Agent. c. The New [Borrower/Facility Guarantor] (and each other Loan Party, to the extent requested by the Administrative Agent) shall each have delivered the following to the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent, executed : i. Certificate of Legal Existence and delivered Good Standing issued by each Credit Party and certified as the Secretary of the Execution Date by a Responsible Officer State of its incorporation or organization. ii. Certificate of an authorized officer relating to the organization and existence of such party, the authorization of the transactions contemplated by the Loan Documents, and attesting to the true signatures of each Person authorized as a signatory to any of the Loan Documents, together with true and accurate copies of all Charter Documents. iii. Perfection Certificate in the form of Annex I to the Security Agreement. iv. Execution and delivery by the New [Borrower/Facility Guarantor] of the following Loan Documents: a) [Joinders to the Revolving Credit Party as being in full force and effect without modification or amendmentNotes to the Domestic Lenders]; (iib) signature [Joinders to the Revolving Credit Notes to the Canadian Lenders]; c) [Joinder to the Swingline Note to the Domestic Swingline Lender]; d) [Joinder to the Swingline Note to the Canadian Swingline Lender]; e) [Joinder to the Security Documents, as applicable]; f) [Joinder to the Fee Letter]; g) [Blocked Account Agreement with ]; and h) [add other applicable documents and incumbency certificates agreements required by the Agents]. d. The Agents shall have received a written legal opinion of the Responsible Office of each Credit Party executing this Eighth Amendment; (iii) resolutions of Loan Parties’ counsel addressed to the Board of Directors or similar governing body of each Credit Party approving and authorizing the execution, delivery and performance of this Eighth Amendment Agents and the agreements executed and documents delivered in connection herewithother Lenders, certified covering such matters relating to the New [Borrower/Facility Guarantor], the Loan Documents and/or the transactions contemplated thereby as of the Eight Amendment Effective Date by a Responsible Officer of each Credit Party as being in full force and effect without modification or amendment;Agents shall reasonably request. (iv) a good standing certificate from the applicable Governmental Authority of each Credit Party’s jurisdiction of formation dated a recent date; (d) receipt by e. The Administrative Agent shall have received all documents and Hermes Agent of an acknowledgment from Hermes of instruments, including UCC financing statements and PPSA registration statements, required by law or reasonably requested by the amendments contemplated by this Eighth Amendment, which acknowledgment shall be in form and substance satisfactory to Administrative Agent to be filed, registered, published or recorded in order to create or perfect the first priority Lien (subject only to Permitted Encumbrances having priority by operation of Applicable Law) intended to be created under the Loan Documents and Hermes Agent; (e) receipt by Administrative Agent of reasonably requested “know your customer” materials all such documents and documentation; (f) Borrower instruments shall have paid been so filed, registered or recorded or other arrangements reasonably satisfactory to the Administrative Agent on the Effective Datefor such filing, for the ratable benefit of the undersigned Lender (constituting all Lenders under the registration or recordation shall have been made. f. All fees and Credit Agreement as of the Effective Date), a work fee in the amount of $100,000; and (g) receipt by Administrative Agent and the undersigned Lender (constituting all Lenders under the Credit Agreement as of the Eighth Amendment Effective Date) of the reimbursement or payment of all reasonable and documented out-of-pocket costs and expenses Party Expenses incurred by it or any of its Affiliates the Agents in connection with the preparation, preparation and negotiation and execution of this Eighth Amendment or any document, instrument, agreement delivered pursuant to this Eighth Amendment, Joinder and all other related documents (including the reasonable and documented costs fees and expenses of the Administrative Agent described in Section 12.8.1 of the Credit Agreement, counsel to the extent invoiced at least two (2Agents) Business Days prior shall have been paid in full. g. No Default or Event of Default shall have occurred and be continuing. h. The Loan Parties shall have executed and delivered to the Eighth Amendment Effective DateAgents such additional documents, instruments, and agreements as the Agents may reasonably request.

Conditions Precedent to Effectiveness. This Eighth Amendment Agreement shall become effective as of the date hereof only upon satisfaction of on which the following conditions precedent:have been satisfied in a manner satisfactory to the Initial Lender and Administrative Agent (such date, the “Effective Date”): (a) the due execution The Initial Lender and delivery Administrative Agent have received counterparts of a counterpart signature page to this Eighth Amendment by each of BorrowerAgreement, Guarantorduly executed and delivered, the undersigned Lender (constituting from all Lenders under the Credit Agreement as of the Eighth Amendment Effective Date), Administrative Agent and Hermes Agentparties hereto; (b) receipt by The Initial Lender and Administrative Agent have received a legal opinion of a duly executed copy of (i) counsel for the New Foresight Energy Secured Credit Agreement, which shall have been amended and restated on terms reasonably satisfactory to Administrative Agent and (ii) such other agreements evidencing the Refinancing as Administrative Agent shall reasonably request; (c) receipt by Administrative Agent and Hermes Agent of the following, each in form and substance reasonably satisfactory to Administrative Agent: (i) copies of each Organizational Document of each of the Credit PartiesBorrower, in form and substance reasonably satisfactory to the Initial Lender and Administrative Agent, executed and delivered by each Credit Party and certified covering such matters as of the Execution Date by a Responsible Officer of such Credit Party as being in full force and effect without modification or amendmentInitial Lender may reasonably request; (iic) signature The Initial Lender and incumbency certificates Administrative Agent have received a certificate of the Responsible Office Borrower signed by an Authorized Officer of each Credit Party executing this Eighth Amendment; the Borrower (iiiA) certifying and attaching the resolutions of the Board board of Directors managers or directors (or similar items) of the Borrower approving or consenting to this Amendment Agreement and the increase to the Total Term Commitment, (B) attaching charter (or similar formation documents), certified by the appropriate Governmental Authority, (C) attaching bylaws (or similar governing body documents), (D) attaching good standing certificates in its state of each Credit Party approving incorporation (or formation) and authorizing (E) certifying that the execution, delivery representations and performance warranties contained in Article V of this Eighth Amendment Agreement are true and the agreements executed and documents delivered in connection herewith, certified as of the Eight Amendment Effective Date by a Responsible Officer of each Credit Party as being in full force and effect without modification or amendment; (iv) a good standing certificate from the applicable Governmental Authority of each Credit Party’s jurisdiction of formation dated a recent datecorrect; (d) receipt by Administrative Agent and Hermes Agent of an acknowledgment from Hermes of The Initial Lender shall have received such other documents as the amendments contemplated by this Eighth Amendment, which acknowledgment shall be in form and substance satisfactory to Administrative Agent and Hermes AgentInitial Lender may have reasonably requested; (e) receipt by Administrative Agent All fees hereunder or under the Credit Agreement due and owing on or prior to the date of reasonably requested “know your customer” materials and documentation;this Amendment Agreement have been paid in full; and (f) Borrower The Original Document Custodian shall have paid to the Administrative Agent on the Effective Date, for the ratable benefit of the undersigned Lender (constituting all Lenders under the Credit Agreement as of the Effective Date), a work fee in the amount of $100,000; and (g) receipt by Administrative Agent and the undersigned Lender (constituting all Lenders under the Credit Agreement as of the Eighth Amendment Effective Date) of the reimbursement or received payment of all reasonable and documented out-of-pocket costs of its fees and expenses incurred by it or any of its Affiliates in connection with the preparation, negotiation (including legal fees) due and execution of this Eighth Amendment or any document, instrument, agreement delivered pursuant to this Eighth Amendment, and all other reasonable and documented costs and expenses of the Administrative Agent described in Section 12.8.1 of the Credit Agreement, payable to the extent invoiced at least two (2) Business Days prior to the Eighth Amendment Effective DateOriginal Document Custodian.

Conditions Precedent to Effectiveness. This Eighth Amendment shall become effective as The effectiveness of each of the date hereof only upon satisfaction Existing Purchase Agreements was subject to the fulfillment of the following conditions precedent: (a) the due execution and delivery of a counterpart signature page to this Eighth Amendment by each of Borrower, Guarantorsuch Existing Purchase Agreement, the undersigned Lender Servicing Agreement, the Collection Agency Agreement, the Irrevocable Payment Instructions, the Underwriting Agreement and the Transfer Agreement (constituting all Lenders under as such terms are defined in such Existing Purchase Agreement) shall each have been duly executed by the Credit Agreement as of parties thereto and shall each be in full force and effect, and the Eighth Amendment Effective Date), Administrative Program Agent and Hermes Agentshall have received fully executed copies thereof; (b) receipt by Administrative the Program Agent shall have received fully executed copies of a duly executed copy of (i) the New Foresight Energy Secured Credit each Underwriting Agreement, Distribution Plan, Prospectus and Advisory Agreement relating to each Fund which shall have been amended be in full force and restated on terms reasonably satisfactory to Administrative Agent effect and (ii) such other agreements evidencing the Refinancing as Administrative Agent shall reasonably request; (c) receipt by Administrative Agent and Hermes Agent of the following, each be in form and substance reasonably satisfactory to Administrative the Program Agent:; (ic) copies the Program Agent shall have received such opinions of each Organizational Document of each of the Credit Partiescounsel as it shall have reasonably requested in form, in form scope and substance reasonably satisfactory to Administrative the Program Agent, executed and delivered by each Credit Party and certified as of the Execution Date by a Responsible Officer of such Credit Party as being in full force and effect without modification or amendment; (ii) signature and incumbency certificates of the Responsible Office of each Credit Party executing this Eighth Amendment; (iii) resolutions of the Board of Directors or similar governing body of each Credit Party approving and authorizing the execution, delivery and performance of this Eighth Amendment and the agreements executed and documents delivered in connection herewith, certified as of the Eight Amendment Effective Date by a Responsible Officer of each Credit Party as being in full force and effect without modification or amendment; (iv) a good standing certificate from the applicable Governmental Authority of each Credit Party’s jurisdiction of formation dated a recent date; (d) receipt by Administrative the Program Agent and Hermes Agent of an acknowledgment from Hermes shall have received a signed certificate of the amendments contemplated by this Eighth AmendmentPresident or a Vice President and a Secretary or Assistant Secretary of the Distributor (as defined in such Existing Purchase Agreement), which acknowledgment shall be the Seller (as defined in such Existing Purchase Agreement)and the applicable Advisor, substantially in the form of Exhibits B-▇, ▇-▇ and substance satisfactory to Administrative Agent and Hermes AgentB-3 hereto, respectively; (e) the Program Agent shall have received time stamped receipt copies of proper financing statements duly filed under the UCC of all jurisdictions that the Program Agent may reasonably deem necessary or desirable in order to perfect the ownership interest of the Seller in the Receivables (as defined in such Existing Purchase Agreement) sold pursuant to the Transfer Agreement and to perfect the ownership interest of the Purchaser in the Purchased Receivables (as defined in such Existing Purchase Agreement) relating to each Fund, as contemplated by Administrative such Existing Purchase Agreement, and the Collections in respect thereto, each of which shall be in form, scope and substance satisfactory to the Program Agent as of reasonably requested “know your customer” materials and documentationthe date given; (f) Borrower the Program Agent shall have paid received certified copies of requests for information (Form UCC-11) (or a similar search report certified by a party acceptable to the Administrative Agent on the Effective Date, for the ratable benefit of the undersigned Lender (constituting all Lenders under the Credit Agreement as of the Effective DateProgram Agent), a work fee dated reasonably near the initial Purchase Date under such Existing Purchase Agreement, listing all effective financing statements which name the Distributor or the Seller (under their present names or any previous names), as debtor and which are filed in the amount jurisdictions in which filings were required to be made pursuant to Section 3.01(e) of $100,000such Existing Purchase Agreement, together with copies of such financing statements (none of which, shall indicate any Adverse Claim on any Receivables); and (g) receipt the Board of Trustees of each Company shall have approved the Distribution Plan and Underwriting Agreement relating to each Fund related to such Company by Administrative Agent and a vote of the undersigned Lender (constituting all Lenders under majority of its Trustees who are not interested persons, within the Credit Agreement meaning of the Investment Company Act, in recognition of the transactions contemplated by the Facility Documents by resolution acceptable as of the Eighth Amendment Effective Date) of the reimbursement or payment of all reasonable and documented out-of-pocket costs and expenses incurred by it or any of its Affiliates in connection with the preparation, negotiation and execution of this Eighth Amendment or any document, instrument, agreement delivered pursuant to this Eighth Amendment, and all other reasonable and documented costs and expenses of the Administrative Agent described in Section 12.8.1 of the Credit Agreement, date given to the extent invoiced at least two (2) Business Days prior to the Eighth Amendment Effective DateProgram Agent.

Conditions Precedent to Effectiveness. This Eighth The effectiveness of this Amendment shall become effective as of is subject to the date hereof only upon satisfaction of the following conditions precedent:, unless specifically waived in writing by Agent (the date on which the conditions have been satisfied or waived in writing by Agent, the “Effective Date”): (a) Agent shall have received a duly executed version of the due execution following documents, in each case, in form and delivery of a counterpart signature page substance satisfactory to Agent: (i) this Eighth Amendment by each of BorrowerAmendment; (ii) that certain Officer’s Closing Certificate, Guarantor, the undersigned Lender (constituting all Lenders under the Credit Agreement dated as of the Eighth Amendment Effective Date)date hereof, Administrative Agent and Hermes made by Innovex in favor of Agent; (biii) receipt by Administrative a certificate of the Secretary or Assistant Secretary (or other equivalent officer, partner or manager) of each Borrower in form and substance satisfactory to Agent dated as of a duly executed copy of the date hereof which shall certify (i) the New Foresight Energy Secured Credit Agreement, which shall have been amended and restated on terms reasonably satisfactory to Administrative Agent and (ii) such other agreements evidencing the Refinancing as Administrative Agent shall reasonably request; (c) receipt by Administrative Agent and Hermes Agent copies of the following, each resolutions in form and substance reasonably satisfactory to Administrative Agent: (i) copies of each Organizational Document of each , of the Credit Partiesboard of directors (or other equivalent governing body, in form and substance reasonably satisfactory to Administrative Agent, executed and delivered by each Credit Party and certified as of the Execution Date by a Responsible Officer member or partner) of such Credit Party as being in full force and effect without modification or amendment; (ii) signature and incumbency certificates of the Responsible Office of each Credit Party executing this Eighth Amendment; (iii) resolutions of the Board of Directors or similar governing body of each Credit Party approving and Borrower authorizing the execution, delivery and performance of this Eighth Amendment and any Other Document related thereto, (ii) the agreements executed incumbency and documents delivered in connection herewith, certified as signature of the Eight officers of such Borrower authorized to execute this Amendment Effective Date and such Other Documents, (iii) copies of the Organizational Documents of such Borrower as in effect on such date, complete with all amendments thereto, certified, in the case of any Certificate of Formation, Certificate of Incorporation or related document, by a Responsible Officer the Secretary of each Credit Party State or other appropriate official of such Borrower’s jurisdiction of formation not more than thirty (30) days prior to the date hereof and (iv) the good standing (or equivalent status) of such Borrower in its jurisdiction of organization, as being in full force and effect without modification evidenced by good standing certificate(s) (or amendmentthe equivalent thereof issued by any applicable jurisdiction) dated not more than thirty (30) days prior to the date hereof, issued by the Secretary of State or other appropriate official of such jurisdiction; (iv) a good standing certificate from executed legal opinions of ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇ LLP and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, which shall cover such matters incident to the applicable Governmental Authority transactions contemplated by this Amendment and related agreements as Agent may reasonably require; and (v) all other documents and information as shall be reasonably requested by Agent or any Lender; (b) Agent shall have received updated lien searches on each Borrower, the results of each which shall be satisfactory to the Agent and the Required Lenders and shall reveal no liens other than Permitted Encumbrances; (c) The representations and warranties made by the Loan Parties contained herein and in the Credit Party’s jurisdiction Agreement, as amended hereby, and the Other Documents, shall be true and correct in all material respects (without duplication of formation dated a recent any materiality qualifier contained therein) as of the date hereof, as if those representations and warranties were made for the first time on such date, except for those representations and warranties that are specifically made as of another date which shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such other date; (d) receipt by Administrative Agent and Hermes Agent No Default or Event of an acknowledgment from Hermes Default shall exist under the Credit Agreement or any of the amendments contemplated by Other Documents, and no Default or Event of Default will result under the Credit Agreement or any Other Documents from the execution, delivery or performance of this Eighth Amendment, which acknowledgment shall be in form and substance satisfactory to Administrative Agent and Hermes Agent;; and (e) receipt by Administrative Agent of reasonably requested “know your customer” materials and documentation; (f) Borrower shall have paid to the Administrative Agent on the Effective Date, for the ratable benefit of the undersigned Lender (constituting all Lenders under the Credit Agreement as of the Effective Date), a work fee in the amount of $100,000; and (g) receipt by Administrative Agent and the undersigned Lender (constituting all Lenders under the Credit Agreement as of the Eighth Amendment Effective Date) of the reimbursement or received payment of all reasonable and documented out-of-pocket costs fees and expenses incurred by it or any of its Affiliates Agent and the Required Lenders in connection with the preparation, negotiation and execution of this Eighth Amendment or any document, instrument, agreement delivered pursuant to this Eighth Amendment, and all other reasonable and documented costs and expenses of the Administrative Agent described in Section 12.8.1 of the Credit Agreement, to the extent invoiced at least two (2) Business Days prior to the Eighth Amendment Effective DateOther Documents and this Amendment.

Conditions Precedent to Effectiveness. This Eighth The effectiveness of this Amendment shall become effective as and the obligations of the date hereof only upon satisfaction of Lenders hereunder are subject to the following conditions precedentconditions, unless the Required Lenders waive such conditions: (a) receipt by the due execution and delivery Administrative Agent from each of the parties hereto of a duly executed counterpart signature page to of this Eighth Amendment signed by each of Borrower, Guarantor, the undersigned Lender (constituting all Lenders under the Credit Agreement as of the Eighth Amendment Effective Date), Administrative Agent and Hermes Agentsuch party; (b) receipt by the Administrative Agent of all documents which the Administrative Agent or any Lender may reasonably request relating to the existence of each Loan Party, the authority for and the validity of this Amendment, and any other matters relevant hereto, all in form and substance satisfactory to the Administrative Agent, including without limitation a duly executed copy certificate of incumbency of each Loan Party (the “Officer’s Certificate”), signed by the Secretary, an Assistant Secretary, or other authorized representative of the respective Loan Party, substantially in the form of Exhibit G to the Credit Agreement, certifying as to the names, true signatures and incumbency of the officer or officers of the respective Loan Party, authorized to execute and deliver this Amendment, and certified copies of the following items: (i) the New Foresight Energy Secured Credit Agreement, which shall have been amended and restated on terms reasonably satisfactory to Administrative Agent and Loan Party’s Organizational Documents; (ii) such other agreements evidencing the Refinancing as Administrative Agent shall reasonably request; (c) receipt by Administrative Agent and Hermes Agent of the following, each in form and substance reasonably satisfactory to Administrative Agent: (i) copies of each Organizational Document of each of the Credit Parties, in form and substance reasonably satisfactory to Administrative Agent, executed and delivered by each Credit Party and certified as of the Execution Date by a Responsible Officer of such Credit Party as being in full force and effect without modification or amendment; (ii) signature and incumbency certificates of the Responsible Office of each Credit Party executing this Eighth Amendment; Loan Party’s Operating Documents; (iii) resolutions a certificate of the Board Secretary of Directors State of such Loan Party’s state of organization as to the good standing or similar governing body existence of each Credit such Loan Party, and (iv) the Organizational Action, if any, taken by the board of directors of the Loan Party approving and authorizing the Loan Party’s execution, delivery and performance of this Eighth Amendment; (c) the fact that the representations and warranties of the Borrower and Initial Guarantors contained in Section 5 of this Amendment shall be true on and the agreements executed and documents delivered in connection herewith, certified as of the Eight Amendment Effective Date by a Responsible Officer of each Credit Party as being in full force and effect without modification or amendment; (iv) a good standing certificate from the applicable Governmental Authority of each Credit Party’s jurisdiction of formation dated a recent date;date hereof; and (d) receipt by Administrative Agent and Hermes Agent of an acknowledgment from Hermes of the amendments contemplated by this Eighth Amendment, which acknowledgment shall be in form and substance satisfactory to Administrative Agent and Hermes Agent; (e) receipt by Administrative Agent of reasonably requested “know your customer” materials and documentation; (f) Borrower shall have (i) paid to the Administrative Agent on the Effective Date, for the ratable benefit account of the undersigned each Lender that is a signatory to this Amendment (constituting all Lenders under the Credit Agreement as of the Effective Dateeach an “Approving Lender”), a work fee in equal to the amount aggregate of $100,0000.25% of each Approving Lender’s Revolver Commitment; and and (gii) receipt by reimbursed the Administrative Agent and the undersigned Lender (constituting for all Lenders under the Credit Agreement as of the Eighth Amendment Effective Date) of the reimbursement or payment of all reasonable and documented out-of-pocket costs and expenses incurred by it or any of its Affiliates in connection with the preparationfees, negotiation and execution of this Eighth Amendment or any document, instrument, agreement delivered pursuant to this Eighth Amendment, and all other reasonable and documented costs and expenses of the Administrative Agent described in Section 12.8.1 closing presented as of the Credit Agreement, to the extent invoiced at least two (2) Business Days prior to the Eighth Second Amendment Effective Date.

Conditions Precedent to Effectiveness. This Eighth Amendment shall become effective on the date (the “Second Amendment Effective Date”) when each of the following conditions shall have been satisfied: (i) (a) Company, the Administrative Agent and the 2015 Incremental Term Lenders shall have signed a counterpart hereof (whether the same or different counterparts) and shall have delivered (including by way of facsimile or other electronic transmission) the same to the Administrative Agent, (b) Company, the Administrative Agent and each 2015 Incremental Term Loan Lender shall have signed a counterpart (whether the same or different counterparts) of that certain 2015 Incremental Term Loan Commitment Agreement, dated as of the date hereof only upon satisfaction (the “2015 Incremental Term Loan Commitment Agreement”) and shall have delivered (including by way of facsimile or other electronic transmission) the following conditions precedentsame to the Administrative Agent and (c) each Subsidiary Guarantor shall have signed a counterpart (whether the same or different counterparts) of an acknowledgement in connection with the 2015 Incremental Term Loan Commitment Agreement and shall have delivered (including by way of facsimile or other electronic transmission) the same to the Administrative Agent; (ii) the Administrative Agent shall have received from Company and each other Loan Party the following: (a) an officer’s certificate certifying that (x) no amendments, modifications or changes have been made to (i) the due execution Certificate or Articles of Incorporation or other appropriate organizational documents of such Loan Party and delivery (ii) the Bylaws or similar organizational documents of such Loan Party, since such documents were delivered to the Administrative Agent on the Closing Date or on the date such Loan Party became a counterpart signature page Subsidiary Guarantor or (y) attached to this Eighth Amendment by such officer’s certificate are (i) the Certificate or Articles of Incorporation or other appropriate organizational documents of such Loan Party and (ii) the Bylaws or similar organizational documents of such Loan Party, in each of Borrower, Guarantor, the undersigned Lender (constituting all Lenders under the Credit Agreement as case of the Eighth foregoing clauses (x) and (y), together with a good standing certificate from the Secretary of State of such Loan Party’s jurisdiction of incorporation or formation each dated a recent date prior to the Second Amendment Effective Date), Administrative Agent and Hermes Agent; (b) receipt by Resolutions of the Board of Directors or similar governing body of such Loan Party (or other evidence reasonably satisfactory to the Administrative Agent Agent) approving and authorizing the execution, delivery and performance of a duly executed copy of (i) this Amendment and the New Foresight Energy Secured Amended Credit Agreement, which shall have been amended and restated on terms reasonably satisfactory to Administrative Agent and (ii) such other agreements evidencing the Refinancing as Administrative Agent shall reasonably request; (c) receipt by Administrative Agent and Hermes Agent of the following, each in form and substance reasonably satisfactory to Administrative Agent: (i) copies of each Organizational Document of each of the Credit Parties, in form and substance reasonably satisfactory to Administrative Agent, executed and delivered by each Credit Party and certified as of the Execution Second Amendment Effective Date by the corporate secretary, an assistant secretary or a Responsible Officer of such Credit Loan Party as being in full force and effect without modification or amendment;; and (iic) signature Signature and incumbency certificates of the Responsible Office officers of each Credit such Loan Party executing this Eighth Amendment; (iii) resolutions the representations and warranties contained in Section 5 of the Board Credit Agreement and in the other Loan Documents shall be true and correct in all material respects (or, in the case of Directors any representation or similar governing body of each Credit Party approving warranty already qualified by materiality, in all respects) on and authorizing the execution, delivery and performance of this Eighth Amendment and the agreements executed and documents delivered in connection herewith, certified as of the Eight Second Amendment Effective Date to the same extent as though made on and as of that date (except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects (or, in the case of any representation or warranty already qualified by a Responsible Officer materiality, in all respects) on and as of such earlier date) and as if each reference in any such representation or warranty to “this Agreement” or “the Credit Party Agreement” included reference to this Amendment and to the Credit Agreement, as being in full force and effect without modification or amendmentamended by this Amendment (the “Amended Credit Agreement”); (iv) a good standing certificate from the applicable Governmental Authority after giving effect to this Amendment, no Potential Event of each Credit Party’s jurisdiction Default or Event of formation dated a recent date;Default shall have occurred and be continuing; and (dv) receipt by Administrative Agent and Hermes Agent of an acknowledgment from Hermes of the amendments contemplated by this Eighth Amendment, which acknowledgment shall be in form and substance satisfactory to Administrative Agent and Hermes Agent; (e) receipt by Administrative Agent of reasonably requested “know your customer” materials and documentation; (f) Borrower Company shall have paid (x) to Credit Suisse Securities (USA) LLC all fees set forth in the Engagement Letter dated as of June 5, 2015 between Company and Credit Suisse Securities (USA) LLC within the time periods specified therein and (y) to the Administrative Agent on the Effective Date, for the ratable benefit of the undersigned Lender (constituting all Lenders under the Credit Agreement as of the Effective Date), a work fee in the amount of $100,000; and (g) receipt by Administrative Agent and the undersigned Lender (constituting all Lenders under the Credit Agreement as of the Eighth Amendment Effective Date) of the reimbursement or payment of all reasonable and documented out-of-pocket costs and expenses incurred by it or any of its Affiliates in connection with the preparation, negotiation and execution of this Eighth Amendment or any document, instrument, agreement delivered pursuant to this Eighth Amendment, and all other reasonable and documented costs and expenses account of the Administrative Agent described all reasonable fees, expenses and other amounts payable to the Administrative Agent in Section 12.8.1 connection with this Amendment (including, without limitation, all reasonable legal fees and expenses of White & Case LLP, counsel to the Credit Agreement, Administrative Agent to the extent invoiced at least two (2) Business Days an invoice has been provided to Company prior to the Eighth Second Amendment Effective Date).

Conditions Precedent to Effectiveness. This Eighth Amendment shall become effective as The satisfaction of the date hereof only upon satisfaction each of the following shall constitute conditions precedent:precedent to the effectiveness of this Agreement and each and every provision hereof (such date being the “Agreement Effective Date”): (a) the due execution and delivery of Lender shall have received a counterpart signature page of this Agreement duly executed and delivered by Borrower; (b) Borrower shall have received a counterpart of this Agreement duly executed and delivered by Lender; (c) Lender shall have received the Restated Senior Exchangeable Note, in the form of Exhibit A attached hereto, duly executed and delivered by Borrower; (d) Lender shall have received a counterpart of Amendment No. 2 to this Eighth that certain Share Pledge Agreement dated as of April 23, 2008, by and among Borrower, Lender, as secured party, and Lender, as collateral agent, as amended by Amendment No. 1 to the Share Pledge Agreement dated as of December 4, 2008, in the form of Exhibit B attached hereto (the “Pledge Agreement Amendment”), duly executed and delivered by Borrower; (e) Lender shall have received counterparts of Amendment No. 1 to that certain Registration Rights Agreement dated as of April 23, 2008 by and among Synutra International, Inc., a Delaware corporation (the “Company”), Borrower and Lender, in the form of Exhibit C attached hereto (the “Registration Rights Agreement Amendment”), duly executed and delivered by Borrower and the Company; (f) Lender shall have received a counterpart of the Drag-Along Agreement, by and between Lender and Borrower, in the form of Exhibit D attached hereto (the “Drag-Along Agreement”), duly executed and delivered by Borrower; (g) Borrower shall have received a counterpart of the Drag-Along Agreement duly executed and delivered by Lender; (h) Lender shall have received a counterpart of the Irrevocable Transfer Agent Instructions, by and among Lender, Borrower, the Company and Computershare, Inc., the Company’s transfer agent (the “Transfer Agent”), in the form of Exhibit E attached hereto (the “Instructions”), duly executed and delivered by each of Borrower, Guarantor, the undersigned Lender (constituting all Lenders under Company and the Credit Agreement as of the Eighth Amendment Effective Date), Administrative Agent and Hermes Transfer Agent; (b) receipt by Administrative Agent of a duly executed copy of (i) the New Foresight Energy Secured Credit Agreement, which Borrower shall have been amended and restated on terms reasonably satisfactory to Administrative Agent and (ii) such other agreements evidencing the Refinancing as Administrative Agent shall reasonably request; (c) receipt by Administrative Agent and Hermes Agent received a counterpart of the following, each in form and substance reasonably satisfactory to Administrative Agent: (i) copies of each Organizational Document of each of the Credit Parties, in form and substance reasonably satisfactory to Administrative Agent, Instructions duly executed and delivered by each Credit Party and certified as of the Execution Date by a Responsible Officer of such Credit Party as being in full force and effect without modification or amendment; (ii) signature and incumbency certificates of the Responsible Office of each Credit Party executing this Eighth Amendment; (iii) resolutions of the Board of Directors or similar governing body of each Credit Party approving and authorizing the execution, delivery and performance of this Eighth Amendment Lender and the agreements executed and documents delivered in connection herewith, certified as of the Eight Amendment Effective Date by a Responsible Officer of each Credit Party as being in full force and effect without modification or amendment; (iv) a good standing certificate from the applicable Governmental Authority of each Credit Party’s jurisdiction of formation dated a recent date; (d) receipt by Administrative Agent and Hermes Agent of an acknowledgment from Hermes of the amendments contemplated by this Eighth Amendment, which acknowledgment shall be in form and substance satisfactory to Administrative Agent and Hermes Transfer Agent; (ej) receipt except for representations and warranties which would otherwise fail to be true and correct solely as a result of the occurrence and continuance of the Specified Default, the representations and warranties herein and in the Note and the other Transaction Documents shall be true and correct in all material respects (except for those representations and warranties that are qualified by Administrative Agent materiality or a Material Adverse Effect, which shall be true and correct in all respects) as of reasonably requested “know your customer” materials the date hereof, as though made on such date (except for representations and documentationwarranties that speak as of a specific date, which shall be true and correct as of such specified date), and Borrower shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by it at or prior to the Agreement Effective Date. Lender shall have received a certificate from Borrower, executed by the director of Borrower and dated as of the Agreement Effective Date, to the foregoing effect in the form attached hereto as Exhibit F; (fk) no Event of Default (other than the Specified Default) shall have occurred and be continuing on the date hereof, nor shall any Event of Default result from the consummation of the transactions contemplated herein; (l) Lender shall have received the opinion of ▇▇▇▇▇▇ and ▇▇▇▇▇▇, Borrower’s outside British Virgin Islands counsel, dated as of the Agreement Effective Date, in substantially the form of Exhibit G attached hereto; (m) Lender shall have received the opinion of Sidley Austin LLP, Borrower’s outside U.S. counsel, dated as of the Agreement Effective Date, in substantially the form of Exhibit H attached hereto; (n) Borrower shall have paid delivered to Lender a certificate evidencing the good standing of Borrower in the British Virgin Islands dated as of a date within twenty (20) days prior to the Administrative Agent on Agreement Effective Date; (o) Borrower shall have delivered to Lender a certified copy of the Borrower Articles (as defined below), as certified by the Registrar of Companies of the British Virgin Islands dated as of a date within twenty (20) days prior to the Agreement Effective Date; (p) Borrower shall have delivered to Lender a certificate, executed by a director of Borrower and dated as of the Agreement Effective Date, for certifying the ratable benefit resolutions adopted by Borrower’s Board of Directors approving (i) this Agreement, (ii) the restatement of the undersigned Note, as contemplated in the Recitals, (iii) the Pledge Agreement Amendment, (iv) the Registration Rights Agreement Amendment, (v) the Drag-Along Agreement, and (vi) the transactions contemplated by each of the foregoing, certifying the current versions of the Borrower Articles and certifying as to the signatures and authority of Persons signing the Transaction Documents and related documents on behalf of Borrower, such resolutions in the form of Exhibit F attached hereto; (q) Borrower shall have delivered to Lender (constituting all Lenders under a certificate, executed by the Credit Agreement Secretary of the Company and dated as of the Agreement Effective Date), a work fee certifying the resolutions adopted by the Company’s Board of Directors approving the Registration Rights Agreement Amendment, and the transactions contemplated thereby, certifying the current versions of the Company’s Certificate of Incorporation and the Company’s Bylaws and certifying as to the signatures and authority of Persons signing the Transaction Documents and related documents on behalf of the Company, such resolutions in the amount form of $100,000Exhibit I attached hereto; (r) No judgment, writ, order, injunction, award or decree of or by any court, or judge, justice or magistrate, including any bankruptcy court or judge, or any order of or by any governmental authority, shall have been issued, and no action or proceeding shall have been instituted by any governmental authority, enjoining or preventing the consummation of the transactions contemplated by this Agreement or the other Transaction Documents; (s) Lender shall have perfected its security interest in and to the Pledged Collateral (as defined in the Pledge Agreement) to the reasonable satisfaction of Lender; (t) Borrower shall have delivered to the Collateral Agent (as defined in the Pledge Agreement) (the “Collateral Agent”) the certificates representing the Pledged Stock (as defined in the Pledge Agreement) and the Powers (as defined in the Pledge Agreement); and (gu) receipt by Administrative Agent and the undersigned Lender (constituting all Lenders under the Credit Agreement shall have received such other information, documents, instruments, approvals or legal matters as of the Eighth Amendment Effective Date) of the reimbursement Lender or payment of all reasonable and documented out-of-pocket costs and expenses incurred by it or any of its Affiliates in connection with the preparation, negotiation and execution of this Eighth Amendment or any document, instrument, agreement delivered pursuant to this Eighth Amendment, and all other reasonable and documented costs and expenses of the Administrative Agent described in Section 12.8.1 of the Credit Agreement, to the extent invoiced at least two (2) Business Days prior to the Eighth Amendment Effective Datecounsel may reasonably require.

Conditions Precedent to Effectiveness. This Eighth Amendment shall become effective as (a) The effectiveness of this Agreement is subject to the date hereof only upon satisfaction of the following conditions precedent: (a) the due execution and delivery of a counterpart signature page to this Eighth Amendment by each of Borrower, Guarantor, the undersigned Lender (constituting all Lenders under the Credit Agreement as of the Eighth Amendment Effective Date), Administrative Agent and Hermes Agent; (b) receipt by Administrative Agent of a duly executed copy of (i) the New Foresight Energy Secured Credit Agreement, which shall have been amended and restated on terms reasonably satisfactory to Administrative Agent and (ii) such other agreements evidencing the Refinancing as Administrative Agent shall reasonably request; (c) receipt by Administrative Agent and Hermes Agent of the following, each in form and substance reasonably satisfactory to Administrative Agentconditions: (i) copies of each Organizational Document of each of This Agreement, the Credit Parties, in form Administrative Services Agreement and substance reasonably satisfactory to Administrative Agent, executed and delivered by each Credit Party and certified as of the Execution Date by a Responsible Officer of such Credit Party as being Custodian Agreement shall be in full force and effect without modification or amendment; (ii) signature and incumbency certificates of the Responsible Office of each Credit Party executing this Eighth Amendment; (iii) resolutions of the Board of Directors or similar governing body of each Credit Party approving and authorizing the execution, delivery and performance of this Eighth Amendment and the agreements executed and documents delivered in connection herewith, certified as of the Eight Amendment Effective Date by a Responsible Officer of each Credit Party as being in full force and effect without modification or amendment; (iv) a good standing certificate from the applicable Governmental Authority of each Credit Party’s jurisdiction of formation dated a recent date; (d) receipt by Administrative Agent and Hermes Agent of an acknowledgment from Hermes of the amendments contemplated by this Eighth Amendment, which acknowledgment shall be in form and substance satisfactory to Administrative Agent the Insurer and Hermes Agent;an executed counterpart of each such agreement shall have been delivered to the Insurer, (eii) receipt by Administrative Agent of reasonably requested “know your customer” materials The Insurer and documentation; (f) Borrower the Fund shall have paid to the Administrative Agent on the Effective Date, for the ratable benefit received (1) a certificate of the undersigned Lender (constituting all Lenders under the Credit Agreement Secretary or Assistant Secretary of Pilgrim, dated as of the Effective Date), as to the incumbency and signature of the officers or other employees of Pilgrim authorized to sign this Agreement and the Administrative Services Agreement on behalf of Pilgrim, together with evidence of the incumbency of such Secretary or Assistant Secretary, certified by the Secretary or Assistant Secretary of Pilgrim, and (2) a work fee certificate of the Secretary or Assistant Secretary of Aeltus, dated as of the Effective Date, as to the incumbency and signature of the officers or other employees of Aeltus authorized to sign this Agreement on behalf of Aeltus, together with evidence of the incumbency of such Secretary or Assistant Secretary, certified by the Secretary or Assistant Secretary of Aeltus; (iii) The Insurer, Pilgrim and Aeltus shall have received a certificate of the Secretary or Assistant Secretary of the Fund, dated as of the Effective Date, as to the incumbency and signature of the officers or other employees of the Fund authorized to sign this Agreement, the Administrative Services Agreement and the Custodian Agreement on behalf of the Fund, together with evidence of the incumbency of such Secretary or Assistant Secretary, certified by the Secretary or Assistant Secretary of the Fund; (iv) Pilgrim, Aeltus and the Fund shall have received a certificate of the Secretary or Assistant Secretary of the Insurer, dated as of the Effective Date, as to the incumbency and signature of the officers or other employees of the Insurer authorized to sign this Agreement on behalf of the Insurer, together with evidence of the incumbency of such Secretary or Assistant Secretary, certified by the Secretary or Assistant Secretary of the Insurer; (v) The Insurer shall have received (1) a certificate of the Secretary or Assistant Secretary of Pilgrim, dated as of the Effective Date, certifying that attached thereto are true, complete and correct copies of the resolutions duly adopted by the Board of Directors of Pilgrim authorizing the execution of this Agreement and all other Transaction Documents entered into on or prior to the Effective Date to which Pilgrim is a party, and (2) a certificate of the Secretary or Assistant Secretary of Aeltus, dated as of the Effective Date, certifying that attached thereto are true, complete and correct copies of the resolutions duly adopted by the Board of Directors of Aeltus authorizing the (vi) The Insurer shall have received certificates of the Secretary or Assistant Secretary of the Fund, dated as of the Effective Date, certifying that attached thereto are true, complete and correct copies of resolutions duly adopted by the Board of Trustees of the Fund authorizing the execution of this Agreement and all Transaction Documents entered into on or prior to the Effective Date to which it is a party and of the Declaration of Trust; (vii) Each party to this Agreement shall have received the following executed legal opinions, in form and substance satisfactory to each of the amount parties hereto, dated the Effective Date: (A) the opinion of $100,000Dechert, as counsel to Pilgrim, substantially to the effect set forth in Exhibit I-1; (B) the opinion of Mich▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇q., as counsel to Aeltus, substantially to the effect set forth in Exhibit I-2; (C) the opinion of an Associate General Counsel and Vice President of the Insurer, substantially to the effect set forth in Exhibit J; and (gD) receipt by Administrative Agent and the undersigned Lender opinion of Dechert, as counsel to the Fund, substantially to the effect set forth in Exhibit K; (constituting all Lenders under the Credit Agreement as viii) The Insurer shall have received a copy of the Eighth Amendment Effective DateDeclaration of Trust, certified by the Secretary of The Commonwealth of Massachusetts; and (ix) of the reimbursement or payment of All corporate and other proceedings, and all reasonable documents, instruments and documented out-of-pocket costs and expenses incurred by it or any of its Affiliates other legal matters in connection with the preparationtransactions contemplated by this Agreement and the other Transaction Documents shall be satisfactory in form and substance to the Insurer, negotiation and the Insurer shall have received such other documents and legal opinions in respect of any aspect or consequence of the transactions contemplated hereby or thereby as it shall reasonably request. (b) The obligation of the Insurer to issue each Policy is subject to the satisfaction of the following conditions on the Inception Date with respect to the related PPF: (i) The Insurer shall have received a certificate of the Secretary or Assistant Secretary of Pilgrim dated as of such Inception Date certifying that (A) a registration statement on Form N-1A with respect to each Class of Shares with respect to such PPF (1) has been prepared by the Fund in conformity with the requirements of the Acts and the rules and regulations of the Commission thereunder, (2) has been filed with the Commission under the Acts, (3) has become effective under the Acts, (B) if any post-effective amendment to such registration statement has been filed prior to the Inception Date, the most recent such amendment has been declared effective by the Commission, (C) true and complete copies of such registration statement as amended to the Inception (ii) The Investment Management Agreement with Pilgrim, the Sub-Adviser Agreement with Aeltus, the Expense Limitation Agreement, and the Custodian Service and Monitoring Agreement with respect to such PPF shall be in full force and effect and an executed counterpart of each such agreement shall have been delivered to the Insurer; (iii) A copy of the Establishment and Designation of Series and Classes with respect to such PPF, certified by the Secretary of The Commonwealth of Massachusetts, shall have been delivered to the Insurer; (iv) A copy of the Final Prospectus with respect to each Class of Shares of such PPF shall have been delivered to the Insurer; (v) Each party to this Agreement shall have received the following executed legal opinions, in form and substance satisfactory to each of the parties hereto, dated the Inception Date: (A) the opinion of Dechert, as counsel to Pilgrim, substantially to the effect set forth in Exhibit L-1; (B) the opinion of Mich▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇q., as counsel to Aeltus, substantially to the effect set forth in Exhibit L-2; (C) the opinion of an Assistant General Counsel of State Street Bank and Trust Company, substantially to the effect set forth in Exhibit M; and (D) the opinion of Dechert, as counsel to the Fund, substantially to the effect set forth in Exhibit N. (vi) The Insurer shall have received a certificate of the Secretary or Assistant Secretary of the Fund certifying that attached thereto are true, complete and correct copies of the resolutions duly adopted by the Board of Trustees of the Fund authorizing the creation of such PPF and the execution by the Fund of this Eighth Amendment the Investment Management Agreement and the Custodian Service and Monitoring Agreement with respect to such (vii) The Insurer shall have received a certificate of the Secretary or any documentAssistant Secretary of Pilgrim certifying that attached thereto are true, instrumentcomplete and correct copies of the resolutions duly adopted by the Board of Directors of Pilgrim authorizing the execution by Pilgrim of the Investment Management Agreement and the Sub-Adviser Agreement with respect to such PPF; (viii) The Insurer shall have received a certificate of the Secretary or Assistant Secretary of Aeltus certifying that attached thereto are true, agreement delivered complete and correct copies of the resolutions duly adopted by the Board of Directors of Aeltus authorizing the execution by Aeltus of the Sub-Adviser Agreement with respect to such PPF; (ix) The Insurer and the Fund shall have received a certificate of the Secretary or Assistant Secretary of Pilgrim as to the incumbency and signature of the officers or other employees of Pilgrim authorized to sign the Investment Management Agreement and the Sub-Adviser Agreement with respect to such PPF on behalf of Pilgrim, together with evidence of the incumbency of such Secretary or Assistant Secretary, certified by the Secretary or Assistant Secretary of Pilgrim; (x) The Insurer and the Fund shall have received a certificate of the Secretary or Assistant Secretary of Aeltus as to the incumbency and signature of the officers or other employees of Aeltus authorized to sign the Sub-Adviser Agreement with respect to such PPF on behalf of Aeltus, together with evidence of the incumbency of such Secretary or Assistant Secretary, certified by the Secretary or Assistant Secretary of Aeltus; (xi) The Insurer and Pilgrim shall have received a certificate of the Secretary or Assistant Secretary of the Fund as to the incumbency and signature of the officers or other employees of the Fund authorized to sign the Investment Management Agreement and the Custodian Service and Monitoring Agreement with respect to such PPF on behalf of the Fund, together with evidence of the incumbency of such Secretary or Assistant Secretary, certified by the Secretary or Assistant Secretary of the Fund; (xii) Each of the representations and warranties made by Pilgrim, Aeltus and the Fund in or pursuant to this Eighth Amendmentthe Transaction Documents shall be true and correct in all material respects on and as of such date; (xiii) No Default or Event of Default shall have occurred and be continuing on such date; (xiv) No statute, rule, regulation or order shall have been enacted, entered or deemed applicable by any Government Authority which would make the transactions contemplated by any of the Transaction Documents illegal or otherwise prevent the consummation thereof; and (xv) All proceedings, and all documents, instruments and other reasonable legal matters in connection with the creation of such PPF shall be satisfactory in form and documented costs and expenses of the Administrative Agent described in Section 12.8.1 of the Credit Agreement, substance to the extent invoiced at least two (2) Business Days prior to the Eighth Amendment Effective DateInsurer.

Conditions Precedent to Effectiveness. This Eighth Amendment The ------------------------------------- effectiveness of this Amended and Restated Receivables Financing Agreement is subject to the condition precedent that the Administrator shall become effective as of have received, on or before the date hereof only upon satisfaction of such effectiveness, the following conditions precedentfollowing, each (unless otherwise indicated) dated such date and in form and substance satisfactory to the Administrator: (a) the due execution and delivery of a counterpart signature page to this Eighth Amendment by each of Borrower, Guarantor, the undersigned Lender (constituting all Lenders under the Credit Agreement as A copy of the Eighth Amendment Effective Date), Administrative Agent and Hermes Agent; (b) receipt by Administrative Agent of a duly executed copy of (i) the New Foresight Energy Secured Credit Agreement, which shall have been amended and restated on terms reasonably satisfactory to Administrative Agent and (ii) such other agreements evidencing the Refinancing as Administrative Agent shall reasonably request; (c) receipt by Administrative Agent and Hermes Agent of the following, each in form and substance reasonably satisfactory to Administrative Agent: (i) copies of each Organizational Document of each of the Credit Parties, in form and substance reasonably satisfactory to Administrative Agent, executed and delivered by each Credit Party and certified as of the Execution Date by a Responsible Officer of such Credit Party as being in full force and effect without modification or amendment; (ii) signature and incumbency certificates of the Responsible Office of each Credit Party executing this Eighth Amendment; (iii) resolutions of the Board of Directors or similar governing body of each Credit Party of the Company and AnnTaylor approving and authorizing the execution, delivery and performance of this Eighth Amendment Agreement and the agreements executed other Transaction Documents to which it is a party to be delivered by it hereunder and documents delivered in connection herewiththe transactions contemplated hereby, certified as of the Eight Amendment Effective Date by a Responsible Officer of each Credit Party as being in full force and effect without modification its Secretary or amendmentAssistant Secretary; (ivb) a Good standing certificates for the Company issued by the Secretaries of State of Delaware and Connecticut; good standing certificates for AnnTaylor issued by the Secretaries of State of New York and Delaware; (c) A certificate of the Secretary or Assistant Secretary of each of the Company and AnnTaylor certifying the names and true signatures of the officers authorized on its behalf to sign this Agreement and the other Transaction Documents to be delivered by it hereunder (on which certificate the Administrator and Lender may conclusively rely until such time as the Administrator shall receive from the applicable Governmental Authority Company or AnnTaylor, as the case may be, a revised certificate meeting the requirements of each Credit Party’s jurisdiction of formation dated a recent datethis subsection (c)); (d) receipt by Administrative Agent and Hermes Agent The Certificate of an acknowledgment from Hermes Incorporation of each of the amendments contemplated Company and AnnTaylor, duly certified by this Eighth Amendmentthe Secretary of State of Delaware, which acknowledgment shall be in form as of a recent date acceptable to Administrator, together with a copy of the by-laws of each of the Company and substance satisfactory to Administrative Agent and Hermes AgentAnnTaylor, duly certified by the Secretary or an Assistant Secretary of the Company or AnnTaylor, as the case may be; (e) receipt Copies of proper assignments of, and amendments to, the financing statements (Form UCC-1) filed in connection with the transactions contemplated by Administrative Agent the Original Financing Agreement, and copies of reasonably requested “know your customer” materials proper financing statements (Form UCC-1) naming the Company as the debtor and documentationLender as the secured party, filed or delivered to the Lender or the Administrator for filing; (f) Borrower shall have paid A search report updating the search report delivered in connection with the Original Financing Agreement provided in writing to the Administrative Agent on Administrator by LEXIS Document Service, listing all effective financing statements that name the Effective DateCompany or AnnTaylor as debtor and that are filed in the jurisdictions in which filings were made pursuant to subsection (e) above and in such other ------------- jurisdictions that Administrator shall reasonably request, for together with copies of such financing statements (none of which shall cover the ratable benefit Receivables Pool or any interests therein other than those in favor of Clipper); (g) Duly executed copies of Lock-Box Agreements with each of the undersigned Lender Lock-Box Banks; (constituting all Lenders under h) Opinions of (i) Skadden, Arps, Slate, Meagher & Flom, s▇▇▇▇▇▇ counsel t▇ ▇▇e Company, in substantially the Credit Agreement as form of the Effective DateExhibits 5.01(h)-(i), 5.01(h)-(iii) and 5.01(h)- ------------------- ------------- -------- (iv), (ii) Jocelyn F.L. Barandiara▇, ▇▇▇▇ral co▇▇▇▇▇ ▇▇▇ ▇he ---------- Company, in substantially the form of Exhibit 5.01(h)-(ii) ------------------- and (iii) Tyler, Cooper & Alcorn, specia▇ ▇▇▇▇ect▇▇▇▇ (i) Such powers of attorney as the Administrator shall reasonably request to enable the Administrator to collect all amounts due under any and all Pool Receivables; (j) A pro forma Information Package, assuming a work fee in Cut- --------- Off Date of October 27, 1995; (k) The Assignment Agreement, duly executed by Clipper, State Street, Lender and the amount of $100,000Administrator; (l) The Liquidity Agreement, duly executed by Lender, the Liquidity Agent and each Liquidity Bank; (m) The Spread Account Agreement, duly executed by the parties thereto; (n) An amendment to the Purchase Agreement, duly executed by the Company and AnnTaylor; (o) The Note, duly executed by the Company; and (gp) receipt The Fee Letter, duly executed by Administrative Agent and the undersigned Lender (constituting all Lenders under the Credit Agreement as of the Eighth Amendment Effective Date) of the reimbursement or payment of all reasonable and documented out-of-pocket costs and expenses incurred by it or any of its Affiliates in connection with the preparation, negotiation and execution of this Eighth Amendment or any document, instrument, agreement delivered pursuant to this Eighth Amendment, and all other reasonable and documented costs and expenses of the Administrative Agent described in Section 12.8.1 of the Credit Agreement, to the extent invoiced at least two (2) Business Days prior to the Eighth Amendment Effective Date.Company and

Conditions Precedent to Effectiveness. This Eighth The effectiveness of this Amendment shall become effective as of is subject to the date hereof only upon satisfaction (or waiver) of the following conditions precedent:(the time at which all such conditions are so satisfied (or waived) is referred to herein as the “First Amendment Effective Date”): (a) the due execution and delivery No Event of a counterpart signature page to this Eighth Amendment by each Default under Section 8.01(a), (f) or (g) of Borrower, Guarantor, the undersigned Lender (constituting all Lenders under the Credit Agreement as of the Eighth Amendment Effective Date), Administrative Agent shall exist and Hermes Agentbe continuing immediately after giving effect to this Amendment; (b) receipt by the Administrative Agent of a duly executed copy of (i) the New Foresight Energy Secured Credit Agreement, which shall have been amended and restated received from each party hereto a counterpart of this Amendment signed on terms reasonably satisfactory to behalf of the Borrower, the Administrative Agent and each First Amendment Incremental Term Lender (ii) such which, in each case, may be .pdf copies or delivered by other agreements evidencing the Refinancing as Administrative Agent shall reasonably requestelectronic method); (c) receipt by the Administrative Agent and Hermes Agent of shall have received a Committed Loan Notice relating to the following, each in form and substance reasonably satisfactory to Administrative Agent: (i) copies of each Organizational Document of each of the Credit Parties, in form and substance reasonably satisfactory to Administrative Agent, executed and delivered by each Credit Party and certified as of the Execution Date by a Responsible Officer of such Credit Party as being in full force and effect without modification or amendment; (ii) signature and incumbency certificates of the Responsible Office of each Credit Party executing this Eighth Amendment; (iii) resolutions of the Board of Directors or similar governing body of each Credit Party approving and authorizing the execution, delivery and performance of this Eighth First Amendment and the agreements executed and documents delivered in connection herewith, certified as of the Eight Amendment Effective Date by a Responsible Officer of each Credit Party as being in full force and effect without modification or amendment; (iv) a good standing certificate from the applicable Governmental Authority of each Credit Party’s jurisdiction of formation dated a recent dateIncremental Term Loans; (d) receipt by the Administrative Agent shall have received such customary documents and Hermes certifications (including certificates of incorporation and bylaws, certificate of resolutions, board minutes or other action, and, if applicable, good standing certificates) as the Administrative Agent may reasonably require to evidence (A) the identity, authority and capacity of an acknowledgment from Hermes each Responsible Officer of the amendments contemplated by Loan Parties acting as such in connection with this Eighth AmendmentAmendment and the other Loan Documents and (B) that the Loan Parties are duly organized or formed, which acknowledgment shall be and that each of them is validly existing and, to the extent applicable, in form and substance satisfactory to Administrative Agent and Hermes Agentgood standing; (e) receipt by the Administrative Agent shall have received a solvency certificate executed by the chief financial officer or similar officer, director or authorized signatory of reasonably requested “know your customer” materials the Borrower (after giving effect to this Amendment and documentationthe borrowing of the First Amendment Incremental Term Loans) substantially in the form attached as Exhibit H to the Credit Agreement; (f) Borrower shall have paid to the Administrative Agent shall have received a certificate of a Responsible Officer of the Borrower certifying as to the matters set forth in Sections 3(a) and 3(h) of this Amendment; (g) the Administrative Agent shall have received an opinion from ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, New York counsel to the Loan Parties; (h) subject to the provisions in Section 1.02(i) of the Credit Agreement, the representations and warranties of the Borrower and each other Loan Party contained in Article V of the Credit Agreement or any other Loan Document shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality) on and as of the First Amendment Effective Date, for except to the ratable benefit 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 (and in all respects if any such representation or warranty is already qualified by materiality) as of such earlier date; (i) The Administrative Agent shall have received a funding direction letter with an attached funds flow memorandum executed by the undersigned Lender (constituting all Lenders under the Credit Agreement Borrower, dated as of the First Amendment Effective Date), a work fee in the amount of $100,000; and (gj) receipt to the extent a reasonably detailed invoice therefor has been received by the Borrower at least three (3) Business Days prior to the First Amendment Effective Date (or such later date as the Borrower may agree), the Administrative Agent and the undersigned Lender (constituting all Lenders under the Credit Agreement as shall have been reimbursed by or on behalf of the Eighth Amendment Effective Date) of the reimbursement or payment of Borrower for all reasonable and documented out-of-pocket costs and expenses incurred by it or any of its Affiliates in connection with this Amendment in accordance with and subject to the preparation, negotiation and execution terms of this Eighth Amendment or any document, instrument, agreement delivered pursuant to this Eighth Amendment, and all other reasonable and documented costs and expenses of the Administrative Agent described in Section 12.8.1 10.04 of the Credit Agreement, . (k) The First Amendment Incremental Term Loan Lenders shall have received all customary documentation and other information with respect to the extent invoiced Loan Parties that is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the Patriot Act, in each case that has been reasonably requested by such First Amendment Incremental Term Loan Lenders at least two three (23) Business Days prior to the Eighth First Amendment Effective Date and (ii) to the extent requested by such Incremental Term Loan Lenders at least three (3) Business Days prior to the First Amendment Effective Date, if any Loan Party qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, such Loan Party shall have delivered a Beneficial Ownership Certification in relation to such Loan Party.

Conditions Precedent to Effectiveness. This Eighth Amendment shall become effective as (a) The effectiveness of this Agreement is subject to the date hereof only upon satisfaction of the following conditions precedent: (a) the due execution and delivery of a counterpart signature page to this Eighth Amendment by each of Borrower, Guarantor, the undersigned Lender (constituting all Lenders under the Credit Agreement as of the Eighth Amendment Effective Date), Administrative Agent and Hermes Agent; (b) receipt by Administrative Agent of a duly executed copy of (i) the New Foresight Energy Secured Credit Agreement, which shall have been amended and restated on terms reasonably satisfactory to Administrative Agent and (ii) such other agreements evidencing the Refinancing as Administrative Agent shall reasonably request; (c) receipt by Administrative Agent and Hermes Agent of the following, each in form and substance reasonably satisfactory to Administrative Agentconditions: (i) copies of each Organizational Document of each of This Agreement, the Credit Parties, in form Administrative Services Agreement and substance reasonably satisfactory to Administrative Agent, executed and delivered by each Credit Party and certified as of the Execution Date by a Responsible Officer of such Credit Party as being Custodian Agreement shall be in full force and effect without modification or amendment; (ii) signature and incumbency certificates of the Responsible Office of each Credit Party executing this Eighth Amendment; (iii) resolutions of the Board of Directors or similar governing body of each Credit Party approving and authorizing the execution, delivery and performance of this Eighth Amendment and the agreements executed and documents delivered in connection herewith, certified as of the Eight Amendment Effective Date by a Responsible Officer of each Credit Party as being in full force and effect without modification or amendment; (iv) a good standing certificate from the applicable Governmental Authority of each Credit Party’s jurisdiction of formation dated a recent date; (d) receipt by Administrative Agent and Hermes Agent of an acknowledgment from Hermes of the amendments contemplated by this Eighth Amendment, which acknowledgment shall be in form and substance satisfactory to Administrative Agent the Insurer and Hermes Agent;an executed counterpart of each such agreement shall have been delivered to the Insurer, (eii) receipt by Administrative Agent of reasonably requested “know your customer” materials The Insurer and documentation; (f) Borrower the Fund shall have paid to the Administrative Agent on the Effective Date, for the ratable benefit received (1) a certificate of the undersigned Lender (constituting all Lenders under the Credit Agreement Secretary or Assistant Secretary of Pilgrim, dated as of the Effective Date), as to the incumbency and signature of the officers or other employees of Pilgrim authorized to sign this Agreement and the Administrative Services Agreement on behalf of Pilgrim, together with evidence of the incumbency of such Secretary or Assistant Secretary, certified by the Secretary or Assistant Secretary of Pilgrim, and (2) a work fee certificate of the Secretary or Assistant Secretary of Aeltus, dated as of the Effective Date, as to the incumbency and signature of the officers or other employees of Aeltus authorized to sign this Agreement on behalf of Aeltus, together with evidence of the incumbency of such Secretary or Assistant Secretary, certified by the Secretary or Assistant Secretary of Aeltus; (iii) The Insurer, Pilgrim and Aeltus shall have received a certificate of the Secretary or Assistant Secretary of the Fund, dated as of the Effective Date, as to the incumbency and signature of the officers or other employees of the Fund authorized to sign this Agreement, the Administrative Services Agreement and the Custodian Agreement on behalf of the Fund, together with evidence of the incumbency of such Secretary or Assistant Secretary, certified by the Secretary or Assistant Secretary of the Fund; (iv) Pilgrim, Aeltus and the Fund shall have received a certificate of the Secretary or Assistant Secretary of the Insurer, dated as of the Effective Date, as to the incumbency and signature of the officers or other employees of the Insurer authorized to sign this Agreement on behalf of the Insurer, together with evidence of the incumbency of such Secretary or Assistant Secretary, certified by the Secretary or Assistant Secretary of the Insurer; (v) The Insurer shall have received (1) a certificate of the Secretary or Assistant Secretary of Pilgrim, dated as of the Effective Date, certifying that attached thereto are true, complete and correct copies of the resolutions duly adopted by the Board of Directors of Pilgrim authorizing the execution of this Agreement and all other Transaction Documents entered into on or prior to the Effective Date to which Pilgrim is a party, and (2) a certificate of the Secretary or Assistant Secretary of Aeltus, dated as of the Effective Date, certifying that attached thereto are true, complete and correct copies of the resolutions duly adopted by the Board of Directors of Aeltus authorizing the execution of this Agreement and all other Transaction Documents entered into on or prior to the Effective Date to which Aeltus is a party; (vi) The Insurer shall have received certificates of the Secretary or Assistant Secretary of the Fund, dated as of the Effective Date, certifying that attached thereto are true, complete and correct copies of resolutions duly adopted by the Board of Trustees of the Fund authorizing the execution of this Agreement and all Transaction Documents entered into on or prior to the Effective Date to which it is a party and of the Declaration of Trust; (vii) Each party to this Agreement shall have received the following executed legal opinions, in form and substance satisfactory to each of the amount parties hereto, dated the Effective Date: (A) the opinion of $100,000Dechert, as counsel to Pilgrim, substantially to the effect set forth in Exhibit I-1; (B) the opinion of Michael J. Gioffre, Esq., as counsel to Aeltus, substan▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇ct set forth in Exhibit I-2; (C) the opinion of an Associate General Counsel and Vice President of the Insurer, substantially to the effect set forth in Exhibit J; and (gD) receipt the opinion of Dechert, as counsel to the Fund, substantially to the effect set forth in Exhibit K; (viii) The Insurer shall have received a copy of the Declaration of Trust, certified by Administrative Agent and the undersigned Lender Secretary of The Commonwealth of Massachusetts; (constituting all Lenders under ix) The Insurer shall have received the Credit Fourth Amendment to Financial Guaranty Agreement dated as of the Eighth Amendment Effective Date) , substantially in the form of the reimbursement or payment of all reasonable Exhibit R hereto, duly executed by Aeltus and documented out-of-pocket costs and expenses incurred by it or any of its Affiliates in connection with the preparationAetna Series Fund, negotiation and execution of this Eighth Amendment or any document, instrument, agreement delivered pursuant to this Eighth Amendment, and all other reasonable and documented costs and expenses of the Administrative Agent described in Section 12.8.1 of the Credit Agreement, to the extent invoiced at least two (2) Business Days prior to the Eighth Amendment Effective Date.Inc.; and

Conditions Precedent to Effectiveness. This Eighth The parties hereto agree that this Amendment shall become not be effective as until the satisfaction of the date hereof only upon satisfaction each of the following conditions precedent: (a) the due execution Lender shall have received a copy of this Amendment duly completed, executed and delivery of a counterpart signature page to this Eighth Amendment delivered by each of Borrower, Guarantor, the undersigned Lender (constituting all Lenders under Borrower and the Credit Agreement as of the Eighth Amendment Effective Date), Administrative Agent and Hermes Agentother Loan Parties; (b) receipt by Administrative Agent the Lender shall have received evidence of concurrent consummation of a duly executed copy of (i) related amendment to the New Foresight Energy Secured Credit Agreementcredit agreement evidencing the U.S. Cellular SOFR Loan Facility, which shall have been amended and restated on terms reasonably satisfactory to Administrative Agent and (ii) such other agreements evidencing the Refinancing as Administrative Agent shall reasonably request; (c) receipt by Administrative Agent and Hermes Agent of the following, each in form and substance reasonably satisfactory to Administrative Agent: (i) copies of each Organizational Document of each of the Credit Parties, in form and substance reasonably satisfactory to Administrative Agent, executed and delivered by each Credit Party and certified as of the Execution Date by a Responsible Officer of such Credit Party as being in full force and effect without modification or amendment; (ii) signature and incumbency certificates of the Responsible Office of each Credit Party executing this Eighth Amendment; (iii) resolutions of the Board of Directors or similar governing body of each Credit Party approving and authorizing the execution, delivery and performance of this Eighth Amendment and the agreements executed and documents delivered in connection herewith, certified as of the Eight Amendment Effective Date by a Responsible Officer of each Credit Party as being in full force and effect without modification or amendment; (iv) a good standing certificate from the applicable Governmental Authority of each Credit Party’s jurisdiction of formation dated a recent date; (d) receipt by Administrative Agent and Hermes Agent of an acknowledgment from Hermes of the amendments contemplated by this Eighth Amendment, which acknowledgment shall be in form and substance satisfactory reasonably acceptable to Administrative Agent the Lender; (c) the Lender shall have received evidence of concurrent consummation of a related amendment to the TDS ▇▇▇▇▇ Fargo Credit Agreement, which shall be in form and Hermes Agentsubstance reasonably acceptable to the Lender; (d) the Lender shall have received evidence of concurrent consummation of a related amendment to the credit agreement evidencing the U.S. Cellular Revolving Loan Facility, which shall be in form and substance reasonably acceptable to the Lender; (e) receipt by Administrative Agent the Lender shall have received evidence of concurrent consummation of a related amendment to the credit agreement evidencing the TDS CoBank Term Loan Facility, which shall be in form and substance reasonably requested “know your customer” materials and documentationacceptable to the Lender; (f) Borrower the Lender shall have paid received evidence of concurrent consummation of a related amendment to the Administrative Agent on credit agreement evidencing the Effective DateU.S. Cellular Term Loan Facility, for which shall be in form and substance reasonably acceptable to the ratable benefit of the undersigned Lender (constituting all Lenders under the Credit Agreement as of the Effective Date), a work fee in the amount of $100,000; andLender; (g) receipt by Administrative Agent the Lender shall have received evidence of concurrent consummation of a related amendment to the credit agreement evidencing the U.S. Cellular Citibank Loan Facility, which shall be in form and substance reasonably acceptable to the undersigned Lender; (h) the Lender (constituting all Lenders under the Credit Agreement as of the Eighth Amendment Effective Date) of the reimbursement or shall have received payment of all reasonable and documented invoiced out-of-pocket costs fees and expenses incurred by it or any of the Lender and its Affiliates (including the reasonable and invoiced fees, charges and disbursements of a single counsel for the Lender in reasonable detail, and, if applicable, one local counsel in each relevant jurisdiction), in connection with the preparation, negotiation negotiation, execution, delivery and execution administration of this Eighth Amendment; and (i) each of the representations and warranties made in this Amendment shall be true and correct in all material respects (or, to the extent any such representation or any documentwarranty is qualified as to "materiality" or "Material Adverse Effect" shall be true and correct in all respects) on and as of the Amendment Effective Date (as defined below), instrumentboth before and after giving effect to the amendments contemplated by this Amendment as if such representations and warranties were being made on and as of the Amendment Effective Date, agreement delivered except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, and the representations and warranties contained in subsections (a) and (b) of Section 5.05 of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to this Eighth Amendmentsubsections (a) and (b), and all other reasonable and documented costs and expenses respectively, of the Administrative Agent described in Section 12.8.1 6.01 of the Credit Agreement, to the extent invoiced at least two (2) Business Days prior to the Eighth Amendment Effective Date.

Conditions Precedent to Effectiveness. This Eighth Amendment shall become effective as The effectiveness of this Amendment, the effectiveness of the date hereof only upon Incremental Term Loan Commitments of each Incremental Term Lender and the obligation of each Incremental Term Lender to fund its portion of the Incremental Term Loan shall be subject to the satisfaction (or waiver by the Administrative Agent, the Incremental Term Lenders and/or the Required Lenders, as applicable) of each of the following conditions precedent:precedent (the date that each such condition has been satisfied being herein called the “Amendment Effective Date”): (a) the due execution and delivery of a counterpart signature page to this Eighth Amendment by each of Borrower, Guarantor, the undersigned Lender (constituting all Lenders under the Credit Agreement as of the Eighth Amendment Effective Date), Administrative Agent and Hermes Agent; (b) receipt by Administrative Agent of a duly executed copy of (i) the New Foresight Energy Secured Credit Agreement, which shall have been amended and restated on terms reasonably satisfactory to Administrative Agent and (ii) such other agreements evidencing the Refinancing as The Administrative Agent shall reasonably request; (c) receipt by Administrative Agent and Hermes Agent of the following, each in form and substance reasonably satisfactory to Administrative Agenthave received: (i) copies duly executed counterparts of this Amendment by the Borrower, the Consenting Lenders, the Incremental Term Lenders and the Administrative Agent; (ii) an original Term Note executed by the Borrower in favor of each Organizational Document Incremental Term Lender requesting a Term Note; (iii) a complete and duly executed Loan Notice in accordance with the requirements of each Section 2.02 of the Credit Agreement; (iv) all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the PATRIOT Act, that has been requested at least five (5) Business Days prior to the date hereof; (v) a ratification agreement of the other Loan Parties, in form and substance reasonably satisfactory to the Administrative Agent, duly executed and delivered by each Credit Party and certified as of the Execution Date by a Responsible Officer of such Credit Party as being in full force and effect without modification or amendmentother Loan Parties; (iivi) signature and incumbency certificates a customary opinion of counsel to the Responsible Office of each Credit Party executing this Eighth AmendmentBorrower; (iiivii) resolutions all fees and expenses required to be paid pursuant to the terms of the Board of Directors or similar governing body of each Credit Party approving and authorizing the executionengagement letter, delivery and performance of this Eighth Amendment and the agreements executed and documents delivered in connection herewith, certified dated as of August 7, 2015, between the Eight Amendment Effective Date by a Responsible Officer of each Credit Party as being in full force Borrower and effect without modification or amendment;▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (the “Engagement Letter”), shall have been paid; and (ivviii) a good standing certificate from such other documents, instruments and certificates as the applicable Governmental Authority of each Credit Party’s jurisdiction of formation dated a recent date; (d) receipt by Administrative Agent or the Incremental Term Lenders shall reasonably request and Hermes Agent of an acknowledgment from Hermes of the amendments contemplated by this Eighth Amendmentsuch other documents, which acknowledgment instruments and certificates shall be reasonably satisfactory in form and substance satisfactory to Administrative Agent and Hermes Agent; (e) receipt by Administrative Agent of reasonably requested “know your customer” materials and documentation; (f) Borrower shall have paid to the Administrative Agent on and the Effective DateIncremental Term Lenders, for as applicable. (b) No Default shall exist immediately before or immediately after giving effect to the ratable benefit making of the undersigned Lender (constituting all Lenders under the Credit Agreement as of the Effective Date), a work fee in the amount of $100,000; and (g) receipt by Administrative Agent and the undersigned Lender (constituting all Lenders under the Credit Agreement as of the Eighth Amendment Effective Date) of the reimbursement or payment of all reasonable and documented out-of-pocket costs and expenses incurred by it or any of its Affiliates in connection with the preparation, negotiation and execution of this Eighth Amendment or any document, instrument, agreement delivered pursuant to this Eighth Amendment, and all other reasonable and documented costs and expenses of the Administrative Agent described in Section 12.8.1 of the Credit Agreement, to the extent invoiced at least two (2) Business Days prior to the Eighth Amendment Effective DateIncremental Term Loan.

Conditions Precedent to Effectiveness. This Eighth The parties hereto agree that this Amendment shall become not be effective as until the satisfaction of the date hereof only upon satisfaction each of the following conditions precedent: (a) the due execution and delivery of a counterpart signature page to this Eighth Amendment by each of Borrower, Guarantor, the undersigned Lender (constituting all Lenders under the Credit Agreement as of the Eighth Amendment Effective Date), Administrative Agent and Hermes Agent; (b) receipt by Administrative Agent of a duly executed copy of (i) the New Foresight Energy Secured Credit Agreement, which shall have been amended and restated on terms reasonably satisfactory to Administrative Agent and (ii) such other agreements evidencing the Refinancing as Administrative Agent shall reasonably request; (c) receipt by Administrative Agent and Hermes Agent have received a copy of the following, each in form and substance reasonably satisfactory to Administrative Agent: (i) copies of each Organizational Document of each of the Credit Parties, in form and substance reasonably satisfactory to Administrative Agentthis Amendment duly completed, executed and delivered by each Credit Party the Required Lenders, the Borrower and certified as of the Execution Date by a Responsible Officer of such Credit Party as being in full force and effect without modification or amendment;other Loan Parties. (iib) signature and incumbency certificates of the Responsible Office of each Credit Party executing this Eighth Amendment; (iii) resolutions of the Board of Directors or similar governing body of each Credit Party approving and authorizing the execution, delivery and performance of this Eighth Amendment and the agreements executed and documents delivered in connection herewith, certified as of the Eight Amendment Effective Date by a Responsible Officer of each Credit Party as being in full force and effect without modification or amendment; (iv) a good standing certificate from the applicable Governmental Authority of each Credit Party’s jurisdiction of formation dated a recent date; (d) receipt by Administrative Agent and Hermes Agent shall receive evidence of an acknowledgment from Hermes concurrent consummation of a related amendment to the amendments contemplated by this Eighth AmendmentU.S. Cellular Credit Agreement, which acknowledgment shall be in form and substance satisfactory reasonably acceptable to the Administrative Agent; (c) the Administrative Agent shall receive evidence of concurrent consummation of a related amendment to the Senior Term Loan Credit Agreement, dated as of December 9, 2021 (and Hermes as amended, restated, supplemented or otherwise modified from time to time), among U.S. Cellular, Toronto Dominion (Texas) LLC as the administrative agent, and the lenders party thereto, which shall be in form and substance reasonably acceptable to the Administrative Agent; (d) the Administrative Agent shall receive evidence of concurrent consummation of a related amendment to the credit agreement evidencing the CoBank Borrower Term Loan Facility, which shall be in form and substance reasonably acceptable to the Administrative Agent; (e) receipt by the Administrative Agent shall receive evidence of concurrent consummation of a related amendment to the credit agreement evidencing the CoBank U.S. Cellular Term Loan Facility, which shall be in form and substance reasonably requested “know your customer” materials and documentationacceptable to the Administrative Agent; (f) Borrower the Administrative Agent shall have paid receive evidence of concurrent consummation of a related amendment to the Credit Agreement, dated as of December 17, 2021 (and as amended, restated, supplemented or otherwise modified from time to time), among U.S. Cellular, the lenders party thereto, Citibank, N.A., as administrative agent, and Export Development Canada, as a mandated lead arranger and a lender, which shall be in form and substance reasonably acceptable to the Administrative Agent; (g) the Administrative Agent on the Effective Date, for the ratable benefit shall receive evidence of the undersigned Lender (constituting all Lenders under concurrent consummation of a related amendment to the Credit Agreement Agreement, dated as of the Effective DateNovember 9, 2022 (and as amended, restated, supplemented or otherwise modified from time to time), among the Borrower, the lenders party thereto and Export Development Canada, as a work fee lender, which shall be in form and substance reasonably acceptable to the amount of $100,000Administrative Agent; and (gh) receipt each of the representations and warranties made in this Amendment shall be true and correct in all material respects (or, to the extent any such representation or warranty is qualified as to "materiality" or "Material Adverse Effect" shall be true and correct in all respects) on and as of the Amendment Effective Date (as defined below), both before and after giving effect to the amendments contemplated by Administrative Agent this Amendment as if such representations and warranties were being made on and as of the 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 as of such earlier date, and the undersigned Lender representations and warranties contained in subsections (constituting all Lenders under a) and (b) of Section 5.05 of the Credit Agreement as of shall be deemed to refer to the Eighth Amendment Effective Date) of the reimbursement or payment of all reasonable and documented out-of-pocket costs and expenses incurred by it or any of its Affiliates in connection with the preparation, negotiation and execution of this Eighth Amendment or any document, instrument, agreement delivered most recent statements furnished pursuant to this Eighth Amendmentsubsections (a) and (b), and all other reasonable and documented costs and expenses respectively, of the Administrative Agent described in Section 12.8.1 6.01 of the Credit Agreement, to the extent invoiced at least two (2) Business Days prior to the Eighth Amendment Effective Date.

Conditions Precedent to Effectiveness. This Eighth Amendment (a) The resignation of the Existing Administrative Agent and Existing Collateral Agent, the appointment of the Successor Administrative Agent and Successor Collateral Agent and the other matters contemplated in Article I above and the Section 2(a) Amendments shall become effective as of on the date hereof only upon satisfaction (the “Third Amendment Effective Date”) and at the time (the “Section 2(a) Amendments Effective Time”) on and at which each of the following conditions precedentis satisfied or waived: (a1) the due Parent Borrower, the OpCo Borrower, the Existing Administrative Agent, the Existing Collateral Agent, the Successor Administrative Agent, the Successor Collateral Agent and the Required Lenders have each delivered a duly executed counterpart of this Amendment to the Administrative Agent. (b) The Section 2(b) Amendments shall become effective on the Third Amendment Effective Date and at the time (the “Section 2(b) Amendments Effective Time”) on and at which each of the following conditions is satisfied or waived: (1) the Section 2(a) Amendments Effective Time shall have occurred; (2) the Administrative Agent shall have received duly executed Increase Supplements (if any) and/or Lender Joinder Agreements (if any) evidencing Supplemental Term Loan Commitments in an aggregate amount of $275,000,000 (which such condition shall be deemed satisfied hereunder by the execution of the Amended and Restated Credit Agreement by the parties thereto and delivery thereof to the Administrative Agent); (3) each Guarantor shall have delivered a duly executed counterpart of a counterpart signature page the acknowledgment and consent attached to this Eighth Amendment by each of Borrower, Guarantor, (the undersigned Lender (constituting all Lenders under “Acknowledgment”) to the Credit Agreement as of the Eighth Amendment Effective Date), Administrative Agent and Hermes Agent; (b) receipt by Administrative Agent of a duly executed copy of (i4) the New Foresight Energy Secured Credit Agreement, which shall have been amended and restated on terms reasonably satisfactory to Administrative Agent and (ii) such other agreements evidencing the Refinancing as Administrative Agent shall reasonably request; have received (cA) receipt by Administrative Agent true and Hermes Agent complete copies of resolutions of the following, each in form and substance reasonably satisfactory to Administrative Agent: (i) copies board of each Organizational Document directors or a duly authorized committee thereof of each of the Credit Parties, in form and substance reasonably satisfactory to Administrative Agent, executed and delivered by each Credit Party and certified as of the Execution Date by a Responsible Officer of such Credit Party as being in full force and effect without modification or amendment; (ii) signature and incumbency certificates of the Responsible Office of each Credit Party executing this Eighth Amendment; (iii) resolutions of the Board of Directors or similar governing body of each Credit Party Borrowers approving and authorizing the execution, delivery and performance of this Eighth Amendment Third Amendment, and the agreements executed and documents delivered in connection herewithperformance of the Credit Agreement as amended by this Third Amendment, certified as of the Eight Third Amendment Effective Date by a Responsible Officer Officer, secretary or assistant secretary of each Credit Party the Borrowers as being in full force and effect without modification or amendment; amendment and (ivB) a good standing certificate (or the equivalent thereof) for each of the Borrowers from the applicable Governmental Authority of each Credit Party’s its jurisdiction of formation dated a recent dateformation; (d5) receipt by the Administrative Agent and Hermes Agent of an acknowledgment from Hermes of the amendments contemplated by this Eighth Amendmentshall have received a certificate, which acknowledgment shall be in form and substance reasonably satisfactory to the Administrative Agent Agent, of the Parent Borrower dated as of the Third Amendment Effective Date signed by a Responsible Officer of the Parent Borrower certifying as to the matters set forth in clauses (6) and Hermes Agent(7) below; (e6) receipt by Administrative Agent of reasonably requested “know your customer” materials and documentation; (f) Borrower shall have paid to the Administrative Agent on the Effective Date, for the ratable benefit each of the undersigned Lender (constituting all Lenders under representations and warranties made by any Loan Party pursuant to the Credit Agreement and any other Loan Document to which it is a party shall, except to the extent that they relate to a particular date, be true and correct in all material respects on and as of the Third Amendment Effective Date), a work fee in the amount Date as if made on and as of $100,000such date; and (g7) receipt no Default or Event of Default shall have occurred and be continuing on the Third Amendment Effective Date or after giving effect to the effectiveness hereof. (c) The Section 2(c) Amendments shall become effective on the Third Amendment Effective Date and at the time (the “Section 2(c) Amendments Effective Time”) on and at which each of the following conditions is satisfied or waived: (1) the Section 2(b) Amendments Effective Time shall have occurred; (2) the Initial Term Loans outstanding immediately prior to the effectiveness of the Section 2(b) Amendments on the Third Amendment Effective Date shall have been repaid in full to the Existing Administrative Agent for the benefit of the Lenders; and (3) the conditions set forth in Section 6.1 of the Amended and Restated Credit Agreement shall have been satisfied or waived. The making of the initial Extensions of Credit by the Lenders on the Third Amendment Effective Date shall conclusively be deemed to constitute an acknowledgement by the Administrative Agent and each Lender that each of the undersigned Lender (constituting all Lenders under conditions precedent set forth herein and in Section 6.1 of the Amended and Restated Credit Agreement as of the Eighth Amendment Effective Date) of the reimbursement shall have been satisfied in accordance with its respective terms or payment of all reasonable and documented out-of-pocket costs and expenses incurred shall have been irrevocably waived by it or any of its Affiliates in connection with the preparation, negotiation and execution of this Eighth Amendment or any document, instrument, agreement delivered pursuant to this Eighth Amendment, and all other reasonable and documented costs and expenses of the Administrative Agent described in Section 12.8.1 of the Credit Agreement, to the extent invoiced at least two (2) Business Days prior to the Eighth Amendment Effective Datesuch Person.

Conditions Precedent to Effectiveness. This Eighth Third Amendment shall become not be effective as of the date hereof only upon satisfaction until each of the following conditions precedentprecedent have been fulfilled or waived prior to or concurrently herewith, each to the satisfaction of the Administrative Agent: (a) This Third Amendment shall have been duly executed and delivered by the due execution respective parties hereto, and delivery of the Administrative Agent shall have received a counterpart signature page to of this Eighth Third Amendment signed by each of Borrower, Guarantor, the undersigned Lender (constituting all Lenders under the Credit Agreement as of the Eighth Amendment Effective Date), Administrative Agent and Hermes Agent;party hereto. (b) receipt by Administrative Agent of a duly executed copy of (i) the New Foresight Energy Secured Credit Agreement, which shall have been amended and restated on terms reasonably satisfactory to Administrative Agent and (ii) such other agreements evidencing the Refinancing as The Administrative Agent shall reasonably request; (c) receipt by Administrative Agent and Hermes Agent of the following, have received duly executed supplements to each applicable Intellectual Property Security Agreement in form and substance reasonably satisfactory to the Administrative Agent:, with respect to all registered United States Intellectual Property created or acquired since the Closing Date. (ic) copies of each Organizational Document of each of the Credit Parties, The Administrative Agent shall have received a spreadsheet or other similar statement in form and substance reasonably satisfactory to the Administrative Agent, executed prepared by the Borrower, regarding the disbursement of Revolving Loan proceeds, the funding and delivered by each Credit Party and certified as the payment of the Execution Date fees and expenses of the Administrative Agent and the Lenders (including their respective counsel), and such other matters as may be agreed to by Borrower, the Administrative Agent and the Lenders. (d) All necessary consents and approvals to this Third Amendment shall have been obtained. (e) The Administrative Agent shall have received (i) a certificate of each Loan Party, dated the date hereof and executed by a Responsible Officer of such Loan Party, substantially in the form delivered on the Closing Date, with appropriate insertions and attachments, including (A) the Operating Documents of such Loan Party, (B) the relevant board resolutions or written consents of such Loan Party adopted by such Loan Party for the purposes of authorizing such Loan Party to enter into and perform this Third Amendment, the Credit Agreement as amended hereby, the other Loan Documents to which such Loan Party as being in full force is party and effect without modification or amendment; (C) the names, titles, incumbency and signature specimens of those representatives of such Loan Party who have been authorized by such resolutions and/or written consents to execute Loan Documents on behalf of such Loan Party, (ii) signature a long form good standing certificate for each Loan Party from its respective jurisdiction of organization, and incumbency certificates of the Responsible Office of each Credit Party executing this Eighth Amendment; (iii) resolutions certificates of foreign qualification for each Loan Party from each jurisdiction where the Board of Directors or similar governing body of each Credit Party approving and authorizing the execution, delivery and performance of this Eighth Amendment and the agreements executed and documents delivered in connection herewith, certified as of the Eight Amendment Effective Date failure to be qualified could reasonably be expected to have a Material Adverse Effect. (f) The Administrative Agent shall have received a certificate signed by a Responsible Officer of each Credit Party the Borrower, dated as being in full force and effect without modification or amendment; (iv) a good standing certificate from the applicable Governmental Authority of each Credit Party’s jurisdiction of formation dated a recent date; (d) receipt by Administrative Agent and Hermes Agent of an acknowledgment from Hermes of the amendments contemplated by this Eighth Amendment, which acknowledgment shall be date hereof and in form and substance reasonably satisfactory to the Administrative Agent Agent, certifying (A) that the conditions specified in Sections 5.2(a) and Hermes Agent; (e) receipt by Administrative Agent of reasonably requested “know your customer” materials and documentation; (f) Borrower shall have paid to the Administrative Agent on the Effective Date, for the ratable benefit of the undersigned Lender (constituting all Lenders under the Credit Agreement have been satisfied as of the Effective Datedate hereof (regardless of whether any Borrowings shall be made on the date hereof), a work fee and (B) that there has been no event or circumstance since December 31, 2018, that has had or that could reasonably be expected to have, either individually or in the amount of $100,000; andaggregate, a Material Adverse Effect. (g) receipt by The Administrative Agent shall have received an updated Collateral Information Certificate, executed by a Responsible Officer. (h) The Administrative Agent shall have received the results of recent tax, judgment, litigation and lien searches in each jurisdiction reasonably required by the undersigned Lender (constituting all Lenders under Administrative Agent, and such searches shall reveal no Liens on any of the assets of the Group Members except for Liens permitted by Section 7.3 of the Credit Agreement or Liens to be discharged on or prior to the date hereof. (i) The Administrative Agent shall have received updated insurance certificates satisfying the requirements of Section 6.6 of the Credit Agreement and Section 5.2(b) of the Guarantee and Collateral Agreement. (j) [Reserved]. (k) After giving pro forma effect to borrowings made on the date hereof (if any) and payment of fees and expenses relating hereto, Liquidity shall be not less than $35,000,000 on the date hereof. (l) The Administrative Agent shall have received a solvency certificate from the chief financial officer, chief executive officer or treasurer of the Borrower, substantially in the form delivered on the Closing Date, certifying that the Borrower, after giving effect to this Third Amendment and the consummation of the transactions contemplated hereby, is Solvent. (m) No litigation, investigation or proceeding of or before any arbitrator or Governmental Authority is pending or, to the knowledge of any Group Member, threatened in writing, that could reasonably be expected to have a Material Adverse Effect. (n) No Default or Event of Default shall have occurred and be continuing, both before and immediately after giving effect to the execution of this Third Amendment and the consummation of the transactions contemplated hereby. (o) After giving effect to this Third Amendment and the consummation of the transactions contemplated hereby, the representations and warranties herein and in the Credit Agreement and the other Loan Documents shall be true and correct in all material respects on and as of the Eighth Amendment Effective Date) of the reimbursement or payment of all reasonable and documented out-of-pocket costs and expenses incurred by it or any of its Affiliates in connection with the preparationdate hereof, negotiation and execution of this Eighth Amendment or any document, instrument, agreement delivered pursuant to this Eighth Amendment, and all other reasonable and documented costs and expenses of the Administrative Agent described in Section 12.8.1 of the Credit Agreement, as though made on such date (except to the extent invoiced at least two that (2i) Business Days prior such representations and warranties relate solely to an earlier date, in which case they shall be true and correct in all material respects (or all respects if clause (ii) below is applicable) as of such earlier date or (ii) such representations or warranties are qualified by materiality in the Eighth Amendment Effective Datetext thereof, in which case they shall be true and correct in all respects). (p) The Administrative Agent shall have received all fees and expenses contemplated in Section 6 hereof.

Conditions Precedent to Effectiveness. This Eighth The parties hereto agree that this Amendment shall become not be effective as until the satisfaction of the date hereof only upon satisfaction each of the following conditions precedent: (a) the due execution Administrative Agent shall have received a copy of this Amendment duly completed, executed and delivery of a counterpart signature page to this Eighth Amendment delivered by each of Borrower, Guarantorthe Required Lenders, the undersigned Lender (constituting all Lenders under Borrower and the Credit Agreement as of the Eighth Amendment Effective Date), Administrative Agent and Hermes Agentother Loan Parties; (b) receipt by Administrative Agent of a duly executed copy of (i) the New Foresight Energy Secured Credit Agreement, which shall have been amended and restated on terms reasonably satisfactory to Administrative Agent and (ii) such other agreements evidencing the Refinancing as Administrative Agent shall reasonably request; (c) receipt by Administrative Agent and Hermes Agent receive evidence of concurrent consummation of a related amendment to the following, each in form and substance reasonably satisfactory to Administrative Agent: (i) copies of each Organizational Document of each of the Credit Parties, in form and substance reasonably satisfactory to Administrative Agent, executed and delivered by each Credit Party and certified as of the Execution Date by a Responsible Officer of such Credit Party as being in full force and effect without modification or amendment; (ii) signature and incumbency certificates of the Responsible Office of each Credit Party executing this Eighth Amendment; (iii) resolutions of the Board of Directors or similar governing body of each Credit Party approving and authorizing the execution, delivery and performance of this Eighth Amendment and the agreements executed and documents delivered in connection herewith, certified as of the Eight Amendment Effective Date by a Responsible Officer of each Credit Party as being in full force and effect without modification or amendment; (iv) a good standing certificate from the applicable Governmental Authority of each Credit Party’s jurisdiction of formation dated a recent date; (d) receipt by Administrative Agent and Hermes Agent of an acknowledgment from Hermes of the amendments contemplated by this Eighth AmendmentU.S. Cellular Revolving Loan Facility, which acknowledgment shall be in form and substance satisfactory reasonably acceptable to the Administrative Agent; (c) the Administrative Agent shall receive evidence of concurrent consummation of a related amendment to the U.S. Cellular Term Loan Facility, which shall be in form and Hermes substance reasonably acceptable to the Administrative Agent; (d) the Administrative Agent shall receive evidence of concurrent consummation of a related amendment to the Revolving Loan Facility, which shall be in form and substance reasonably acceptable to the Administrative Agent; (e) receipt by the Administrative Agent shall receive evidence of concurrent consummation of a related amendment to the Senior Term Loan Credit Agreement, dated as of December 9, 2021 (and as amended, restated, supplemented or otherwise modified from time to time), among U.S. Cellular, Toronto Dominion (Texas) LLC, as the administrative agent, and the lenders party thereto, which shall be in form and substance reasonably requested “know your customer” materials and documentationacceptable to the Administrative Agent; (f) Borrower the Administrative Agent shall have paid receive evidence of concurrent consummation of a related amendment to the Credit Agreement, dated as of December 17, 2021 (and as amended, restated, supplemented or otherwise modified from time to time), among U.S. Cellular, the lenders party thereto, Citibank, N.A., as administrative agent, and Export Development Canada, as a mandated lead arranger and a lender, which shall be in form and substance reasonably acceptable to the Administrative Agent; (g) the Administrative Agent on the Effective Date, for the ratable benefit shall receive evidence of the undersigned Lender (constituting all Lenders under concurrent consummation of a related amendment to the Credit Agreement Agreement, dated as of the Effective DateNovember 9, 2022 (and as amended, restated, supplemented or otherwise modified from time to time), among the Borrower, the lenders party thereto, and Export Development Canada, as a work fee lender, which shall be in form and substance reasonably acceptable to the amount of $100,000Administrative Agent; and (gh) receipt each of the representations and warranties made in this Amendment shall be true and correct in all material respects (or, to the extent any such representation or warranty is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) on and as of the Amendment Effective Date (as defined below), both before and after giving effect to the amendments contemplated by Administrative Agent this Amendment as if such representations and warranties were being made on and as of the 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 as of such earlier date, and the undersigned Lender representations and warranties contained in subsections (constituting all Lenders under a) and (b) of Section 5.05 of the Credit Agreement as of shall be deemed to refer to the Eighth Amendment Effective Date) of the reimbursement or payment of all reasonable and documented out-of-pocket costs and expenses incurred by it or any of its Affiliates in connection with the preparation, negotiation and execution of this Eighth Amendment or any document, instrument, agreement delivered most recent statements furnished pursuant to this Eighth Amendmentsubsections (a) and (b), and all other reasonable and documented costs and expenses respectively, of the Administrative Agent described in Section 12.8.1 6.01 of the Credit Agreement, to the extent invoiced at least two (2) Business Days prior to the Eighth Amendment Effective Date.

Conditions Precedent to Effectiveness. This Eighth Amendment Joinder shall become not be effective as of the date hereof only upon satisfaction until each of the following conditions precedentprecedent have been fulfilled to the reasonable satisfaction of the Administrative Agent: (a) the due execution and delivery of a counterpart signature page to this Eighth Amendment by each of Borrower, Guarantor, the undersigned Lender (constituting all Lenders under the Credit Agreement as of the Eighth Amendment Effective Date), Administrative Agent and Hermes Agent; (b) receipt by Administrative Agent of a duly executed copy of (i) the New Foresight Energy Secured Credit Agreement, which a. This Joinder shall have been amended duly executed and restated on terms reasonably satisfactory to Administrative Agent delivered by the respective parties hereto, and (ii) such other agreements evidencing the Refinancing as Administrative Agent shall reasonably request; (c) receipt by Administrative Agent be in full force and Hermes Agent of the following, each effect and shall be in form and substance reasonably satisfactory to the Administrative Agent:. (i) copies of each Organizational Document of each b. All action on the part of the Credit PartiesNew [Borrower/Facility Guarantor] and the other Loan Parties necessary for the valid execution, delivery and performance by the New [Borrower/Facility Guarantor] and the other Loan Parties of this Joinder and all other documentation, instruments, and agreements to be executed in connection herewith shall have been duly and effectively taken and evidence thereof reasonably satisfactory to the Administrative Agent shall have been provided to the Administrative Agent. c. The New [Borrower/Facility Guarantor] (and each other Loan Party, to the extent requested by the Administrative Agent) shall each have delivered the following to the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent, executed : i. Certificate of Legal Existence and delivered Good Standing issued by each Credit Party and certified as the Secretary of the Execution Date by a Responsible Officer State of its incorporation or organization. ii. Certificate of an authorized officer relating to the organization and existence of such party, the authorization of the transactions contemplated by the Loan Documents, and attesting to the true signatures of each Person authorized as a signatory to any of the Loan Documents, together with true and accurate copies of all Charter Documents. iii. Perfection Certificate in the form of Annex I to the Security Agreement. iv. Execution and delivery by the New [Borrower/Facility Guarantor] of the following Loan Documents: a) [Joinders to the Revolving Credit Party as being in full force and effect without modification or amendmentNotes to the Domestic Lenders]; (iib) signature [Joinders to the Revolving Credit Notes to the Canadian Lenders]; c) [Joinder to the Swingline Note to the Domestic Swingline Lender]; d) [Joinder to the Swingline Note to the Canadian Swingline Lender]; e) [Joinder to the Security Documents, as applicable]; f) [Joinder to the Fee Letter]; g) [Blocked Account Agreement with ________________]; and h) [add other applicable documents and incumbency certificates agreements required by the Agents]. d. The Agents shall have received a written legal opinion of the Responsible Office of each Credit Party executing this Eighth Amendment; (iii) resolutions of Loan Parties’ counsel addressed to the Board of Directors or similar governing body of each Credit Party approving and authorizing the execution, delivery and performance of this Eighth Amendment Agents and the agreements executed and documents delivered in connection herewithother Lenders, certified covering such matters relating to the New [Borrower/Facility Guarantor], the Loan Documents and/or the transactions contemplated thereby as of the Eight Amendment Effective Date by a Responsible Officer of each Credit Party as being in full force and effect without modification or amendment;Agents shall reasonably request. (iv) a good standing certificate from the applicable Governmental Authority of each Credit Party’s jurisdiction of formation dated a recent date; (d) receipt by e. The Administrative Agent shall have received all documents and Hermes Agent of an acknowledgment from Hermes of instruments, including UCC financing statements and PPSA registration statements, required by law or reasonably requested by the amendments contemplated by this Eighth Amendment, which acknowledgment shall be in form and substance satisfactory to Administrative Agent to be filed, registered, published or recorded in order to create or perfect the first priority Lien (subject only to Permitted Encumbrances having priority by operation of Applicable Law) intended to be created under the Loan Documents and Hermes Agent; (e) receipt by Administrative Agent of reasonably requested “know your customer” materials all such documents and documentation; (f) Borrower instruments shall have paid been so filed, registered or recorded or other arrangements reasonably satisfactory to the Administrative Agent on the Effective Datefor such filing, for the ratable benefit of the undersigned Lender (constituting all Lenders under the registration or recordation shall have been made. f. All fees and Credit Agreement as of the Effective Date), a work fee in the amount of $100,000; and (g) receipt by Administrative Agent and the undersigned Lender (constituting all Lenders under the Credit Agreement as of the Eighth Amendment Effective Date) of the reimbursement or payment of all reasonable and documented out-of-pocket costs and expenses Party Expenses incurred by it or any of its Affiliates the Agents in connection with the preparation, preparation and negotiation and execution of this Eighth Amendment or any document, instrument, agreement delivered pursuant to this Eighth Amendment, Joinder and all other related documents (including the reasonable and documented costs fees and expenses of the Administrative Agent described in Section 12.8.1 of the Credit Agreement, counsel to the extent invoiced at least two (2Agents) Business Days prior shall have been paid in full. g. No Default or Event of Default shall have occurred and be continuing. h. The Loan Parties shall have executed and delivered to the Eighth Amendment Effective DateAgents such additional documents, instruments, and agreements as the Agents may reasonably request.

Conditions Precedent to Effectiveness. This Eighth Amendment Agreement, and the obligation of each Lender or Issuing Bank, as the case may be, to make Extensions of Credit hereunder, shall not become effective as of until the date hereof only upon satisfaction on which each of the following conditions precedent:is satisfied (or waived in accordance with Section 12.01): (a) The Administrative Agent (or its counsel) shall have received from each party hereto either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence satisfactory to the due execution and delivery Administrative Agent (which may include telecopy transmission of a counterpart signed signature page to of this Eighth Amendment by each Agreement) that such party has signed a counterpart of Borrower, Guarantor, the undersigned Lender (constituting all Lenders under the Credit Agreement as of the Eighth Amendment Effective Date), Administrative Agent and Hermes Agent;this Agreement. (b) receipt by The Administrative Agent of a duly executed copy of shall have received (i) the New Foresight Energy Secured Credit AgreementIssuing Bank Agreements, which shall have been amended and restated on terms reasonably satisfactory to Administrative Agent and (ii) such other agreements evidencing the Refinancing as Administrative Agent shall reasonably request; (c) receipt duly executed by Administrative Agent and Hermes Agent of the following, each in form and substance reasonably satisfactory to Administrative Agent: (i) copies of each Organizational Document of each of the Credit PartiesBorrowers and Union Bank, in form and substance reasonably satisfactory to the Administrative Agent, executed and delivered by each Credit Party and certified as of the Execution Date by a Responsible Officer of such Credit Party as being in full force and effect without modification or amendment; (ii) signature the Fee Letter, duly executed by the Borrowers, in form and incumbency certificates of substance satisfactory to the Responsible Office of each Credit Party executing this Eighth Amendment; Administrative Agent, and (iii) resolutions of the Board of Directors or similar governing body of each Credit Party approving and authorizing Promissory Notes (if requested by any Lender pursuant to Section 3.01(d)), duly executed by the executionapplicable Borrower. (c) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent, delivery and performance of this Eighth Amendment the Issuing Banks and the agreements executed Lenders and documents delivered dated the Closing Date) of (i) ▇▇▇▇▇▇ ▇▇▇▇ & Priest LLP, New York counsel for the Obligors, substantially in connection herewiththe form of Exhibit C, certified as and (ii) ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Esq., General Counsel for the Guarantor and counsel for the Borrowers, substantially in the form of the Eight Amendment Effective Date by a Responsible Officer of each Credit Party as being in full force and effect without modification or amendment; (iv) a good standing certificate from the applicable Governmental Authority of each Credit Party’s jurisdiction of formation dated a recent date;Exhibit D. The Obligors hereby request such counsel to deliver such opinions. (d) receipt by The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Obligors, the authorization of the Transactions and any other legal matters relating to the Obligors, the Loan Documents or the Transactions, all in form and substance satisfactory to the Administrative Agent and Hermes Agent of an acknowledgment from Hermes its counsel. (e) The representations and warranties of the amendments Obligors set forth in this Agreement and the other Loan Documents shall be true and correct, no Default or Event of Default shall have occurred and be continuing, and the Administrative Agent shall have received a certificate, dated the Closing Date and signed by the President, a Vice President or a Senior Financial Officer of each Obligor, confirming the same as of the Closing Date. (f) The Administrative Agent shall have received a certificate, dated the Closing Date and signed by the President, a Vice President or a Senior Financial Officer of each Obligor, confirming compliance with the conditions set forth in this Section 6.01. (g) The Administrative Agent and the Lenders shall have received all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the Patriot Act, with respect to the Obligors. (h) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Closing Date, including all up-front fees and, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrowers hereunder or under any other Loan Document. (i) On the Closing Date, all accrued and unpaid interest and fees payable by the Borrowers under the Existing Credit Agreement shall have been paid in full. (j) Except as contemplated by in Section 6.02(b)(i), all requisite Governmental Authorities and third parties, if any, shall have approved or consented to this Eighth AmendmentAgreement, the other Loan Documents and the Transactions to the extent required and material (and the Administrative Agent shall have received certified copies of all such approvals and consents, which acknowledgment shall be in form and substance satisfactory to Administrative Agent and Hermes Agent; (e) receipt by Administrative Agent of reasonably requested “know your customer” materials and documentation; (f) Borrower shall have paid to the Administrative Agent on the Effective Date, for the ratable benefit of the undersigned Lender (constituting all Lenders under the Credit Agreement as of the Effective Date), a work fee in the amount of $100,000; and (g) receipt by Administrative Agent and the undersigned Lender (constituting all Lenders under the Credit Agreement as Lenders), no stay of the Eighth Amendment Effective Date) of the reimbursement any applicable regulatory approval shall have been issued and there shall be no litigation, governmental, administrative or payment of all reasonable and documented out-of-pocket costs and expenses incurred by it or any of its Affiliates in connection with the preparationjudicial action, negotiation and execution of this Eighth Amendment or any document, instrument, agreement delivered pursuant to this Eighth Amendment, and all other reasonable and documented costs and expenses of the Administrative Agent described in Section 12.8.1 of the Credit Agreementactual or, to the extent invoiced knowledge of the Obligors, threatened, that could reasonably be expected to restrain, prevent or impose burdensome conditions on this Agreement, the other Loan Documents or the Transactions. (k) The Administrative Agent shall have received true, correct and complete copies, certified as to authenticity by the applicable Borrower, of any amendments or supplements, entered into at least two (2) Business Days prior any time after April 15, 2005, to the Eighth Amendment Effective DateNote Purchase Agreement to which such Borrower is a party. (l) The Administrative Agent shall have received such other approvals, opinions and documents as any Lender, through the Administrative Agent, may reasonably request.

Conditions Precedent to Effectiveness. This Eighth Amendment shall become effective as The effectiveness of this Amendment, the date hereof only upon Revolver Increase, the Closing Date Term Loan Increase and the amendments to the Existing Credit Agreement set forth herein are subject to the satisfaction (or waiver) of the following conditions precedent:precedent (the date of such satisfaction being the “Fifth Amendment Effective Date”): (a) the due execution and delivery of a counterpart signature page to this Eighth Amendment by each of Borrower, Guarantor, the undersigned Lender (constituting all Lenders under the Credit Agreement as of the Eighth Amendment Effective Date), The Administrative Agent and Hermes Agent; (b) ’s receipt by Administrative Agent of a duly executed copy of (i) the New Foresight Energy Secured Credit Agreement, which shall have been amended and restated on terms reasonably satisfactory to Administrative Agent and (ii) such other agreements evidencing the Refinancing as Administrative Agent shall reasonably request; (c) receipt by Administrative Agent and Hermes Agent of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party to the extent that a Loan Party is a party thereto, each dated the effective date of this Amendment and each in form and substance reasonably satisfactory to the Administrative AgentAgent and each of the Lenders party to this Amendment: (i) copies executed counterparts of each Organizational Document of this Amendment, executed by the Loan Parties, the Administrative Agent, the Issuing ▇▇▇▇▇▇, and the requisite Lenders; (ii) a duly executed and completed Loan Request with respect to each of the Credit PartiesClosing Date Term Loan Increase; provided that, so long as a draft of each such Loan Request has been provided to the Administrative Agent prior to the Fifth Amendment Effective Date, each duly executed Loan Request may be provided one (1) Business Day prior to the proposed Fifth Amendment Effective Date; (iii) a certificate of the Loan Parties signed by a Responsible Officer of the Borrowing Agent, dated the Fifth Amendment Effective Date, certifying that (x) the Loan Parties are in compliance with each of the covenants and conditions under the Loan Documents, (y) no Material Adverse Effect has occurred since the date of the last audited financial statements of the Borrowers delivered to the Administrative Agent and (z) the representations and warranties set forth in Section 8(d) and Section 8(e) of this Amendment are true and correct as specified therein; (iv) a pro forma Compliance Certificate of the Loan Parties signed by a Responsible Officer of the Borrowing Agent, dated the Fifth Amendment Effective Date demonstrating, in form and substance reasonably satisfactory to the Administrative Agent, executed and that the Consolidated Net Leverage Ratio does not exceed 3.75 to 1.00, based on the financial statements most recently delivered by each Credit Party and certified pursuant to Section 8.1(a) or 8.1(b), as applicable, of the Execution Existing Credit Agreement, after giving effect (on a pro forma basis) to the funding of the Closing Date by a Responsible Officer of such Term Loan Increase and any Revolving Credit Party as being in full force and effect without modification or amendmentLoans on the Fifth Amendment Effective Date; (iiv) signature and incumbency certificates of the Responsible Office Notes duly executed by each Borrower in favor of each Credit Party executing this Eighth AmendmentLender requesting such Notes; (iiivi) resolutions of a duly executed ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and Joinder Agreement by the Board of Directors or similar governing body of each New Borrowers joining the New Borrowers, as Borrowers, under the Credit Party approving and authorizing the execution, delivery and performance of this Eighth Amendment Agreement and the agreements other Loan Documents; (vii) a duly executed Security Agreement Supplement by each New Borrower and documents delivered all requirements in connection herewiththerewith (including lien searches, certified any certificated equity and related powers, UCC filings and as applicable, the filing of short-form security agreements with the Eight United States Patent and Trademark Office or the United States Copyright Office and related perfection actions); (viii) a certificate dated the Fifth Amendment Effective Date and signed by a Responsible Officer of each Credit Loan Party, certifying as appropriate as to: (A) all action taken by such Loan Party to validly authorize, duly execute and deliver this Amendment (and any other Loan Documents executed and delivered in connection herewith) and attaching copies of such resolution or other corporate or organizational action; (B) the names, authority and capacity of the Responsible Officers authorized to sign this Amendment (and any other Loan Documents executed and delivered in connection herewith) and their true signatures; and (C) copies of its organizational documents as being in full force effect on the Fifth Amendment Effective Date, to the extent applicable, certified as of a sufficiently recent date prior to the Fifth Amendment Effective Date by the appropriate state official where such documents are filed in a state office together with certificates from the appropriate state officials as to due organization and effect without modification or amendmentthe continued valid existence and good standing in the state of its organization; (ivix) a good standing certificate from of the applicable Governmental Authority chief financial officer of the Borrowing Agent as to the Solvency of each Credit Party’s jurisdiction of formation dated the Loan Parties taken as a recent datewhole after giving effect to the transactions contemplated by this Amendment; (dx) receipt by written opinion(s) of counsel for the Loan Parties, dated as of the Fifth Amendment Effective Date, addressed to the Administrative Agent and Hermes Agent of an acknowledgment from Hermes of the amendments contemplated by this Eighth Amendment, which acknowledgment shall be Lenders and in form and substance satisfactory to the Administrative Agent and Hermes Agent; (exi) receipt a duly executed supplement to the Specified LSP Intercreditor Agreement by the New Borrowers, the Administrative Agent and the Specified LSP Indebtedness Agent; (xii) executed counterparts of the Collateral and Diligence Questionnaire, together with all attachments contemplated thereby; (xiii) Lien searches in acceptable scope and with acceptable results; (xiv) evidence that all other actions, recordings and filings that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created under the Loan Documents have been taken; (xv) financial projections after giving effect to the Closing Date Term Loan Increase and the Revolver Increase (including, without limitation, consolidated forecasted balance sheets, statements of income and statements of cash flows together with a detailed explanation of the assumptions used in preparing such financial projections) of the Borrowers through the Term Loan Maturity Date (as defined in the Credit Agreement after giving effect to the Amendment); (xvi) evidence that adequate insurance, including flood insurance, if applicable, required to be maintained under the Credit Agreement is in full force and effect, with additional insured and lender loss payable special endorsements attached thereto in form and substance satisfactory to the Administrative Agent and its counsel naming the Administrative Agent as additional insured and the Administrative Agent as lender loss payee; (xvii) all material consents, licenses and approvals required for the delivery and performance by any Loan Party of this Amendment and any other Loan Document executed and delivered in connection herewith, and the enforceability of this Amendment, the Existing Credit Agreement (as amended by this Amendment) and any other Loan Document executed and delivered in connection herewith against such Loan Party, certified by a Responsible Officer that each is in full force and effect and none other is so required or necessary; (xviii) evidence that all Indebtedness not permitted under Section 9.2 of the Credit Agreement shall have been paid in full and that all necessary termination statements, release statements and other releases in connection with all Liens (other than Permitted Liens) have been filed or satisfactory arrangements have been made for such filing (including payoff letters, if applicable, in form and substance reasonably requested satisfactory to the Administrative Agent); and (xix) executed counterparts of such other documents as the Administrative Agent may require. (b) The Administrative Agent and the Lenders shall have received, at least three (3) Business Days prior to the Fifth Amendment Effective Date, all documentation and other information required by regulatory authorities under applicable “know your customer” materials and documentation;anti-money laundering rules and regulations, including, without limitation, the PATRIOT Act and to the extent required thereby, the Beneficial Ownership Regulation, that has been reasonably requested in writing by the Administrative Agent or any Lender at least five (5) Business Days prior to the Fifth Amendment Effective Date. (fc) Borrower The Borrowers shall have paid in full (i) all fees payable in connection with this Amendment as of the Fifth Amendment Effective Date and (ii) all interest and fees accrued pursuant to the Administrative Agent on the Effective Date, for the ratable benefit of the undersigned Lender (constituting all Lenders under the Existing Credit Agreement as of the Fifth Amendment Effective Date), a work fee in the amount of $100,000; andDate with respect to each Lender thereunder. (gd) receipt Unless waived by the Administrative Agent and Agent, the undersigned Lender (constituting all Lenders under the Credit Agreement as of the Eighth Amendment Effective Date) of the reimbursement or payment of Borrowers shall have paid all reasonable and documented out-of-pocket costs fees, charges and expenses incurred by it or any disbursements of its Affiliates in connection with the preparation, negotiation and execution of this Eighth Amendment or any document, instrument, agreement delivered pursuant counsel to this Eighth Amendment, and all other reasonable and documented costs and expenses of the Administrative Agent described in Section 12.8.1 of (directly to such counsel if requested by the Credit Agreement, Administrative Agent) to the extent invoiced at least two prior to or on the date of this Amendment, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (2) Business Days provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrowers and the Administrative Agent). Without limiting the generality of the provisions of the last paragraph of Section 11.3 of the Existing Credit Agreement, for purposes of determining compliance with the conditions specified in this Section 6, 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 Eighth proposed Fifth Amendment Effective DateDate specifying its objection thereto.

Conditions Precedent to Effectiveness. This Eighth The effectiveness of this Amendment shall become effective as be subject to the satisfaction or waiver by the Refinancing Revolving Lenders, the Refinancing Term Lenders and the 2-10 Acquisition Incremental Term Lenders of the date hereof only upon satisfaction of the 10 following conditions precedent:precedent (the date on which such conditions precedent are first satisfied or waived, the “Amendment No. 2 Effective Date”): (a) the due execution and delivery of a counterpart signature page to this Eighth Amendment by each of Borrower, Guarantor, the undersigned Lender (constituting all Lenders under the Credit Agreement as of the Eighth Amendment Effective Date), The Administrative Agent and Hermes Agent; (bor its counsel) receipt by Administrative Agent shall have received counterparts of a duly executed copy this Amendment that, when taken together, bear the signatures of (i) the New Foresight Energy Secured Borrower, (ii) the other Loan Parties party hereto, (iii) the Administrative Agent, (iv) each of the Refinancing Revolving Lenders, (v) each of the Issuing Banks under the Amended Credit Agreement, which (vi) each of the Refinancing Term Loan Lenders and (vii) each of the 2-10 Acquisition Incremental Term Loan Lenders. (b) The Borrower shall have been amended have, substantially concurrently with the making of the Refinancing Term Loans, paid all principal of, and restated all accrued and unpaid interest, fees and other amounts, if any, on terms reasonably satisfactory (i) the Revolving Loans outstanding immediately prior to Administrative Agent and the effectiveness of this Amendment, if any, (ii) such other agreements evidencing the Refinancing as Administrative Agent shall reasonably request;Swing Line Loans outstanding immediately prior to the effectiveness of this Amendment, if any, and (iii) the Existing Term Loans outstanding immediately prior to the effectiveness of this Amendment. (c) receipt by The Administrative Agent and Hermes Agent of (or its counsel) shall have received the following, each in form and substance reasonably satisfactory to Administrative Agent: (i) copies the executed legal opinion of each Organizational Document of each of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special New York counsel to the Credit Loan Parties, in form and substance reasonably satisfactory to the Administrative Agent, executed and delivered by each Credit Party and certified as of the Execution Date by a Responsible Officer of such Credit Party as being in full force and effect without modification or amendment;; and (ii) signature the executed legal opinion of ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇▇ LLP, special Wisconsin counsel to the Loan Parties, in form and incumbency certificates of substance reasonably satisfactory to the Responsible Office of each Credit Party executing this Eighth Amendment; (iii) resolutions of the Board of Directors or similar governing body of each Credit Party approving and authorizing the execution, delivery and performance of this Eighth Amendment and the agreements executed and documents delivered in connection herewith, certified as of the Eight Amendment Effective Date by a Responsible Officer of each Credit Party as being in full force and effect without modification or amendment; (iv) a good standing certificate from the applicable Governmental Authority of each Credit Party’s jurisdiction of formation dated a recent date;Administrative Agent. (d) receipt by The Administrative Agent and Hermes Agent of an acknowledgment from Hermes of the amendments contemplated by this Eighth Amendment, which acknowledgment shall be in form and substance satisfactory to Administrative Agent and Hermes Agent; (eor its counsel) receipt by Administrative Agent of reasonably requested “know your customer” materials and documentation; (f) Borrower shall have paid to received a certificate from the Administrative Agent on Borrower, dated the Amendment No. 2 Effective Date, for certifying that the ratable benefit representations and warranties set forth in Section 6 of the undersigned Lender this Amendment are true and correct in all material respects (constituting or in all Lenders under the Credit Agreement respects if qualified by materiality) as of the Effective Date), a work fee in the amount of $100,000; and (g) receipt by Administrative Agent and the undersigned Lender (constituting all Lenders under the Credit Agreement as of the Eighth Amendment Effective Date) of the reimbursement or payment of all reasonable and documented out-of-pocket costs and expenses incurred by it or any of its Affiliates in connection with the preparation, negotiation and execution of this Eighth Amendment or any document, instrument, agreement delivered pursuant to this Eighth Amendment, and all other reasonable and documented costs and expenses of the Administrative Agent described in Section 12.8.1 of the Credit Agreement, to the extent invoiced at least two (No. 2) Business Days prior to the Eighth Amendment Effective Date.

Conditions Precedent to Effectiveness. This Eighth Amendment Agreement shall become effective as of on the date hereof only upon satisfaction of (the “Effective Date”) that the following conditions precedentprecedent have been satisfied: (a) The Borrower shall have paid all fees and expenses of the due execution Administrative Agent and delivery of a counterpart signature page to this Eighth Amendment by each of Borrower, Guarantor, the undersigned Lender (constituting all Lenders under the Credit Agreement payable hereunder and accrued as of the Eighth Amendment Effective DateDate (including the accrued fees and expenses of counsel to the Administrative Agent), Administrative Agent and Hermes Agent;. (b) receipt by Administrative Agent of a duly executed copy of (i) On the New Foresight Energy Secured Credit AgreementEffective Date, which the following statements shall have been amended be true and restated on terms reasonably satisfactory to Administrative Agent and (ii) such other agreements evidencing the Refinancing as Administrative Agent shall reasonably request; (c) receipt have received for the account of each Lender a certificate signed by Administrative Agent and Hermes Agent a duly authorized officer of the followingBorrower, each in form and substance reasonably satisfactory to Administrative Agentdated the Effective Date, stating that: (i) The representations and warranties contained in Section 4.01 are correct in all material respects on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (c) The Administrative Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the Administrative Agent and (except for the Notes) in sufficient copies for each Lender: (i) Executed counterparts of this Agreement from all parties hereto. (ii) If requested by a Lender, a Note payable to the order of such Lender, in a principal amount equal to each such Lender’s Commitment. (iii) Certified copies of the resolutions of the Board of Directors (or committee thereof) of the Borrower and each Organizational Document other Loan Party approving this Agreement, the Notes and each Guaranty to which it is or is to be a party, and of all documents evidencing other necessary corporate action and governmental and other third party approvals and consents, if any, with respect to this Agreement, the Notes and each Guaranty. (iv) A certificate of the Secretary or an Assistant Secretary of each Loan Party certifying the names and true signatures of the officers of such Loan Party authorized to sign the Loan Documents to which it is a party and the other documents to be delivered hereunder. (v) A Subsidiary Guaranty executed by each Subsidiary Guarantor, and the Parent Guaranty duly executed by the Parent and IHCL. (vi) An opinion of ▇▇▇▇▇▇ & Bird LLP, counsel for the Borrower and certain other Loan Parties, in substantially the form of Exhibit F attached hereto. (vii) An opinion of Linklaters, English counsel for IHCL, in substantially the form of Exhibit G attached hereto and to such other matters as any Lender through the Administrative Agent may reasonably request. (viii) An opinion of ▇▇▇▇▇▇▇, Bermuda counsel for the Parent, in substantially the form of Exhibit H attached hereto and to such other matters as any Lender through the Administrative Agent may reasonably request. (ix) An acceptance of the appointment of the Process Agent (as such term is defined in Section 8.12) for each of the Parent and IHCL. (x) A certificate signed by the chief financial officer of the Borrower certifying the current Debt Ratings. (d) All amounts outstanding, if any, under the Existing Credit PartiesAgreement shall have been paid, and the Existing Credit Agreement shall have been terminated (including termination of all commitments thereunder) in writing satisfactory to the Administrative Agent. (e) The Administrative Agent shall have received (i) the Consolidated financial statements of the Parent and its Subsidiaries for the fiscal quarter ended March 31, 2009 and (ii) the financial projections of the Parent and its Subsidiaries on a Consolidated basis for the fiscal years ended 2009, 2010 and 2011, in each case, in form and substance reasonably satisfactory to the Administrative Agent, executed and delivered by each Credit Party and certified as of the Execution Date by a Responsible Officer of such Credit Party as being in full force and effect without modification or amendment; (ii) signature and incumbency certificates of the Responsible Office of each Credit Party executing this Eighth Amendment; (iii) resolutions of the Board of Directors or similar governing body of each Credit Party approving and authorizing the execution, delivery and performance of this Eighth Amendment and the agreements executed and documents delivered in connection herewith, certified as of the Eight Amendment Effective Date by a Responsible Officer of each Credit Party as being in full force and effect without modification or amendment; (iv) a good standing certificate from the applicable Governmental Authority of each Credit Party’s jurisdiction of formation dated a recent date; (d) receipt by Administrative Agent and Hermes Agent of an acknowledgment from Hermes of the amendments contemplated by this Eighth Amendment, which acknowledgment shall be in form and substance satisfactory to Administrative Agent and Hermes Agent; (e) receipt by Administrative Agent of reasonably requested “know your customer” materials and documentation; (f) Borrower shall have paid to the Administrative Agent on the Effective Date, for the ratable benefit of the undersigned Lender (constituting all Lenders under the Credit Agreement as of the Effective Date), a work fee in the amount of $100,000; and (g) receipt by Administrative Agent and the undersigned Lender (constituting all Lenders under the Credit Agreement as of the Eighth Amendment Effective Date) of the reimbursement or payment of all reasonable and documented out-of-pocket costs and expenses incurred by it or any of its Affiliates in connection with the preparation, negotiation and execution of this Eighth Amendment or any document, instrument, agreement delivered pursuant to this Eighth Amendment, and all other reasonable and documented costs and expenses of the Administrative Agent described in Section 12.8.1 of the Credit Agreement, to the extent invoiced at least two (2) Business Days prior to the Eighth Amendment Effective Date.

Conditions Precedent to Effectiveness. This Eighth Amendment Agreement, the Amendments and each Incremental Term Lender’s obligation to provide its respective Incremental Term Loan shall become effective as of solely upon the date hereof only upon satisfaction of the following conditions precedent:precedent (upon satisfaction of such conditions, such date being referred to in this Agreement as the “Effective Date”): (a) the due execution and delivery of The Administrative Agent shall have received a counterpart signature page to of this Eighth Amendment Agreement duly executed by each of Borrower, Guarantorthe Loan Parties, the undersigned Lender (Incremental Term Lenders and the other Lenders party hereto constituting all Lenders under the Credit Agreement as of the Eighth Amendment Effective Date), Administrative Agent and Hermes Agent;Required Lenders. (b) receipt by The Administrative Agent of a duly executed copy of (i) Agent, the New Foresight Energy Secured Credit AgreementArrangers, which the Incremental Term Lenders and the other Lenders party hereto shall have been amended reimbursed or paid all costs, expenses, fees and restated other amounts previously agreed in writing by any of them with the Borrower to be earned, due and payable on terms reasonably satisfactory or prior to the Effective Date, including, to the extent invoiced, reimbursement or payment of all reasonable out-of-pocket expenses (including reasonable costs, expenses, fees, charges and disbursements of counsel) required to be reimbursed or paid by any Loan Party. (c) The Administrative Agent shall have received, on behalf of itself, the Collateral Agent, the Arrangers, the Incremental Term Lenders and the other Lenders party hereto, a written opinion of ▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇ PLC, counsel for the Borrower, or such other or additional counsel for the Borrower reasonably acceptable to the Administrative Agent, (A) dated as of the Effective Date, (B) addressed to the Administrative Agent, the Collateral Agent, the Arrangers, the Incremental Term Lenders and the other Lenders party hereto, and (iiC) covering such matters relating to this Agreement and the other agreements evidencing Loan Documents as the Refinancing as Administrative Agent shall reasonably request;, and the Borrower hereby requests such counsel to deliver such opinions. (cd) receipt by The Administrative Agent and Hermes Agent of the following, each in form and substance reasonably satisfactory to Administrative Agent: shall have received (i) copies a certificate as to the good standing of each Organizational Document Loan Party as of a recent date, from such Secretary of State; (ii) a certificate of the Secretary or Assistant Secretary of each of the Credit Parties, in form and substance reasonably satisfactory to Administrative Agent, executed and delivered by each Credit Loan Party and certified dated as of the Execution Effective Date by and certifying (A) that attached thereto is a Responsible Officer true and complete copy of the by-laws of such Credit Loan Party as being in full force effect on the Effective Date and effect without modification or amendment; (ii) signature and incumbency certificates at all times since a date prior to the date of the Responsible Office of each Credit resolutions described in clause (B) below (or in the alternative, a certification by such Loan Party executing this Eighth Amendment; (iii) resolutions as to no changes to the by-laws since the date of the Board last secretary’s certificate delivered to the Administrative Agent), (B) that attached thereto is a true and complete copy of Directors or similar governing body resolutions duly adopted by the board of each Credit directors of such Loan Party approving and authorizing the execution, delivery and performance of this Eighth Amendment Agreement and the agreements executed Transactions to which such Person is a party and, in the case of the Borrower, the borrowings hereunder, and documents delivered that such resolutions have not been modified, rescinded or amended and are in connection herewithfull force and effect, (C) that attached thereto is a copy of the certificate or articles of incorporation, including all amendments thereto, of each Loan Party, certified as of a recent date by the Eight Amendment Effective Date Secretary of State of the state of its organization (or in the alternative, a certification by a Responsible Officer such Loan Party as to no changes to the certificate or articles of incorporation since the date of the last secretary’s certificate delivered to the Administrative Agent), and (D) as to the incumbency and specimen signature of each Credit Party officer executing this Agreement, any other Loan Document or any other document delivered in connection herewith on behalf of such Loan Party; (iii) a certificate of another officer as being in full force to the incumbency and effect without modification specimen signature of the Secretary or amendment; Assistant Secretary executing the certificate pursuant to clause (ii) above; (iv) a good standing certificate such other documents as the Administrative Agent may reasonably request, including customary lien and judgment searches with respect to each Loan Party (including the Company) and customary evidence of insurance coverage and customary lender’s loss payable endorsements as to casualty and business interruption insurance. (e) No Default or Event of Default under Section 7.01(b), (c), (g) or (h) shall have occurred and be continuing or would result from the applicable Governmental Authority of each Credit Party’s jurisdiction of formation dated a recent date;Transactions. (df) receipt by After giving effect to the Transactions, the total amount of Incremental Term Loans shall not exceed the Incremental Term Loan Amount. (g) The Administrative Agent and Hermes Agent of an acknowledgment from Hermes shall have received a certificate, dated as of the amendments contemplated Effective Date and signed by a Financial Officer of the Borrower, confirming compliance with the conditions precedent set forth in paragraphs (e), (f) and (j) of this Eighth AmendmentSection 5; provided that any certification relating to compliance with the definition of “Incremental Term Loan Amount” in, which acknowledgment and Sections 2.23 and 6.04(f) of, the Credit Agreement shall be signed by a Financial Officer of the Borrower setting forth reasonably detailed calculations in support of such certification, in form and substance reasonably satisfactory to Administrative Agent and Hermes Agent; (e) receipt by Administrative Agent of reasonably requested “know your customer” materials and documentation; (f) Borrower shall have paid to the Administrative Agent. (h) The Administrative Agent on shall have received a certificate from the Effective Date, for the ratable benefit chief financial officer of the undersigned Lender (constituting all Lenders under the Credit Agreement as of the Effective Date), a work fee Borrower in the amount of $100,000; and (g) receipt by Administrative Agent form and the undersigned Lender (constituting all Lenders under the Credit Agreement as of the Eighth Amendment Effective Date) of the reimbursement or payment of all reasonable and documented out-of-pocket costs and expenses incurred by it or any of its Affiliates in connection with the preparation, negotiation and execution of this Eighth Amendment or any document, instrument, agreement delivered pursuant to this Eighth Amendment, and all other reasonable and documented costs and expenses of substance reasonably satisfactory the Administrative Agent described certifying that the Borrower and its Subsidiaries, on a consolidated basis after giving effect to the Transactions, are Solvent. (i) The Administrative Agent shall have received a Borrowing Request with respect to the Incremental Term Loans not later than 1:00 p.m., New York City time, one Business Day before the Effective Date and otherwise in accordance with the requirements of Section 12.8.1 2.03 of the Credit Agreement, to . (j) The satisfaction of the extent invoiced at least two (2) Business Days prior to the Eighth Amendment Effective Dateother conditions precedent set forth on Annex III attached hereto.

Conditions Precedent to Effectiveness. This Eighth Assignment and Amendment shall become effective as of (the date hereof only of such effectiveness, the “Assignment and Amendment Effective Date”) upon the satisfaction of the following conditions precedentconditions: (a) the due execution This Assignment and delivery of a counterpart signature page to this Eighth Amendment shall have been executed and delivered by each of Borrower, Guarantor, the undersigned Lender (constituting all Lenders under the Credit Agreement as of the Eighth Amendment Effective Date), Administrative Agent and Hermes Agentparties hereto; (b) receipt by The Administrative Agent of a duly executed copy of (ior its counsel) the New Foresight Energy Secured Credit Agreement, which shall have been amended received such customary documents and restated on terms reasonably satisfactory to certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and (ii) such other agreements evidencing the Refinancing as Administrative Agent shall reasonably request; (c) receipt by Administrative Agent and Hermes Agent good standing of the followingAssignee, each the authorization of entry into this Assignment and Amendment and any other legal matters relating to the Assignee or this Assignment and Amendment, all in form and substance reasonably satisfactory to the Administrative Agent and its counsel; (c) The Administrative Agent (or its counsel) shall have received such incumbency certificates and/or other certificates of Authorized Representatives of the Assignee as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Authorized Representative thereof authorized to act as an Authorized Representative in connection with this Assignment and Amendment and the other Loan Documents to which the Assignee is a party or is to be a party; (d) The Administrative Agent (or its counsel) shall have received, in form and substance reasonably satisfactory to the Administrative Agent:, a certificate signed by an authorized officer of the Assignee certifying that the representations and warranties specified in Section 5 of this Assignment and Amendment are true and correct; and (i) copies Each Finance Party shall have received such documents and other information with respect to the Assignee (as such Finance Party may have requested through the Administrative Agent at least five (5) Business Days prior to the Assignment and Amendment Effective Date) required under any applicable “know your customer” and/or anti-money laundering rules and regulations, including the PATRIOT Act, in connection with this Assignment and Amendment and (ii) to the extent that the Assignee qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five (5) Business Days prior to the Assignment and Amendment Effective Date, any Lender that has requested, in a written notice to the Assignee at least ten (10) Business Days prior to the Assignment and Amendment Effective Date, a Beneficial Ownership Certification in relation to the Assignee shall have received such Beneficial Ownership Certification (provided that, upon the execution and delivery by such Lender of each Organizational Document its signature page to this Assignment and Amendment, the condition set forth in this clause (ii) shall be deemed to be satisfied). (f) The Administrative Agent shall have received, on behalf of each of itself and the Credit Lenders, an opinion from Cravath, Swaine & ▇▇▇▇▇ LLP, counsel to the Loan Parties, in form and substance reasonably satisfactory to the Administrative Agent, executed and delivered by each Credit Party and certified as of the Execution Date by a Responsible Officer of such Credit Party as being in full force and effect without modification or amendment; (ii) signature and incumbency certificates of the Responsible Office of each Credit Party executing this Eighth Amendment; (iii) resolutions of the Board of Directors or similar governing body of each Credit Party approving and authorizing the execution, delivery and performance of this Eighth Amendment and the agreements executed and documents delivered in connection herewith, certified as of the Eight Amendment Effective Date by a Responsible Officer of each Credit Party as being in full force and effect without modification or amendment; (iv) a good standing certificate from the applicable Governmental Authority of each Credit Party’s jurisdiction of formation dated a recent date; (d) receipt by Administrative Agent and Hermes Agent of an acknowledgment from Hermes of the amendments contemplated by this Eighth Amendment, which acknowledgment shall be in form and substance satisfactory to Administrative Agent and Hermes Agent; (e) receipt by Administrative Agent of reasonably requested “know your customer” materials and documentation; (f) Borrower shall have paid to the Administrative Agent on the Effective Date, for the ratable benefit of the undersigned Lender (constituting all Lenders under the Credit Agreement as of the Effective Date), a work fee in the amount of $100,000; and. (g) receipt by Administrative Agent and Prior to or substantially concurrently with the undersigned Lender (constituting all Lenders under the Credit Agreement as occurrence of the Eighth Assignment and Amendment Effective Date) of , the reimbursement Borrowers shall have reimbursed or payment of all reasonable and documented out-of-pocket costs and expenses incurred by it or any of its Affiliates in connection with the preparation, negotiation and execution of this Eighth Amendment or any document, instrument, agreement delivered pursuant to this Eighth Amendment, and all other reasonable and documented costs and expenses of the Administrative Agent described in Section 12.8.1 of the Credit Agreementpaid, to the extent invoiced at least two (2) Business Days prior to the Eighth Assignment and Amendment Effective Date, all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent in connection with this Assignment and Amendment.

Conditions Precedent to Effectiveness. This Eighth Amendment shall become effective as (a) The effectiveness of the date hereof only upon amendments set forth in Subsection 1.1 of this Amendment, including the obligation of each New Tranche E Term Lender to make, and each Exchanging Tranche D Lender to exchange its Tranche D Term Loan for, a Tranche E Term Loan, is subject to the satisfaction or waiver of the following conditions precedent: (a) the due execution and delivery date of a counterpart signature page such satisfaction or waiver of such conditions being referred to this Eighth Amendment by each of Borrower, Guarantor, herein as the undersigned Lender (constituting all Lenders under the Credit Agreement as of the Eighth “Fourth Amendment Effective Date)” and the time of such satisfaction or waiver of such conditions being referred to herein as the, the “Fourth Amendment Effective Time”): (1) the Parent Borrower, the OpCo Borrower, the Administrative Agent, the Collateral Agent, the New Tranche E Term Lenders and the Exchanging Tranche D Lenders have each delivered a duly executed counterpart of this Amendment to the Administrative Agent (which, in the case of Exchanging Tranche D Lenders, may be in the form of an Existing Tranche D Lender Signature Page); (2) each Guarantor shall have delivered a duly executed counterpart of the acknowledgment and Hermes consent attached to this Amendment (the “Acknowledgment”) to the Administrative Agent; (b) receipt by Administrative Agent of a duly executed copy of (i3) the New Foresight Energy Secured Credit Agreement, which shall have been amended and restated on terms reasonably satisfactory to Administrative Agent and (ii) such other agreements evidencing the Refinancing as Administrative Agent shall reasonably request; have received (cA)(i) receipt by Administrative Agent true and Hermes Agent complete copies of resolutions of the following, each in form and substance reasonably satisfactory to Administrative Agent: (i) copies board of each Organizational Document directors or a duly authorized committee thereof of each of the Credit Parties, in form and substance reasonably satisfactory to Administrative Agent, executed and delivered by each Credit Party and certified as of the Execution Date by a Responsible Officer of such Credit Party as being in full force and effect without modification or amendment; (ii) signature and incumbency certificates of the Responsible Office of each Credit Party executing this Eighth Amendment; (iii) resolutions of the Board of Directors or similar governing body of each Credit Party Loan Parties approving and authorizing the execution, delivery and performance of this Eighth Amendment, and the performance of the Credit Agreement as amended by this Amendment and (ii) incumbency and the agreements executed and documents delivered signature of authorized signatories, in connection herewitheach case, certified as of the Eight Fourth Amendment Effective Date by a Responsible Officer Officer, secretary or assistant secretary of each Credit Party the Borrowers as being in full force and effect without modification or amendment; amendment and (ivB) a good standing certificate (or the equivalent thereof) for each of the Loan Parties from the applicable Governmental Authority of each Credit Party’s its jurisdiction of formation formation; (4) the Administrative Agent shall have received a certificate, in form and substance reasonably satisfactory to the Administrative Agent, of the Parent Borrower dated as of the Fourth Amendment Effective Date signed by a recent Responsible Officer of the Parent Borrower certifying as to the matters set forth in clauses (5) and (6) below; (5) each of the representations and warranties made by any Loan Party pursuant to the Credit Agreement and any other Loan Document to which it is a party shall, except to the extent that they relate to a particular date, be true and correct in all material respects on and as of the Fourth Amendment Effective Date as if made on and as of such date; (d6) receipt by no Default or Event of Default shall have occurred and be continuing on the Fourth Amendment Effective Date after giving effect to the effectiveness hereof; (7) the Parent Borrower shall have delivered to the Administrative Agent and Hermes Agent the Lenders an opinion from each of an acknowledgment from Hermes of the amendments contemplated by this Eighth AmendmentDebevoise & P▇▇▇▇▇▇▇ LLP and R▇▇▇▇▇▇▇, which acknowledgment shall be ▇▇▇▇▇▇ & Finger, P.A., in form and substance reasonably satisfactory to Administrative Agent and Hermes Agent; (e) receipt by Administrative Agent of reasonably requested “know your customer” materials and documentation; (f) Borrower shall have paid to the Administrative Agent on the Effective Date, for the ratable benefit of the undersigned Lender (constituting all Lenders under the Credit Agreement and dated as of the Fourth Amendment Effective Date; (8) UBS Securities LLC, as a Lead Arranger, and UBS AG, Stamford Branch, as the Administrative Agent, shall have received all fees and expenses related to the Tranche E Term Loans to the extent due (which may be offset against the proceeds thereof), a work fee in the amount of $100,000; and (g9) receipt by with respect to the initial Tranche E Term Loans, the Administrative Agent and the undersigned Lender (constituting all Lenders under shall have received a notice of such Borrowing as required by Subsection 2.3 of the Credit Agreement as of the Eighth Amendment Effective Date) of the reimbursement (or payment of all reasonable and documented out-of-pocket costs and expenses incurred by it or any of its Affiliates such notice shall have been deemed given in connection accordance with the preparation, negotiation and execution of this Eighth Amendment or any document, instrument, agreement delivered pursuant to this Eighth Amendment, and all other reasonable and documented costs and expenses of the Administrative Agent described in Section 12.8.1 Subsection 2.3 of the Credit Agreement). The making of Tranche E Term Loans by the Tranche E Term Lenders and the exchange of Tranche D Term Loans for Tranche E Term Loans by the Exchanging Tranche D Lenders shall, in each case, conclusively be deemed to constitute an acknowledgment by the Administrative Agent and each Lender that each of the conditions precedent set forth herein shall have been satisfied in accordance with its respective terms or shall have been irrevocably waived by such Person. (b) The effectiveness of the amendments set forth in Subsections 1.2 and 1.3 of this Amendment shall be subject to the extent invoiced at least two (2) Business Days prior occurrence of the Fourth Amendment Effective Time and shall also be subject to the Eighth condition that the Administrative Agent shall have received a counterpart of this Amendment Effective Dateexecuted by each Tranche E Term Lender (including Supplemental Tranche E Term Lenders) who in the aggregate constitute Required Lenders. (c) The effectiveness of the amendments set forth in Subsection 1.4 of this Amendment shall be subject to the conditions set forth in clauses (a) and (b) above and shall also be subject to the receipt of the written consent of the Required Lenders (as such term is defined in the Senior ABL Facility Agreement) under the Senior ABL Facility Agreement to corresponding changes being made in the Senior ABL Facility Agreement and other applicable ABL Facility Documents.

Conditions Precedent to Effectiveness. This Eighth The effectiveness of this Amendment shall become effective as and the obligations of the date hereof only upon Administrative Agent, the Collateral Agent, the RL Lenders, the 2016 Term Loan Lenders and the Required Lenders to enter into this Amendment are subject to the satisfaction or waiver of the following conditions precedenton or prior to the Second Amendment Effective Date: (a) the due execution and delivery of a counterpart signature page Administrative Agent shall have received an executed original (or photocopy with the original to this Eighth Amendment by each of Borrower, Guarantor, follow after the undersigned Lender (constituting all Lenders under the Credit Agreement as of the Eighth Second Amendment Effective Date)) of (i) the Amendment, Administrative Agent (ii) a solvency certificate from a Financial Officer of Holdings or the Borrower, substantially in the form of Exhibit H hereto, (iii) a patent security agreement substantially in the form of Exhibit D to the Guarantee and Hermes AgentCollateral Agreement, (iv) the Revolving Note(s) and (v) the Term Note(s) evidencing the 2016 Term Loans; (b) receipt by The Administrative Agent of a duly executed copy of shall have received the following from or with respect to Holdings and the Borrower: (i) a copy of the New Foresight Energy Secured Credit Agreementcertificate or articles of incorporation or organization, which shall have been amended including all amendments thereto, certified as of a recent date by either the Secretary of State of the state of its organization or such Governmental Authority, and, to the extent readily available with respect to franchise Taxes, a certificate certifying that such Loan Party has paid all franchise Taxes due and restated payable on terms reasonably satisfactory or prior to Administrative Agent the date of such certificate and such Loan Party is duly organized and in good standing under the laws of such jurisdiction; [***] = CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THIS OMITTED INFORMATION. (ii) a certificate of the Secretary, Assistant Secretary or other Responsible Officer of each Loan Party dated the Second Amendment Effective Date and certifying (A) that attached thereto are true and complete copies of the Organizational Documents of such Loan Party as in effect on the Second Amendment Effective Date, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Governing Body of such Loan Party authorizing the execution, delivery and performance of the Loan Documents and, in the case of the Borrower, the borrowing of the 2016 Term Loans hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the charter or articles or certificate of incorporation or organization of such Loan Party have not been amended since the date thereof, and (D) as to the incumbency and specimen signature of each officer executing any Loan Documents or any other agreements evidencing document delivered in connection herewith on behalf of such Loan Party; and (iii) a certification of another officer as to the Refinancing as Administrative Agent shall reasonably requestincumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (ii) above; (c) receipt by prior to the making of the 2016 Term Loans, the Administrative Agent shall have received a Notice of Borrowing, substantially in the form of Exhibit C hereto; (d) the Administrative Agent shall have received, on behalf of itself, the Collateral Agent and Hermes Agent the Lenders, a favorable written opinion of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, counsel for the followingLoan Parties (A) dated the Second Amendment Effective Date, each in form and substance reasonably satisfactory (B) addressed to the Administrative Agent:, the Collateral Agent and the Lenders, and (C) covering such other matters relating to the Amendment and the Loan Documents as the Administrative Agent shall reasonably request and that are customary to cover in transactions of this type, and the Borrower hereby requests such counsel to deliver such opinions; (i) copies of each Organizational Document of each the representations and warranties in Section 3 hereof shall be true and correct in all material respects on and as of the Credit PartiesSecond Amendment Effective Date, (ii) the Borrower shall have performed in all material respects all agreements and satisfied all conditions which this Amendment provides shall be performed or satisfied by it on or before the Second Amendment Effective Date except as otherwise disclosed to and agreed to in writing by the Administrative Agent or that are otherwise waived, and (iii) the Borrower shall have delivered to the Administrative Agent an officer’s certificate, in form and substance reasonably satisfactory to the Administrative Agent, executed and delivered by each Credit Party and certified certifying as to the accuracy of the Execution Date by a Responsible Officer of such Credit Party as being in full force and effect without modification or amendment; clause (ii) signature and incumbency certificates of the Responsible Office of each Credit Party executing this Eighth Amendment; (iii) resolutions of the Board of Directors or similar governing body of each Credit Party approving and authorizing the execution, delivery and performance of this Eighth Amendment and the agreements executed and documents delivered in connection herewith, certified as of the Eight Amendment Effective Date by a Responsible Officer of each Credit Party as being in full force and effect without modification or amendment; (iv) a good standing certificate from the applicable Governmental Authority of each Credit Party’s jurisdiction of formation dated a recent date; (d) receipt by Administrative Agent and Hermes Agent of an acknowledgment from Hermes of the amendments contemplated by this Eighth Amendment, which acknowledgment shall be in form and substance satisfactory to Administrative Agent and Hermes Agent; (e) receipt by Administrative Agent of reasonably requested “know your customer” materials and documentation;c)(i); and (f) the Borrower shall have paid to the Administrative Agent for the ratable distribution to (i) each RL Lender providing a Total Revolving Loan Commitment available on the Second Amendment Effective Date, for an upfront fee on the ratable benefit Second Amendment Effective Date equal to 0.50% of the undersigned Lender Total Revolving Loan Commitment, (constituting all Lenders under ii) each 2016 Term Loan Lender, the Yield Enhancement Fee pursuant to Section 2.05(b) of the Credit Agreement as of and (iii) such other amounts due and payable on or prior to the Second Amendment Effective Date), a work fee in the amount of $100,000; and (g) receipt by Administrative Agent and the undersigned Lender (constituting all Lenders Date that are required to be paid under the Credit Agreement as of Loan Documents, including, to the Eighth Amendment Effective Date) of the extent invoiced, reimbursement or payment of all reasonable and documented out-of-out of pocket costs and expenses incurred required to be reimbursed or paid by it the Borrower hereunder or under any other Loan Document. Once paid, none of the fees shall be refundable under any circumstance or subject to any right of setoff counterclaim or any similar right (each of its Affiliates in connection with which is hereby waived by Holdings and the preparation, negotiation and execution of this Eighth Amendment or any document, instrument, agreement delivered pursuant to this Eighth Amendment, and all other reasonable and documented costs and expenses of the Administrative Agent described in Section 12.8.1 of the Credit Agreement, to the extent invoiced at least two (2) Business Days prior to the Eighth Amendment Effective DateBorrower). [***] = CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THIS OMITTED INFORMATION.

Conditions Precedent to Effectiveness. This Eighth Amendment The effectiveness of this Agreement shall become effective as be subject to the satisfaction of the date hereof only upon satisfaction each of the following conditions precedentconditions: (a) The Administrative Agent shall have received, on behalf of itself, the due execution Collateral Agent and delivery the Lenders, a favorable written opinion of a counterpart signature page to this Eighth Amendment by each ▇▇▇▇ ▇▇▇▇▇, Esq., General Counsel of the Borrower, Guarantorsubstantially to the effect set forth in Exhibit D, dated the undersigned Lender (constituting all Lenders under the Credit Agreement as of the Eighth Amendment Effective Date), Administrative Agent and Hermes Agent;. (b) receipt by Administrative Agent of a duly executed copy of (i) All legal matters incident to this Agreement and the New Foresight Energy Secured Credit Agreement, which other Loan Documents shall have been amended and restated on terms be reasonably satisfactory to the Lenders and to the Administrative Agent and (ii) such other agreements evidencing the Refinancing as Administrative Agent shall reasonably request;Agent. (c) receipt by The Administrative Agent and Hermes Agent of the following, each in form and substance reasonably satisfactory to Administrative Agent: shall have received (i) copies a certificate as to the good standing of each Organizational Document Loan Party, as of a recent date, from the applicable Governmental Authority; (ii) a certificate of the Secretary or Assistant Secretary of each Loan Party, dated the Effective Date, and certifying (A) that there has been no amendment to the by-laws of the Credit Parties, in form and substance reasonably such Loan Party since a date satisfactory to the Administrative Agent, executed (B) that attached thereto is a true and delivered complete copy of resolutions duly adopted by each Credit Party and certified as the board of the Execution Date by a Responsible Officer directors of such Credit Loan Party as being in full force and effect without modification or amendment; (ii) signature and incumbency certificates of the Responsible Office of each Credit Party executing this Eighth Amendment; (iii) resolutions of the Board of Directors or similar governing body of each Credit Party approving and authorizing the execution, delivery and performance of this Eighth Amendment and the agreements executed and documents delivered Loan Documents and, in connection herewith, certified as the case of the Eight Amendment Effective Date by a Responsible Officer of each Credit Party as being Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect without modification effect, (C) that the articles of incorporation of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer executing any Loan Document or amendment; any other document delivered in connection herewith on behalf of such Loan Party; and (iviii) a good standing certificate from of another officer as to the applicable Governmental Authority incumbency and specimen signature of each Credit Party’s jurisdiction of formation dated a recent date;the Secretary or Assistant Secretary executing the certificate pursuant to clause (ii) above. (d) receipt by The Administrative Agent and Hermes Agent of an acknowledgment from Hermes shall have received a certificate, signed by a Financial Officer of the amendments contemplated Borrower, dated the Effective Date, and confirming that (i) the representations and warranties set forth in Article III hereof are true and correct in all material respects, (ii) the Borrower and each other Loan Party is in compliance with the terms and provisions set forth herein and in each other Loan Document to be observed or performed by this Eighth Amendment, which acknowledgment shall be in form the Borrower or such Loan Party and substance satisfactory to Administrative Agent (iii) no Default or Event of Default has occurred and Hermes Agent;is continuing. (e) receipt by Administrative Agent of reasonably requested “know your customer” materials Each Loan Document other than this Agreement shall be in full force and documentation; (f) Borrower shall have paid to the Administrative Agent on the Effective Date, for the ratable benefit of the undersigned Lender (constituting all Lenders under the Credit Agreement as of the Effective Date), a work fee in the amount of $100,000; and (g) receipt by Administrative Agent and the undersigned Lender (constituting all Lenders under the Credit Agreement as of the Eighth Amendment Effective Date) of the reimbursement or payment of all reasonable and documented out-of-pocket costs and expenses incurred by it or any of its Affiliates in connection with the preparation, negotiation and execution of this Eighth Amendment or any document, instrument, agreement delivered pursuant to this Eighth Amendment, and all other reasonable and documented costs and expenses of the Administrative Agent described in Section 12.8.1 of the Credit Agreement, to the extent invoiced at least two (2) Business Days prior to the Eighth Amendment Effective Dateeffect.

Conditions Precedent to Effectiveness. This Eighth The parties hereto agree that this Amendment shall become not be effective as until the satisfaction of the date hereof only upon satisfaction each of the following conditions precedent: (a) the due execution and delivery of a counterpart signature page to this Eighth Amendment by each of Borrower, Guarantor, the undersigned Lender (constituting all Lenders under the Credit Agreement as of the Eighth Amendment Effective Date), Administrative Agent shall have received a copy of this Amendment duly completed, executed and Hermes Agentdelivered by the Borrower and the other Loan Parties; (b) receipt by the Administrative Agent shall receive evidence of concurrent consummation of a duly executed copy of (i) related amendment to the New Foresight Energy Secured Parent Credit Agreement, which shall have been amended and restated on terms reasonably satisfactory to Administrative Agent and (ii) such other agreements evidencing the Refinancing as Administrative Agent shall reasonably request; (c) receipt by Administrative Agent and Hermes Agent of the following, each in form and substance reasonably satisfactory to Administrative Agent: (i) copies of each Organizational Document of each of the Credit Parties, in form and substance reasonably satisfactory to Administrative Agent, executed and delivered by each Credit Party and certified as of the Execution Date by a Responsible Officer of such Credit Party as being in full force and effect without modification or amendment; (ii) signature and incumbency certificates of the Responsible Office of each Credit Party executing this Eighth Amendment; (iii) resolutions of the Board of Directors or similar governing body of each Credit Party approving and authorizing the execution, delivery and performance of this Eighth Amendment and the agreements executed and documents delivered in connection herewith, certified as of the Eight Amendment Effective Date by a Responsible Officer of each Credit Party as being in full force and effect without modification or amendment; (iv) a good standing certificate from the applicable Governmental Authority of each Credit Party’s jurisdiction of formation dated a recent date; (d) receipt by Administrative Agent and Hermes Agent of an acknowledgment from Hermes of the amendments contemplated by this Eighth Amendment, which acknowledgment shall be in form and substance satisfactory reasonably acceptable to the Administrative Agent; (c) the Administrative Agent shall receive evidence of concurrent consummation of a related amendment to the Revolving Loan Facility, which shall be in form and Hermes substance reasonably acceptable to the Administrative Agent; (d) the Administrative Agent shall receive evidence of concurrent consummation of a related amendment to the Senior Term Loan Credit Agreement, which shall be in form and substance reasonably acceptable to the Administrative Agent; (e) receipt by the Administrative Agent shall receive evidence of concurrent consummation of a related amendment to the Parent Term Loan Facility, which shall be in form and substance reasonably requested “know your customer” materials and documentationacceptable to the Administrative Agent; (f) Borrower the Administrative Agent shall have paid receive evidence of concurrent consummation of a related amendment to the Credit Agreement, dated as of December 17, 2021, among the Borrower, the lenders party thereto, Citibank, N.A., as administrative agent, and Export Development Canada, as a mandated lead arranger and a lender, which shall be in form and substance reasonably acceptable to the Administrative Agent on the Effective Date, for the ratable benefit of the undersigned Lender (constituting all Lenders under the Credit Agreement as of the Effective Date), a work fee in the amount of $100,000; andAgent; (g) receipt by the Administrative Agent and the undersigned Lender (constituting all Lenders under the Credit Agreement as of the Eighth Amendment Effective Date) of the reimbursement or shall have received payment of all reasonable and documented invoiced out-of-pocket costs fees and expenses incurred by it or any of the Administrative Agent and its Affiliates (including the reasonable and invoiced fees, charges and disbursements of a single counsel for the Administrative Agent in reasonable detail, and one local counsel in each relevant jurisdiction), in connection with the preparation, negotiation negotiation, execution, delivery and execution administration of this Eighth Amendment; and (h) each of the representations and warranties made in this Amendment shall be true and correct in all material respects (or, to the extent any such representation or any documentwarranty is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) on and as of the Amendment Effective Date (as defined below), instrumentboth before and after giving effect to the amendments contemplated by this Amendment as if such representations and warranties were being made on and as of the Amendment Effective Date, agreement delivered except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, and the representations and warranties contained in subsections (a) and (b) of Section 5.05 of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to this Eighth Amendmentsubsections (a) and (b), and all other reasonable and documented costs and expenses respectively, of the Administrative Agent described in Section 12.8.1 6.01 of the Credit Agreement, to the extent invoiced at least two (2) Business Days prior to the Eighth Amendment Effective Date.

Conditions Precedent to Effectiveness. This Eighth Amendment Joinder shall become not be effective as of the date hereof only upon satisfaction until each of the following conditions precedentprecedent have been fulfilled to the reasonable satisfaction of the Administrative Agent: (a) This Joinder shall have been duly executed and delivered by the due execution respective parties hereto, and delivery of a counterpart signature page to this Eighth Amendment by each of Borrower, Guarantor, the undersigned Lender (constituting all Lenders under the Credit Agreement as of the Eighth Amendment Effective Date), Administrative Agent shall be in full force and Hermes Agent;effect. (b) receipt by Administrative Agent All action on the part of a duly executed copy of (i) the New Foresight Energy Secured Credit Agreement[Borrower/Guarantor] and the other Loan Parties necessary for the valid execution, which delivery and performance by the New [Borrower/Guarantor] and the other Loan Parties of this Joinder and all other documentation, instruments, and agreements to be executed in connection herewith shall have been amended duly and restated on terms effectively taken and evidence thereof reasonably satisfactory to Administrative Agent and (ii) such other agreements evidencing the Refinancing as Administrative Agent shall reasonably request;have been provided to the Administrative Agent. (c) receipt The New [Borrower/Guarantor] (and each other Loan Party, to the extent requested by Administrative Agent and Hermes Agent of the following, each in form and substance reasonably satisfactory to Administrative Agent: (i) copies of shall each Organizational Document of each of have delivered the Credit Partiesfollowing to the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent: (i) Certificate of Legal Existence and Good Standing, executed and delivered if applicable, issued by each Credit Party and certified as the Secretary of the Execution Date State of its incorporation or organization and each other 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. (ii) Such executed certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the New [Borrower/Guarantor] as the Administrative Agent may require evidencing (A) the authority of the New [Borrower/Guarantor] to enter into this Joinder and the other Loan Documents to which the New [Borrower/Guarantor] is a party or is to be a party and (B) the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Joinder and the other Loan Documents to which the New [Borrower/Guarantor] is a party or is to be a party. (iii) Copies of the New [Borrower/Guarantor]’s Organization Documents from the applicable office of the state of organization of the New [Borrower/Guarantor] and such other documents and certifications as the Administrative Agent may reasonably require to evidence that the New [Borrower/Guarantor] is duly organized or formed, and that the New [Borrower/Guarantor] is validly existing and in good standing under the Laws of the jurisdiction of its incorporation or organization, and 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, in each case, certified by a Responsible Officer of the New [Borrower/Guarantor] as to the truthfulness, correctness and completeness of such Credit Party as being in full force and effect without modification or amendment; (ii) signature and incumbency certificates of the Responsible Office of each Credit Party executing this Eighth Amendment; (iii) resolutions of the Board of Directors or similar governing body of each Credit Party approving and authorizing the execution, delivery and performance of this Eighth Amendment and the agreements executed and documents delivered in connection herewith, certified as of the Eight Amendment Effective Date by a Responsible Officer of each Credit Party as being in full force and effect without modification or amendment;documents (iv) a good standing certificate from Execution and delivery to the applicable Governmental Authority Agents by the New [Borrower/Guarantor] of each the following Loan Documents: a) [Joinders to the Notes, as applicable;] b) [Joinder to the Security Documents, as applicable;] c) [Joinder to the Facility Guaranty, as applicable;] d) [Pledge Agreements, as applicable;] e) [Joinder of the Intellectual Property Security Agreement, as applicable]; f) [Mortgage for the Material Owned Real Estate located at , as applicable;] g) [Blocked Account Agreement with , as applicable;] h) [Collateral Access Agreement for the Real Estate located at , as applicable;] i) [Credit Party’s jurisdiction of formation dated a recent dateCard Notification, as applicable;] j) [DDA Notification, as applicable;] k) Such other documents and agreements as the Administrative Agent or the Collateral Agent may reasonably require. (d) receipt by Upon the request of the Administrative Agent and Hermes in its sole discretion, other than with respect to any Immaterial Subsidiary, the Administrative Agent of an acknowledgment from Hermes shall have received a written legal opinion of the amendments New [Borrower’s/Guarantor’s] counsel, addressed to the Administrative Agent, the Collateral Agent and the other Credit Parties, covering such matters relating to the New [Borrower/Guarantor], the Loan Documents and/or the transactions contemplated by this Eighth Amendment, which acknowledgment shall be in form and substance satisfactory to thereby as the Administrative Agent and Hermes Agent;may reasonably request. (e) receipt The Collateral Agent shall have received all documents and instruments, including UCC financing statements, Intellectual Property Security Agreements[, Mortgages] and Blocked Account Agreements, required by Law or the Loan Documents or reasonably requested by the Administrative Agent or the Collateral Agent to create or perfect the Lien intended to be created under the Security Documents and all such documents and instruments shall have been so filed, registered or recorded to the satisfaction of reasonably requested “know your customer” materials and documentation;the Administrative Agent. (f) Borrower All reasonable fees and Credit Party Expenses incurred by the Agents and the other Credit Parties in connection with the preparation and negotiation of this Joinder and related documents (including the reasonable fees and expenses of counsel to the Agents) shall have been paid to in full by the Administrative Agent on New [Borrower/Guarantor] and the Effective Date, for the ratable benefit of the undersigned Lender (constituting all Lenders under the Credit Agreement as of the Effective Date), a work fee in the amount of $100,000; andother Loan Parties. (g) receipt The Collateral Agent for the benefit of the Credit Parties shall have (i) a first-priority, perfected Lien (subject only to Permitted Encumbrances) on all of the assets of the New [Borrower/Guarantor] that are Term Loan Priority Collateral and the New [Borrower/Guarantor] and the other Loan Parties shall have taken all necessary actions in connection therewith, including, among other things, the New [Borrower/Guarantor] and the other Loan Parties shall have delivered to the Collateral Agent (A) to the extent such Equity Interests are “securities” pursuant to Article 8 of the UCC, the originals of the executed Equity Interest Certificates evidencing the Equity Interest of the New [Borrower/Guarantor] and the Equity Interests of any Person owned by Administrative the New [Borrower/Guarantor] that are pledged pursuant to the Pledge Agreement or the Security Agreement and the corresponding Equity Interest powers executed in blank and (B) to the extent required to be delivered pursuant to the Security Agreement, the originals of any executed promissory notes evidencing Term Loan Priority Collateral and corresponding allonges executed in blank and (ii) a security interest in all of the ABL Priority Collateral superior in priority to all other Persons other than the ABL Agent and the undersigned Lender other holders of Permitted Encumbrances, and the Loan Parties shall have taken all necessary actions in connection therewith. (constituting h) The Agents shall have received evidence that all Lenders insurance required to be maintained for the New [Borrower/Guarantor] pursuant to the Loan Documents and all certificates and endorsements with respect to the New [Borrower/Guarantor] in favor of the Agents required under the Credit Agreement as Loan Documents have been obtained and are in effect. (i) The direct parent of the Eighth Amendment Effective DateNew [Borrower/Guarantor] shall have executed and delivered to the Collateral Agent a Pledged Collateral Addendum evidencing the Equity Interests owned by such direct parent in the New [Borrower/Guarantor] and pledged as security for the Obligations to the Collateral Agent. (j) of The Loan Parties shall have executed and delivered to the reimbursement or payment of all reasonable and documented out-of-pocket costs and expenses incurred by it or any of its Affiliates in connection with the preparationAgents such additional documents, negotiation and execution of this Eighth Amendment or any document, instrument, agreement delivered pursuant to this Eighth Amendmentinstruments, and all other reasonable and documented costs and expenses of agreements as the Administrative Agent described in Section 12.8.1 of or the Credit Agreement, to the extent invoiced at least two (2) Business Days prior to the Eighth Amendment Effective DateCollateral Agent may reasonably request.

Conditions Precedent to Effectiveness. This Eighth The parties hereto agree that this Amendment shall become not be effective as until the satisfaction of the date hereof only upon satisfaction each of the following conditions precedent: (a) the due execution and delivery of a counterpart signature page to this Eighth Amendment by each of Borrower, Guarantor, the undersigned Lender (constituting all Lenders under the Credit Agreement as of the Eighth Amendment Effective Date), Administrative Agent shall have received a copy of this Amendment duly completed, executed and Hermes Agentdelivered by the Borrower and the other Loan Parties; (b) receipt by the Administrative Agent shall receive evidence of concurrent consummation of a duly executed copy of (i) related amendment to the New Foresight Energy Secured U.S. Cellular Credit Agreement, which shall have been amended and restated on terms reasonably satisfactory to Administrative Agent and (ii) such other agreements evidencing the Refinancing as Administrative Agent shall reasonably request; (c) receipt by Administrative Agent and Hermes Agent of the following, each in form and substance reasonably satisfactory to Administrative Agent: (i) copies of each Organizational Document of each of the Credit Parties, in form and substance reasonably satisfactory to Administrative Agent, executed and delivered by each Credit Party and certified as of the Execution Date by a Responsible Officer of such Credit Party as being in full force and effect without modification or amendment; (ii) signature and incumbency certificates of the Responsible Office of each Credit Party executing this Eighth Amendment; (iii) resolutions of the Board of Directors or similar governing body of each Credit Party approving and authorizing the execution, delivery and performance of this Eighth Amendment and the agreements executed and documents delivered in connection herewith, certified as of the Eight Amendment Effective Date by a Responsible Officer of each Credit Party as being in full force and effect without modification or amendment; (iv) a good standing certificate from the applicable Governmental Authority of each Credit Party’s jurisdiction of formation dated a recent date; (d) receipt by Administrative Agent and Hermes Agent of an acknowledgment from Hermes of the amendments contemplated by this Eighth Amendment, which acknowledgment shall be in form and substance satisfactory reasonably acceptable to the Administrative Agent; (c) the Administrative Agent shall receive evidence of concurrent consummation of a related amendment to the Senior Term Loan Credit Agreement, dated as of December 9, 2021, among U.S. Cellular, Toronto Dominion (Texas) LLC as the administrative agent, and Hermes the lenders party thereto, which shall be in form and substance reasonably acceptable to the Administrative Agent; (d) the Administrative Agent shall receive evidence of concurrent consummation of a related amendment to the credit agreement evidencing the CoBank Borrower Term Loan Facility, which shall be in form and substance reasonably acceptable to the Administrative Agent; (e) receipt by the Administrative Agent shall receive evidence of concurrent consummation of a related amendment to the credit agreement evidencing the CoBank U.S. Cellular Term Loan Facility, which shall be in form and substance reasonably requested “know your customer” materials and documentationacceptable to the Administrative Agent; (f) Borrower the Administrative Agent shall have paid receive evidence of concurrent consummation of a related amendment to the Credit Agreement, dated as of December 17, 2021, among U.S. Cellular, the lenders party thereto, Citibank, N.A., as administrative agent, and Export Development Canada, as a mandated lead arranger and a lender, which shall be in form and substance reasonably acceptable to the Administrative Agent on the Effective Date, for the ratable benefit of the undersigned Lender (constituting all Lenders under the Credit Agreement as of the Effective Date), a work fee in the amount of $100,000; andAgent; (g) receipt by the Administrative Agent and the undersigned Lender (constituting all Lenders under the Credit Agreement as of the Eighth Amendment Effective Date) of the reimbursement or shall have received payment of all reasonable and documented invoiced out-of-pocket costs fees and expenses incurred by it or any of the Administrative Agent and its Affiliates (including the reasonable and invoiced fees, charges and disbursements of a single counsel for the Administrative Agent in reasonable detail, and one local counsel in each relevant jurisdiction), in connection with the preparation, negotiation negotiation, execution, delivery and execution administration of this Eighth Amendment; and (h) each of the representations and warranties made in this Amendment shall be true and correct in all material respects (or, to the extent any such representation or any documentwarranty is qualified as to "materiality" or "Material Adverse Effect" shall be true and correct in all respects) on and as of the Amendment Effective Date (as defined below), instrumentboth before and after giving effect to the amendments contemplated by this Amendment as if such representations and warranties were being made on and as of the Amendment Effective Date, agreement delivered except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, and the representations and warranties contained in subsections (a) and (b) of Section 5.05 of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to this Eighth Amendmentsubsections (a) and (b), and all other reasonable and documented costs and expenses respectively, of the Administrative Agent described in Section 12.8.1 6.01 of the Credit Agreement, to the extent invoiced at least two (2) Business Days prior to the Eighth Amendment Effective Date.

Conditions Precedent to Effectiveness. This Eighth Seventh Amendment shall become effective as of the date hereof only upon satisfaction of the following conditions precedent: (a) the due execution and delivery of a counterpart signature page to this Eighth Seventh Amendment by each of Borrower, Guarantor, the undersigned Lender (constituting all Lenders under the Credit Agreement as of the Eighth Amendment Effective Date), Administrative Agent and Hermes Agent; (b) receipt by Administrative Agent of a duly executed copy of (i) the New A&R Foresight Energy Secured Credit Agreement, which shall have been amended and restated on terms reasonably satisfactory to Administrative Agent and (ii) such other agreements evidencing the Refinancing Restructuring as Administrative Agent shall reasonably request; (c) Borrower and Collateral Agent shall have entered into an amendment to the Security Agreement, substantially in the form of Exhibit D (the “Security Agreement Amendment”); (d) receipt by Administrative Agent of reasonably requested “know your customer” materials and documentation; (e) Borrower shall have prepared for filing on the Effective Date a UCC-3 amendment to UCC financing statement number 2010 3626961 amending the collateral description therein to conform to the Security Agreement Amendment, which UCC-3 amendment shall be in form and substance satisfactory to the Administrative Agent and Collateral Agent; (f) receipt by Administrative Agent and Hermes Agent of the following, each in form and substance reasonably satisfactory to Administrative Agent: (i) copies of each Organizational Document of each of the Credit Parties, in form and substance reasonably satisfactory to Administrative Agent, executed and delivered by each Credit Party and certified as of the Execution Date by a Responsible Officer of such Credit Party as being in full force and effect without modification or amendment; (ii) signature and incumbency certificates of the Responsible Office of each Credit Party executing this Eighth Seventh Amendment; (iii) resolutions of the Board of Directors or similar governing body of each Credit Party approving and authorizing the execution, delivery and performance of this Eighth Seventh Amendment and the agreements executed and documents delivered in connection herewith, certified as of the Eight Amendment Effective Date by a Responsible Officer of each Credit Party as being in full force and effect without modification or amendment;; and (iv) a good standing certificate from the applicable Governmental Authority of each Credit Party’s jurisdiction of formation dated a recent date; (dg) receipt by Administrative Agent of evidence of insurance coverage for Borrower and the Deer Run Mine satisfying the requirements of the Transaction Documents, which insurance shall name Administrative Agent as lender loss payee and additional insured thereunder (solely with respect to policies insuring Collateral, as defined in the Security Agreement), and shall otherwise be in form and substance reasonably satisfactory to Administrative Agent, together with evidence that such policy or policies are in full force and effect; (h) receipt by Administrative Agent and the undersigned Lender (constituting all Lenders under the Credit Agreement as of the Effective Date) of the reimbursement or payment of all reasonable and documented out-of-pocket costs and expenses incurred by it or any of its Affiliates in connection with the preparation, negotiation and execution of this Seventh Amendment or any document, instrument, agreement delivered pursuant to this Seventh Amendment or otherwise in connection with the Specified Defaults, and all other reasonable and documented costs and expenses of the Administrative Agent described in Section 12.8.1 of the Credit Agreement, to the extent invoiced at least two (2) Business Days prior to the Effective Date; (i) receipt by Administrative Agent and Hermes Agent of an acknowledgment from the written consent of Hermes to the amendment of the amendments contemplated by this Eighth AmendmentHermes Export Credit Guarantee Documents to reduce the repayment period described therein to reflect the advancement of the Maturity Date set forth in Section 3 herein, which acknowledgment written consent shall be in form and substance satisfactory to Administrative Agent and Hermes Agent; (e) receipt by Administrative Agent of reasonably requested “know your customer” materials and documentation; (fj) Borrower shall have paid to the Administrative Agent on the Effective Date, for the ratable benefit of the undersigned Lender (constituting all Lenders under the Credit Agreement as of the Effective Date), a work fee in the amount of $100,00010,000; (k) Borrower shall have paid to the Administrative Agent on or prior to the Effective Date, $125,000, which amount is the amount of administrative agency fees due and owing to the Administrative Agent as of the Effective Date pursuant to Section 5.2 of the Credit Agreement and the Fee Letter; and (gl) receipt by Borrower shall have paid to the Administrative Agent and on the Effective Date, for the ratable benefit of the undersigned Lender (constituting all Lenders under the Credit Agreement as of the Eighth Amendment Effective Date) ), the estimated amount of the reimbursement or payment of all reasonable and documented out-of-pocket costs and expenses Fixed Interest Rate Breakage Costs to be incurred by it or any of its Affiliates such Lender in connection with the preparation, negotiation and execution of this Eighth Amendment or any document, instrument, agreement delivered pursuant to this Eighth Seventh Amendment, and all other reasonable and documented costs and expenses of as notified by the Administrative Agent described in Section 12.8.1 of the Credit Agreement, to the extent invoiced at least Borrower on or before the second Business Day prior to the Effective Date (it being understood by Borrower and the Administrative Agent that within two (2) Business Days prior following the Effective Date, Borrower shall pay to the Eighth Administrative Agent the excess, if any, of the actual amount of one hundred percent (100%) of the Fixed Interest Rate Breakage Costs incurred by such Lender in connection with this Seventh Amendment Effective Dateover such estimated amount, or, if such estimated amount exceeds the actual amount thereof, the Administrative Agent shall refund the amount of such excess to the Borrower.

Conditions Precedent to Effectiveness. This Eighth Amendment shall become effective as The consummation of the date hereof only upon transactions and other effects set forth in Sections 3 and 4 of this Amendment Agreement shall be subject to the satisfaction of the following conditions precedent: (a) The Administrative Agent (or its counsel) shall have received from ▇▇▇▇▇ ▇, each Borrower and Lenders constituting the due execution and delivery Required Lenders either (i) counterparts of this Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Agent (which may include telecopy transmission of a counterpart signed signature page to of this Eighth Amendment by each Agreement) that such party has signed counterparts of Borrower, Guarantor, the undersigned Lender (constituting all Lenders under the Credit Agreement as of the Eighth Amendment Effective Date), Administrative Agent and Hermes Agent;this Agreement. (b) receipt by The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the Amendment Effectiveness Date) of ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, special counsel for ▇▇▇▇▇ ▇ and the Borrowers, substantially in the form of Exhibit B. Level 3 and the Borrowers hereby request such counsel to deliver such opinions. (c) The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of each Loan Party and Finance, the authorization of the Transactions, the other transactions contemplated hereby and any other legal matters relating to the Loan Parties, the Loan Documents, the Transactions or the other transactions contemplated hereby, all in form and substance satisfactory to the Administrative Agent and its counsel. (d) The Administrative Agent shall have received a duly executed copy certificate, dated the Amendment Effectiveness Date and signed by the President, a Vice President or a Financial Officer of Level 3, representing and warranting that, to the best of his knowledge, after giving effect Sections 3 and 4 of this Amendment Agreement, (i) the New Foresight Energy Secured Credit Agreementrepresentations and warranties of each Loan Party set forth in the Loan Documents shall be true and correct as of the Amendment Effectiveness Date, except to the extent that any representation or warranty relates to any earlier date (in which shall have been amended and restated on terms reasonably satisfactory to Administrative Agent case such representation or warranty is correct as of such earlier date); and (ii) such other agreements evidencing as of the Refinancing as Amendment Effectiveness Date, no Default shall have occurred and be continuing. (e) The Administrative Agent shall reasonably requesthave received, or contemporaneously therewith shall receive, all fees and other amounts due and payable on or prior to the Amendment Effectiveness Date in connection with this Amendment Agreement and the transactions contemplated hereby, including, without limitation: (i) for the account of each applicable payee, all commitment fees under Section 2.13 of the Credit Agreement accrued but unpaid as of the Amendment Effectiveness Date; (cii) receipt for the account of each Lender that has delivered (including by telecopy) an executed counterpart of this Amendment Agreement to the Administrative Agent and Hermes or counsel to the Administrative Agent on or prior to the Amendment Effectiveness Date an amendment fee equal to 0.25% of the followingaggregate amount of such Lender's unused Commitments, Revolving Exposure and outstanding Term Loans on the date of this Amendment Agreement after giving effect to the reductions of Commitments effected pursuant to the Restated Credit Agreement; and (iii) for the account of each applicable payee, to the extent invoiced, reimbursement or payment of all fees and out-of-pocket expenses (including, without limitation, fees, charges and disbursements of counsel), required to be reimbursed or paid by any Loan Party hereunder or under any other Loan Document or in connection herewith or therewith. (f) The Transactions and the other transactions contemplated hereby shall not violate any applicable law, statute, rule or regulation or conflict with, or result in a default under, any material agreement of ▇▇▇▇▇ ▇, any Borrower or any of their subsidiaries. All consents and approvals necessary or advisable to be obtained from any Governmental Authority or other Person in connection with the Transactions shall have been obtained. (g) A Reaffirmation Agreement substantially in form of Exhibit C hereto shall have been delivered by each Loan Party (and the Required Lenders hereby approve the amendments to the Loan Documents contemplated thereby and instruct the Agent to execute the Reaffirmation Agreement). (h) The Collateral and Guarantee Requirement shall be satisfied, and in connection therewith the Administrative Agent shall have received a completed Perfection Certificate with respect to the Loan Parties dated the Amendment Effectiveness Date and signed by an executive officer or Financial Officer of Level 3, together with all attachments contemplated thereby. (i) Each of the following conditions regarding Finance shall be satisfied: (A) The Collateral Agent shall have received Finance Collateral Control Agreements in respect of one or more deposit and securities accounts maintained by Finance with, or Money Market Funds owned by Finance and held by, not more than four financial institutions satisfactory to the Collateral Agent; the aggregate amount of the cash and Money Market Funds held in such accounts or represented by such funds shall be not less than $400,000,000 as of the Amendment Effectiveness Date; each such Finance Collateral Control Agreement with respect to deposit or securities accounts shall be in substantially the form attached as Exhibit A to the Finance Guarantee and Security Agreement or in such other form as may be reasonably agreed to by the Collateral Agent, and each such Finance Collateral Control Agreement with respect to Money Market Funds shall be in substantially the form attached as Exhibit B to the Finance Guarantee and Security Agreement or in such other form as may be reasonably agreed to by the Collateral Agent, and in each case shall have been executed by each of Finance, the applicable financial institution or Money Market Fund, as the case may be, and the Collateral Agent; and the Collateral Agent shall have received a certificate, dated the Amendment Effectiveness Date and signed by the President, a Vice President or a Financial Officer of Level 3, representing and warranting that all the cash and Money Market Funds so deposited or held by Finance are the property of Finance and were not contributed, advanced or otherwise transferred to Finance by any Person for the purpose of making such deposit or investment. (B) Finance shall have entered into the Finance Guarantee and Security Agreement in substantially the form attached as Exhibit D hereto (collectively with the Finance Collateral Control Agreements referred to above, the "Finance Documents"). (j) The Administrative Agent shall have received an unaudited balance sheet of BTE as of June 30, 2002, certified by a Financial Officer and demonstrating compliance as of such date with Section 6.12 and Section 6.14(h), in each case as in effect after giving effect Sections 3 and 4 of this Amendment Agreement. (k) The Master Lease Agreement in the form attached as Exhibit E hereto (which shall be in form and substance reasonably satisfactory to the Administrative Agent: (i) copies of each Organizational Document of each of the Credit Parties, in form and substance reasonably satisfactory to Administrative Agent, executed and shall have been delivered by each Credit Party Person party thereto. The Administrative Agent shall notify Level 3 and certified as the Lenders of the Execution Amendment Effectiveness Date by a Responsible Officer of and such Credit Party as being in full force and effect without modification or amendment; (ii) signature and incumbency certificates of the Responsible Office of each Credit Party executing this Eighth Amendment; (iii) resolutions of the Board of Directors or similar governing body of each Credit Party approving and authorizing the execution, delivery and performance of this Eighth Amendment and the agreements executed and documents delivered in connection herewith, certified as of the Eight Amendment Effective Date by a Responsible Officer of each Credit Party as being in full force and effect without modification or amendment; (iv) a good standing certificate from the applicable Governmental Authority of each Credit Party’s jurisdiction of formation dated a recent date; (d) receipt by Administrative Agent and Hermes Agent of an acknowledgment from Hermes of the amendments contemplated by this Eighth Amendment, which acknowledgment notice shall be in form conclusive and substance satisfactory to Administrative Agent and Hermes Agent; (e) receipt by Administrative Agent of reasonably requested “know your customer” materials and documentation; (f) Borrower shall have paid to the Administrative Agent on the Effective Date, for the ratable benefit of the undersigned Lender (constituting all Lenders under the Credit Agreement as of the Effective Date), a work fee in the amount of $100,000; and (g) receipt by Administrative Agent and the undersigned Lender (constituting all Lenders under the Credit Agreement as of the Eighth Amendment Effective Date) of the reimbursement or payment of all reasonable and documented out-of-pocket costs and expenses incurred by it or any of its Affiliates in connection with the preparation, negotiation and execution of this Eighth Amendment or any document, instrument, agreement delivered pursuant to this Eighth Amendment, and all other reasonable and documented costs and expenses of the Administrative Agent described in Section 12.8.1 of the Credit Agreement, to the extent invoiced at least two (2) Business Days prior to the Eighth Amendment Effective Datebinding.

Conditions Precedent to Effectiveness. This Eighth Amendment shall will become effective as of on the date hereof only upon satisfaction (the “Second Amendment Effective Date”) on which each of the following conditions precedenthas been satisfied to the satisfaction of the Administrative Agent: (a) the due execution and delivery of Administrative Agent shall have received a counterpart signature page to of this Eighth Amendment Amendment, duly executed and delivered by each of the Borrower, GuarantorHoldings, the undersigned Lender (constituting all other Loan Parties, all Lenders under (including the Credit Agreement as of the Eighth Amendment Effective DateNew Lenders), and the Administrative Agent and Hermes Agent; (b) receipt by Administrative Agent of for any Lender (including any New Lender) that has requested a duly executed copy of new and/or replacement (ias applicable) promissory note prior to the New Foresight Energy Secured Credit AgreementSecond Amendment Effective Date, which shall have been amended and restated on terms reasonably satisfactory to Administrative Agent and (ii) such other agreements evidencing the Refinancing as Administrative Agent shall reasonably requesthave received such duly executed promissory note issued by the Borrower payable to such Lender that requested the same; (c) receipt by the Administrative Agent shall have received (i) a duly executed amendment to the Note Purchase Agreement and Hermes Agent of (ii) a duly executed amendment to the followingIntercreditor Agreement, in each case in form and substance reasonably satisfactory to the Administrative Agent:; (id) copies the Administrative Agent shall have received written opinions of each Organizational Document of Cool▇▇ ▇▇▇ and Squire Patt▇▇ ▇▇▇g▇ ▇▇▇, counsel to the Loan Parties, addressed to the Administrative Agent and each of the Credit Lenders, and covering such matters relating to the Loan Parties, this Amendment, the Loan Documents and the transactions contemplated therein as the Administrative Agent shall reasonably request (which opinions will expressly permit reliance by permitted successors and assigns of the Administrative Agent and the Lenders); (e) the Administrative Agent shall have received a certificate of the Secretary or Assistant Secretary of each Loan Party in form and substance reasonably satisfactory to the Administrative Agent, executed attaching and delivered by each Credit Party and certified as certifying copies of (x) its bylaws, or partnership agreement or limited liability company agreement (or certifying that its bylaws, or partnership agreement or limited liability company agreement have not been amended, restated or otherwise modified since the Execution Date by a Responsible Officer Original Closing Date), (y) its articles or certificate of incorporation, certificate of organization or limited partnership, or other registered organizational documents of such Credit Loan Party as being in full force (or certifying that its articles or certificate of incorporation, certificate of organization or limited partnership, or other registered organizational documents have not been amended, restated or otherwise modified since the Original Closing Date), and effect without modification or amendment; (iiz) signature and incumbency certificates of the Responsible Office of each Credit Party executing this Eighth Amendment; (iii) resolutions of the Board its board of Directors directors or similar other equivalent governing body of each Credit Party approving body, or comparable organizational documents and authorizations, authorizing the execution, delivery and performance of this Eighth Amendment and the agreements other Loan Documents to which it is a party and certifying the name, title and true signature of each officer of such Loan Party executing this Amendment and the Loan Documents to which it is a party; (f) the Administrative Agent shall have received certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of organization of each Loan Party; (g) the Administrative Agent shall have received one or more duly executed borrowing notices from the Borrower in form and documents delivered in connection herewithsubstance reasonably acceptable to the Administrative Agent with respect to the Term Loans and any Revolving Loans to be made on the Second Amendment Effective Date (it being understood and agreed that the Administrative Agent and each Lender party hereto waives (i) the advance notice requirement under Section 2.3 of the Existing Loan Agreement for Eurodollar Borrowings solely with respect to such Eurodollar Borrowings to be funded on the Second Amendment Effective Date and (ii) any losses, certified costs or expenses owing to such Lenders pursuant to Section 2.19 of the Existing Loan Agreement solely as a result of the refunding of any Eurodollar Loans on the Second Amendment Effective Date); (h) the Administrative Agent shall have received a certificate dated as of the Eight Second Amendment Effective Date and signed by a Responsible Officer (i) certifying that immediately after giving effect to the consummation of the transactions contemplated to occur on the Second Amendment Effective Date, (A) no Default or Event of Default exists or will result therefrom, (B) all representations and warranties of each Credit Loan Party set forth in the Loan Documents are true and correct in all material respects (other than those representations and warranties that are expressly qualified by “Material Adverse Effect” or other materiality, which representations and warranties shall be true and correct in all respects) and (C) since the date of the financial statements of the Borrower described in Section 4.4 of the Existing Loan Agreement, there shall have been no change which has had or could reasonably be expected to have a Material Adverse Effect, (ii) confirming that the Loan Parties and their Subsidiaries, taken as being a whole, are Solvent immediately after giving effect to the consummation of the transactions contemplated to occur on the Second Amendment Effective Date and (iii) that attaches a duly completed and executed Compliance Certificate, including calculations of the financial covenants set forth in full force and effect without modification or amendmentArticle VI of the Amended Loan Agreement as of July 30, 2020; (ivi) a good standing certificate from The Administrative Agent shall have received the applicable Governmental Authority results of recent lien and judgment searches in each Credit of the jurisdictions in which UCC financing statements or similar filings or recordations should be made to evidence or perfect security interests in all assets of the Loan Parties, and such searches shall reveal no Liens on any of the assets of the Loan Party’s jurisdiction of formation dated a recent date, except for Permitted Liens or Liens to be discharged on or prior to the Second Amendment Effective Date; (dj) receipt by the Administrative Agent and Hermes Agent shall have received (i) an upfront fee in an amount equal to $400,000, for the benefit of an acknowledgment from Hermes each of the amendments contemplated Lenders in accordance with their Pro Rata Share of all Revolving Commitments and Term Loans under the Amended Credit Agreement and (ii) payment all other fees, expenses and other amounts owing to the Administrative Agent, Truist Securities (f/k/a SunTrust Robi▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇c.) and the Lenders in accordance with that certain engagement letter dated September 10, 2020 executed by this Eighth Amendment, which acknowledgment shall be in form Truist Securities and substance satisfactory to Administrative Agent and Hermes Agentaccepted by the Borrower; (ek) receipt by the Administrative Agent shall have received evidence that all fees, charges and disbursements of counsel to the Administrative Agent have been paid by the Borrower; and (l) the Administrative Agent shall have received information and documentation reasonably requested by the Administrative Agent or any Lender for purposes of compliance with applicable “know your customer” materials and documentation; (f) Borrower shall have paid to the Administrative Agent on the Effective Date, for the ratable benefit of the undersigned Lender (constituting all Lenders requirements under the Credit Agreement as of the Effective Date), a work fee in the amount of $100,000; and (g) receipt by Administrative Agent and the undersigned Lender (constituting all Lenders under the Credit Agreement as of the Eighth Amendment Effective Date) of the reimbursement Patriot Act or payment of all reasonable and documented outother applicable anti-of-pocket costs and expenses incurred by it or any of its Affiliates in connection with the preparation, negotiation and execution of this Eighth Amendment or any document, instrument, agreement delivered pursuant to this Eighth Amendment, and all other reasonable and documented costs and expenses of the Administrative Agent described in Section 12.8.1 of the Credit Agreement, to the extent invoiced at least two (2) Business Days prior to the Eighth Amendment Effective Datemoney laundering laws.

Conditions Precedent to Effectiveness. This Eighth Third Amendment shall become effective as of the first date hereof only upon satisfaction of (the following “Third Amendment Effective Date”) when the conditions precedentset forth in this Section 6 shall have been satisfied (or waived by the 2021 Incremental Term Lenders) in accordance with the Credit Agreement: (a) the due execution and delivery of a counterpart signature page to this Eighth Amendment by each of Borrower, Guarantor, the undersigned Lender (constituting all Lenders under the Credit Agreement as of the Eighth Amendment Effective Date), Administrative Agent and Hermes Agent; (b) receipt by Administrative Agent of a duly executed copy of (i) the New Foresight Energy Secured Credit Agreement, which shall have been amended and restated on terms reasonably satisfactory to Administrative Agent and (ii) such other agreements evidencing the Refinancing as The Administrative Agent shall reasonably request; (c) receipt by Administrative Agent and Hermes Agent of have received the following, in each case in form and substance reasonably satisfactory to the Administrative Agent, the 2021 Incremental Term Lenders: (i) copies counterparts of each Organizational Document of each of this Third Amendment executed by the Credit PartiesBorrower, in form Guarantors, the Administrative Agent and substance reasonably satisfactory to Administrative Agent, executed and delivered by each Credit Party and certified as of the Execution Date by a Responsible Officer of such Credit Party as being in full force and effect without modification or amendment2021 Incremental Term Lenders; (ii) signature a customary opinion from each of (A) L▇▇▇▇▇ & W▇▇▇▇▇▇ LLP, with respect to matters of New York, Delaware and incumbency certificates California law and (B) G▇▇▇▇▇ R▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, LLP, with respect to matters of the Responsible Office of each Credit Party executing this Eighth AmendmentArizona law; (iii) resolutions a certificate attesting to the Solvency of the Board Borrower and its Subsidiaries, on a consolidated basis, from the chief financial officer (or officer with equivalent duties) of Directors or similar governing body the Borrower (after giving effect to the Acquisition, the incurrence of 2021 Incremental Term Loans and any Revolving Loans on the Third Amendment Funding Date and the application of the proceeds therefrom), substantially in the form of the Solvency Certificate furnished on the Closing Date; and (iv) the following: i. a customary certificate of a Responsible Officer of each Credit Loan Party approving dated the Third Amendment Effective Date and certifying (A) that either (x) attached thereto is a copy of the Organization Documents of each Loan Party or (y) certifying that there has been no change to such Organization Documents since last delivered to the Administrative Agent, (B) that attached thereto is a true and complete copy of resolutions or other action authorizing the execution, delivery and performance of this Eighth Third Amendment and the agreements executed and documents any other document delivered in connection herewith, certified (C) to the extent not previously delivered to the Administrative Agent (and unchanged since such delivery), as to the incumbency of each Loan Party evidencing the Eight Amendment Effective Date by identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Third Amendment or any other document delivered in connection herewith on behalf of each Credit such Loan Party as being in full force and effect without modification or amendment; (ivD) a good standing certificate certificates for each Loan Party from the applicable Governmental Authority of each Credit such Loan Party’s jurisdiction of formation dated a recent date; (d) receipt by Administrative Agent and Hermes Agent of an acknowledgment from Hermes of the amendments contemplated by this Eighth Amendment, which acknowledgment shall be in form and substance satisfactory to Administrative Agent and Hermes Agent; (e) receipt by Administrative Agent of reasonably requested “know your customer” materials and documentation; (f) Borrower shall have paid to the Administrative Agent on the Effective Date, for the ratable benefit of the undersigned Lender (constituting all Lenders under the Credit Agreement as of the Effective Date), a work fee in the amount of $100,000or organization; and (g) receipt by Administrative Agent and the undersigned Lender (constituting all Lenders under the Credit Agreement as of the Eighth Amendment Effective Date) of the reimbursement or payment of all reasonable and documented out-of-pocket costs and expenses incurred by it or any of its Affiliates in connection with the preparation, negotiation and execution of this Eighth Amendment or any document, instrument, agreement delivered pursuant to this Eighth Amendment, and all other reasonable and documented costs and expenses of the Administrative Agent described in Section 12.8.1 of the Credit Agreement, to the extent invoiced at least two (2) Business Days prior to the Eighth Amendment Effective Date.

Conditions Precedent to Effectiveness. This Eighth The parties hereto agree that this Amendment shall become not be effective as until the satisfaction of the date hereof only upon satisfaction each of the following conditions precedent: (a) the due execution and delivery of a counterpart signature page to this Eighth Amendment by each of Borrower, Guarantor, the undersigned Lender (constituting all Lenders under the Credit Agreement as of the Eighth Amendment Effective Date), Administrative Agent shall have received a copy of this Amendment duly completed, executed and Hermes Agentdelivered by the Borrower and the other Loan Parties; (b) receipt by Administrative Agent of a duly executed copy of (i) the New Foresight Energy Secured Credit Agreement, which shall have been amended and restated on terms reasonably satisfactory to Administrative Agent and (ii) such other agreements evidencing the Refinancing as Administrative Agent shall reasonably request; (c) receipt by Administrative Agent and Hermes Agent receive evidence of concurrent consummation of a related amendment to the following, each in form and substance reasonably satisfactory to Administrative Agent: (i) copies of each Organizational Document of each of the Parent Revolving Credit Parties, in form and substance reasonably satisfactory to Administrative Agent, executed and delivered by each Credit Party and certified as of the Execution Date by a Responsible Officer of such Credit Party as being in full force and effect without modification or amendment; (ii) signature and incumbency certificates of the Responsible Office of each Credit Party executing this Eighth Amendment; (iii) resolutions of the Board of Directors or similar governing body of each Credit Party approving and authorizing the execution, delivery and performance of this Eighth Amendment and the agreements executed and documents delivered in connection herewith, certified as of the Eight Amendment Effective Date by a Responsible Officer of each Credit Party as being in full force and effect without modification or amendment; (iv) a good standing certificate from the applicable Governmental Authority of each Credit Party’s jurisdiction of formation dated a recent date; (d) receipt by Administrative Agent and Hermes Agent of an acknowledgment from Hermes of the amendments contemplated by this Eighth AmendmentFacility, which acknowledgment shall be in form and substance satisfactory reasonably acceptable to the Administrative Agent; (c) the Administrative Agent shall receive evidence of concurrent consummation of a related amendment to the Existing Revolving Credit Agreement, which shall be in form and Hermes substance reasonably acceptable to the Administrative Agent; (d) the Administrative Agent shall receive evidence of concurrent consummation of a related amendment to the credit agreement evidencing the CoBank Parent Term Loan Facility, which shall be in form and substance reasonably acceptable to the Administrative Agent; (e) receipt by the Administrative Agent shall receive evidence of concurrent consummation of a related amendment to the credit agreement evidencing the CoBank Borrower Term Loan Facility, which shall be in form and substance reasonably requested “know your customer” materials and documentationacceptable to the Administrative Agent; (f) Borrower the Administrative Agent shall have paid receive evidence of concurrent consummation of a related amendment to the Credit Agreement, dated as of December 17, 2021, among the U.S. Cellular, the lenders party thereto, Citibank, N.A., as administrative agent, and Export Development Canada, as a mandated lead arranger and a lender, which shall be in form and substance reasonably acceptable to the Administrative Agent on the Effective Date, for the ratable benefit of the undersigned Lender (constituting all Lenders under the Credit Agreement as of the Effective Date), a work fee in the amount of $100,000; andAgent; (g) receipt by the Administrative Agent and the undersigned Lender (constituting all Lenders under the Credit Agreement as of the Eighth Amendment Effective Date) of the reimbursement or shall have received payment of all reasonable and documented invoiced out-of-pocket costs fees and expenses incurred by it or any of the Administrative Agent and its Affiliates (including the reasonable and invoiced fees, charges and disbursements of a single counsel for the Administrative Agent in reasonable detail, and one local counsel in each relevant jurisdiction), in connection with the preparation, negotiation negotiation, execution, delivery and execution administration of this Eighth Amendment; and (h) each of the representations and warranties made in this Amendment shall be true and correct in all material respects (or, to the extent any such representation or any documentwarranty is qualified as to "materiality" or "Material Adverse Effect" shall be true and correct in all respects) on and as of the Amendment Effective Date (as defined below), instrumentboth before and after giving effect to the amendments contemplated by this Amendment as if such representations and warranties were being made on and as of the Amendment Effective Date, agreement delivered except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, and the representations and warranties contained in subsections (a) and (b) of Section 5.05 of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to this Eighth Amendmentsubsections (a) and (b), and all other reasonable and documented costs and expenses respectively, of the Administrative Agent described in Section 12.8.1 6.01 of the Credit Agreement, to the extent invoiced at least two (2) Business Days prior to the Eighth Amendment Effective Date.

Conditions Precedent to Effectiveness. This Eighth Amendment shall become effective as of the date hereof only upon satisfaction on which each of the following conditions precedent:precedent are satisfied (such date, the “Third Amendment Effective Date”): (a) the due execution and delivery of a counterpart signature page to this Eighth Amendment by each of Borrower, Guarantor, the undersigned Lender (constituting all Lenders under the Credit Agreement as of the Eighth Amendment Effective Date), The Administrative Agent and Hermes Agent; (bor its counsel) receipt by Administrative Agent of a duly executed copy of (i) the New Foresight Energy Secured Credit Agreement, which shall have been amended and restated on terms reasonably satisfactory to Administrative Agent and (ii) such other agreements evidencing the Refinancing as Administrative Agent shall reasonably request; (c) receipt by Administrative Agent and Hermes Agent of received the following, each to be in form and substance reasonably satisfactory to the Administrative Agent: (i) copies a counterpart of each Organizational Document of each of the Credit Parties, in form and substance reasonably satisfactory to Administrative Agent, this Amendment duly executed and delivered by each Credit Party the Borrower, all other Loan Parties, all Lenders (including, for the avoidance of doubt, the New Lender and certified as of the Execution Date by a Responsible Officer of such Credit Party as being in full force Term Lenders), and effect without modification or amendmentthe Administrative Agent; (ii) signature for any Term Lender (including the New Lender) that has requested a promissory note prior to the Third Amendment Effective Date, such duly executed promissory note issued by the Borrower and incumbency certificates of payable to such Term Lender that requested the Responsible Office of each Credit Party executing this Eighth Amendmentsame; (iii) a duly executed Notice of Borrowing for the Term A Loan Borrowing, together with a report setting forth the sources and uses of the proceeds thereof, which shall provide that all outstanding Revolving Loans (together with all interest accrued thereon) shall be repaid in full with the funding of the Term A Loans; (iv) a certificate of the Secretary or Assistant Secretary of each Loan Party, (i) attaching copies of its bylaws or equivalent governing document; (ii) attaching the resolutions of the Board its board of Directors directors or similar other equivalent governing body of each Credit Party approving and body, authorizing the execution, delivery and performance of this Eighth Amendment and the agreements executed incurrence of Indebtedness hereunder, (iii) certifying the name, title and true signature of each officer of such Loan Party executing this Amendment and each of the other related Loan Documents to which it is a party; (iii) attaching certified copies of the articles or certificate of incorporation or other registered organizational documents delivered of each Loan Party; and (iv) attaching a certificate of good standing or existence, as may be available from the Secretary of State of the jurisdiction of incorporation or organization, as applicable, of each Loan Party; (v) a favorable written opinion of (A) ▇▇▇▇▇▇▇▇ ▇▇▇▇ LLP, Delaware and New York counsel to the Loan Parties, and (B) Nossaman LLP, California counsel to the Loan Parties, in connection herewitheach case, certified addressed to the Administrative Agent, each Issuing Bank and each of the Lenders, and covering such matters relating to the Loan Parties, the Amendment, each of the other related Loan Documents and the transactions contemplated herein and therein as the Administrative Agent shall reasonably request (which opinions will expressly permit reliance by permitted successors and assigns of the Administrative Agent, the Issuing Banks and the Lenders); (vi) a certificate dated as of the Eight Third Amendment Effective Date and signed by a Responsible Officer Officer, certifying that (A) before and after giving effect to the funding of the Term A Loans, (w) each Loan Party is Solvent, (x) no Default or Event of Default exists, (y) all representations and warranties of each Loan Party set forth in the Loan Documents are true and correct and (z) since December 31, 2022, there shall have been no change which has had or could reasonably be expected to have a Material Adverse Effect and (B) each of the conditions set forth in (x) Section 2.23(a)(i) through (viii) of the Existing Credit Party as being in full force Agreement have been satisfied and effect without modification or amendment(y) Section 3.2 of the Existing Credit Agreement have been satisfied; (ivvii) a good standing certificate from copies of favorable UCC, tax and judgment lien search reports in all necessary or appropriate jurisdictions and under all legal names of the applicable Governmental Authority Loan Parties and their Subsidiaries and the Material Associated Practices, as requested by the Administrative Agent, indicating that there are no prior Liens on any of each Credit Party’s jurisdiction of formation dated a recent date;the Collateral other than Permitted Encumbrances and Liens to be released on the Third Amendment Effective Date; and (dviii) receipt at least five (5) days prior to the Third Amendment Effective Date, all documentation and other information required by bank regulatory authorities or reasonably requested by the Administrative Agent and Hermes Agent or any Lender under or in respect of an acknowledgment from Hermes of the amendments contemplated by this Eighth Amendment, which acknowledgment shall be in form and substance satisfactory to Administrative Agent and Hermes Agent; (e) receipt by Administrative Agent of reasonably requested applicable “know your customer” materials and documentation;anti-money laundering legal requirements including the Patriot Act and, if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification in relation to Borrower. (fb) The Borrower shall have paid (i) all fees and expenses required to be paid on or before the Third Amendment Effective Date (including, without limitation, all fees set forth in that certain Third Amendment Engagement and Fee Letter, dated October 5, 2023, by and among Truist Bank, Truist Securities, Inc. and the Borrower) and (ii) the reasonable fees, charges and disbursements of counsel for the Administrative Agent on the Effective Date, for the ratable benefit of the undersigned Lender (constituting all Lenders under the Credit Agreement as of the Effective Date), a work fee in the amount of $100,000; and (g) receipt by Administrative Agent and the undersigned Lender (constituting all Lenders under the Credit Agreement as of the Eighth Amendment Effective Date) of the reimbursement or payment of all reasonable and documented out-of-pocket costs and expenses incurred by it or any of its Affiliates in connection with the preparation, negotiation and execution of this Eighth Amendment or any document, instrument, agreement delivered pursuant to this Eighth Amendment, and all other reasonable and documented costs and expenses of the Administrative Agent described in Section 12.8.1 of the Credit Agreement, to the extent invoiced at least two one (21) Business Days Day prior to the Eighth Third Amendment Effective Date. (c) The representations and warranties in Sections 5 and 6 hereof shall be true and correct in all material respects on and as of the date hereof (other than those representations and warranties that are expressly qualified by a Material Adverse Effect or other materiality, in which case such representations and warranties shall be true and correct in all respects), except to the extent that such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date.

Conditions Precedent to Effectiveness. This Eighth Amendment Fifth Amendment, Accession and Fee Agreement shall become effective when all of the conditions set forth in Section 4(a) shall have been satisfied or waived (the “Agreement Effective Time”). The Sale Transaction Provisions shall become effective when all the conditions set forth in Section 4(b) shall have been satisfied or waived and concurrently with the Approved Sale (the “Sale Transactions Effective Time”) and the Amendment Transaction Agreements shall become effective when all the conditions set forth in Section 4(c) shall have been satisfied or waived by the Required Lenders and, as applicable, Administrative Agent (the “Amendment Transactions Effective Time”; the date on which the Agreement Effective Time occurs, the Sale Transactions Effective Time occurs and the Amendment Transactions Effective Time occurs, the “Fifth Amendment Effective Date”): (a) Conditions to Effectiveness of this Fifth Amendment, Accession and Fee Agreement. (i) The Administrative Agent and the Collateral Agent shall have received executed counterparts of this Fifth Amendment, Accession and Fee Agreement by each of the following parties, each of which shall be originals or facsimiles or “pdf” files unless otherwise specified: (A) the Borrower, (B) each other Loan Party, (C) the Administrative Agent, (D) the Collateral Agent, (E) the Existing AHG Lenders and (F) Surpique LP. (ii) The Administrative Agent and/or the Lenders party hereto shall have received each of the following, which shall be effective as set forth therein (as applicable): (A) (x) the Purchase Agreement executed by the buyer and (y) the Escrow Agreement by and among Surpique LP, the Borrower, Farfetch UK Limited and GLAS Americas LLC, dated as of January 29, 2024 (as amended, restated, amended and restated, modified or supplemented, the “Escrow Agreement”); (B) the Tax Paper, which shall be in substantially Agreed Form (as defined in the Transaction Support Agreement) as of the date hereof only upon satisfaction hereof; (C) the Palm Angels Letter of Undertaking; (D) evidence reasonably satisfactory to the Existing AHG Lenders that the Equity Investors have committed to provide under the A&R LPA to Surpique LP each of the following conditions precedentfollowing: (x) immediately after the Sale Transactions Effective Time, the Closing Date Equity Commitments and (y) at any time and from time to time beginning with the date immediately after the Fifth Amendment Effective Date through the date that is one year after the Fifth Amendment Effective Date, additional equity commitments to Surpique LP in an aggregate amount equal to $200,000,000; and (E) the Holdings Subscription Agreement and the Parent Subscription Agreement. (iii) The Approved Sale Term Loan Repurchase Offer (under and as defined in the Credit Agreement) shall have been made prior to the date hereof. (iv) The Administrative Agent, the Collateral Agent and the Lenders party hereto shall have received all of the following: (aA) the due execution and delivery of a counterpart signature page to this Eighth Amendment by each of Borrower, Guarantor, the undersigned Lender (constituting all Lenders under the Credit Agreement as copy of the Eighth Amendment Effective Date), Administrative Agent constitutional documents of New Holdings and Hermes AgentNew Parent; (bB) receipt by Administrative Agent of a duly executed copy of resolutions of the board of directors (ior board of managers or other equivalent body) of each of New Holdings, New Parent, the New Foresight Energy Secured Credit Borrower and each other Loan Party, each (x) approving the terms of and the transactions contemplated by this Fifth Amendment, Accession and Fee Agreement and the other Loan Documents and resolving that it execute the Loan Documents to which it is a party, including any Collateral Documents delivered in connection with this Fifth Amendment, Accession and Fee Agreement, ; (y) authorizing a specified person or persons to execute the Loan Documents to which shall have been amended and restated it is a party on terms reasonably satisfactory to Administrative Agent its behalf; and (iiz) such other agreements evidencing authorizing a specified person or persons on its behalf to sign and/or dispatch all documents and notices to be signed and/or dispatched by it under or in connection with the Refinancing as Administrative Agent shall reasonably requestLoan Documents to which it is a party; (cC) receipt by Administrative Agent and Hermes Agent a copy of a resolution of the followingshareholders of the New Parent, each in form approving the terms of, and substance reasonably satisfactory the transactions contemplated by, this Fifth Amendment, Accession and Fee Agreement and the other Loan Documents to Administrative Agent:which it is a party; (iD) copies certificates of each Organizational Document customary resolutions or other customary action, incumbency certificates and/or other customary certificates of Responsible Officers of each of the Credit Loan Parties, in form evidencing the identity, authority and substance reasonably satisfactory capacity of each Responsible Officer thereof authorized to Administrative Agent, executed and delivered by each Credit Party and certified act as of the Execution Date by a Responsible Officer in connection with this Fifth Amendment, Accession and Fee Agreement and/or the other Loan Documents to which such party is a party or is to be a party on the Fifth Amendment Effective Date (including specimen signatures of each such Credit Party as being Responsible Officer) and certifying that the resolutions referred to in clauses (B) and (C) above are true, correct and complete and in full force and effect without modification or amendment; (ii) signature and incumbency certificates that the guaranteeing and securing of the Responsible Office of each Credit Party executing this Eighth Amendment; (iii) resolutions of the Board of Directors Term Loans would not cause any borrowing, guaranteeing, securing or similar governing body of each Credit Party approving and authorizing the execution, delivery and performance of this Eighth Amendment and the agreements executed and documents delivered in connection herewith, certified as of the Eight Amendment Effective Date by a Responsible Officer of each Credit Party as being in full force and effect without modification or amendment; (iv) a good standing certificate from the applicable Governmental Authority of each Credit Party’s jurisdiction of formation dated a recent date; (d) receipt by Administrative Agent and Hermes Agent of an acknowledgment from Hermes of the amendments contemplated by this Eighth Amendment, which acknowledgment shall limit binding on it to be in form and substance satisfactory to Administrative Agent and Hermes Agent; (e) receipt by Administrative Agent of reasonably requested “know your customer” materials and documentation; (f) Borrower shall have paid to the Administrative Agent on the Effective Date, for the ratable benefit of the undersigned Lender (constituting all Lenders under the Credit Agreement as of the Effective Date), a work fee in the amount of $100,000exceeded; and (gE) receipt by Administrative Agent a customary legal opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP in respect of, solely, existence, power and the undersigned Lender (constituting all Lenders under the Credit Agreement as authority, due authorization and no conflicts with governing documents and applicable laws of the Eighth Amendment Effective Date) of the reimbursement or payment of all reasonable and documented out-of-pocket costs and expenses incurred by it or any of its Affiliates in connection with the preparation, negotiation and execution of each U.S. Loan Party to enter into this Eighth Amendment or any document, instrument, agreement delivered pursuant to this Eighth Fifth Amendment, Accession and all other reasonable and documented costs and expenses of the Administrative Agent described in Section 12.8.1 of the Credit Fee Agreement, to the extent invoiced at least two (2) Business Days prior to the Eighth Amendment Effective Date.

Conditions Precedent to Effectiveness. This Eighth The effectiveness of this Amendment and the obligations of the Tranche B Term Loan Lenders to make the Tranche B Term Loans shall become effective as of on the date hereof only upon satisfaction of Second Amendment Effective Date, which shall be the first Business Day on which the following conditions precedentare satisfied or waived: (a) the due execution and delivery of a counterpart signature page to this Eighth Amendment by each of Borrower, Guarantor, the undersigned Lender (constituting all Lenders under the Credit Agreement as of the Eighth Amendment Effective Date), Administrative Agent and Hermes Agent; (b) receipt by Administrative Agent of a duly executed copy of (i) the New Foresight Energy Secured Credit Agreement, which Administrative Agent (or its counsel) shall have been amended received counterparts of this Amendment or Consent that, when taken together, bear the signatures of Lenders constituting the Required Lenders as well as signatures of (A) each Cashless Option Lender and restated on terms reasonably satisfactory to each Post-Closing Option Lender, (B) the Administrative Agent Agent, (C) the Additional 8 Tranche B Term Loan Lender and (iiD) such other agreements evidencing the Refinancing as Borrower; (ii)the Administrative Agent shall reasonably request; have received a Notice of Borrowing for the Additional Tranche B Term Loans (cwhether in writing or by telephone) in accordance with the Credit Agreement; (iii)the Borrower shall have paid in full all accrued and unpaid interest owing in respect of the Existing Term Loans as of the Second Amendment Effective Date; (iv)the Administrative Agent’s receipt by Administrative Agent and Hermes Agent of the following, each in form and substance reasonably satisfactory to Administrative Agent: of which shall be originals or facsimiles or electronic copies (ifollowed promptly by originals) copies unless otherwise specified: (A)a favorable opinion of each Organizational Document of each of counsel for the Credit PartiesBorrower, in form and substance reasonably satisfactory to Administrative Agent, executed and delivered by each Credit Party and certified the Second Amendment Arrangers (as of the Execution Date by defined below); (B)a certificate from a Responsible Officer of such Credit Party the Borrower dated as being in full force and effect without modification or amendment; (ii) signature and incumbency certificates of the Responsible Office of each Credit Party executing this Eighth Amendment; Second Amendment Effective Date, and attaching the documents referred to in clause (iiiC) resolutions of below; (C)the Administrative Agent shall have received (i) confirmation that the Board of Directors or similar governing body of each Credit Party approving the Borrower has authorized and authorizing approved (a) the execution, delivery and performance of this Eighth Amendment (and any agreements relating hereto) to which it is a party and (b) the agreements executed and documents delivered in connection herewithextensions of credit contemplated hereunder, certified as of the Eight Second Amendment Effective Date by its secretary, an assistant secretary or a Responsible Officer of each Credit Party as being in full force and effect without modification or amendment; (ivii) a good standing certificate as of a recent date from the applicable Governmental Authority of each Credit Partythe Borrower’s jurisdiction of formation dated a recent date; incorporation; (d) receipt by D)before and after giving effect to this Amendment and the Borrowing of or exchange into the Tranche B Term Loans and to the application of any proceeds therefrom no Default or Event of Default shall exist; (E)the Administrative Agent shall have received from the Borrower an Officer’s Certificate certifying as to compliance with the preceding clause (D); and Hermes (F)the representations and warranties of each Loan Party set forth in Section 6 below shall be true and correct in all material respects; and (v)the Administrative Agent shall have received the Reaffirmation of an acknowledgment from Hermes Obligations under Loan Documents attached to this Amendment (the “Reaffirmation”) duly executed by each of the amendments contemplated Loan Parties; and (vi)the fees in the amounts previously agreed in writing by this Eighth Amendment▇▇▇▇▇ Fargo 9 Securities, which acknowledgment shall LLC and SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc. (the “Second Amendment Arrangers”) to be in form and substance satisfactory to Administrative Agent and Hermes Agent; (e) receipt by Administrative Agent of reasonably requested “know your customer” materials and documentation; (f) Borrower shall have paid to the Administrative Agent received on the Effective Date, for the ratable benefit of the undersigned Lender (constituting all Lenders under the Credit Agreement as of the Effective Date), a work fee in the amount of $100,000; and (g) receipt by Administrative Agent and the undersigned Lender (constituting all Lenders under the Credit Agreement as of the Eighth Second Amendment Effective Date) of the reimbursement or payment of Date and all reasonable and documented or invoiced out-of-pocket costs and expenses (including the reasonable fees, charges of a single counsel to the Second Amendment Arrangers) incurred by it or any of its Affiliates in connection with the preparation, negotiation and execution of this Eighth Amendment or any document, instrument, agreement delivered pursuant to this Eighth Amendment, and all other reasonable and documented costs and expenses of the Administrative Agent described in Section 12.8.1 of the Credit Agreement, to the extent invoiced transactions contemplated hereby for which invoices have been presented at least two one (21) Business Days Day prior to the Eighth Second Amendment Effective DateDate shall, upon the Borrowing of the Tranche B Term Loans, have been, or will be substantially simultaneously, paid in full.

Conditions Precedent to Effectiveness. This Eighth Amendment shall become effective as and the obligation of the 2020 Term Lenders to make 2020 Term Loans shall be effective upon the date hereof only upon satisfaction (such date, the “Third Amendment Effective Date”) that each of the following conditions precedentis satisfied: (a) the due execution and delivery of The Administrative Agent shall have received a counterpart signature page to of this Eighth Amendment duly executed by (i) each Agent, (ii) the Borrower and each of Borrowerthe other Loan Parties, Guarantor, (iii) the undersigned Lender (constituting all Majority Lenders under the Credit Agreement as each of the Eighth Amendment Effective Date), Administrative Agent existing Revolving Credit Facility and Hermes AgentTerm Facility and (iv) the 2020 Term Lenders; (b) receipt by Administrative Agent The Agents shall have received a copy of a duly executed copy of (i) amendment to the New Foresight Energy Secured Second Lien Credit Agreement, which shall have been amended and restated on terms reasonably satisfactory to Administrative Agent and (ii) such other agreements evidencing the Refinancing as Administrative Agent shall reasonably request; (c) receipt by Administrative Agent and Hermes Agent of the following, each in form and substance reasonably satisfactory to Administrative Agent: (i) copies of each Organizational Document of each of the Credit Parties, in form and substance reasonably satisfactory to Administrative Agent, executed and delivered by each Credit Party and certified as of the Execution Date by a Responsible Officer of such Credit Party as being in full force and effect without modification or amendment; (ii) signature and incumbency certificates of the Responsible Office of each Credit Party executing this Eighth Amendment; (iii) resolutions of the Board of Directors or similar governing body of each Credit Party approving and authorizing the execution, delivery and performance of this Eighth Amendment and the agreements executed and documents delivered in connection herewith, certified as of the Eight Amendment Effective Date by a Responsible Officer of each Credit Party as being in full force and effect without modification or amendment; (iv) a good standing certificate from the applicable Governmental Authority of each Credit Party’s jurisdiction of formation dated a recent date; (d) receipt by Administrative Agent and Hermes Agent of an acknowledgment from Hermes of the amendments contemplated by this Eighth Amendment, which acknowledgment shall be in form and substance satisfactory to Administrative Agent the Agents; (c) The Agents shall have received a copy of a duly executed amendment to the PNC Securitization Documents, which shall be in form and Hermes Agentsubstance satisfactory to the Agents (the “Eighth Amendment to RPA”); (d) The Agents shall have received a copy of a duly executed amendment to the Agreement Among Lenders, which shall be in form and substance satisfactory to the Agents; (e) receipt by The Administrative Agent of reasonably requested “know your customer” materials and documentationshall have received a duly executed Borrowing Request by the Borrower; (f) Prior to the Third Amendment Effective Date, the Agents and the Lenders shall have received all documentation and other information required by bank regulatory authorities or reasonably requested by any Agent or any Lender under or in respect of applicable “know-your-customer” and anti-money laundering rules and regulations, including the PATRIOT Act, and including a duly executed W-9 tax form (or such other applicable IRS tax form) of the Borrower. (g) The Administrative Agent shall have received a certificate from the secretary or other responsible officer of each Loan Party (i) certifying to and attaching resolutions authorizing the transactions contemplated by the Amendment and, in the case of the Borrower, the borrowing of 2020 Term Loans, which shall be in form and substance satisfactory to the Administrative Agent, (ii) certifying that the Organizational Documents of such Loan Party have not been amended, amended and restated or otherwise modified since the Closing Date (or attaching such amendments or other modifications), and (iii) attaching a certificate of good standing (to the extent such concept or a similar concept exists under the laws of such Loan Party’s jurisdiction of organization) of such Loan Party as of a recent date from the Secretary of State (or other similar official) of the jurisdiction or organization of such Loan Party; and (h) The Borrower shall have paid to the Administrative Agent on the Effective Date, for the ratable benefit of the undersigned Lender (constituting all Lenders under the Credit Agreement as of the Effective Date), a work fee in the amount of $100,000; and (g) receipt by Administrative Agent and the undersigned Lender (constituting all Lenders under the Credit Agreement as of the Eighth Amendment Effective Date) of the reimbursement or payment of all reasonable and documented out-of-pocket costs and expenses incurred by it or any of its Affiliates in connection with the preparation, negotiation and execution of this Eighth Amendment or any document, instrument, agreement delivered pursuant to this Eighth Amendment, and all other reasonable and documented costs fees and expenses of the Administrative Agent described in Agents and the 2020 Term Lenders to the extent (i) invoiced on or prior to the date hereof and (ii) required to be paid pursuant to Section 12.8.1 9.05(a) of the Credit Agreement, to the extent invoiced at least two (2) Business Days prior to the Eighth Amendment Effective Date.

Conditions Precedent to Effectiveness. This Eighth The parties hereto agree that this Amendment shall become not be effective as until the satisfaction of the date hereof only upon satisfaction each of the following conditions precedent: (a) the due execution Administrative Agent shall have received a copy of this Amendment duly completed, executed and delivery of a counterpart signature page to this Eighth Amendment delivered by each of Borrower, Guarantorthe Required Lenders, the undersigned Lender (constituting all Lenders under Borrower and the Credit Agreement as of the Eighth Amendment Effective Date), Administrative Agent and Hermes Agentother Loan Parties; (b) receipt by Administrative Agent of a duly executed copy of (i) the New Foresight Energy Secured Credit Agreement, which shall have been amended and restated on terms reasonably satisfactory to Administrative Agent and (ii) such other agreements evidencing the Refinancing as Administrative Agent shall reasonably request; (c) receipt by Administrative Agent and Hermes Agent receive evidence of concurrent consummation of a related amendment to the following, each in form and substance reasonably satisfactory to Administrative Agent: (i) copies of each Organizational Document of each of credit agreement evidencing the Credit Parties, in form and substance reasonably satisfactory to Administrative Agent, executed and delivered by each Credit Party and certified as of the Execution Date by a Responsible Officer of such Credit Party as being in full force and effect without modification or amendment; (ii) signature and incumbency certificates of the Responsible Office of each Credit Party executing this Eighth Amendment; (iii) resolutions of the Board of Directors or similar governing body of each Credit Party approving and authorizing the execution, delivery and performance of this Eighth Amendment and the agreements executed and documents delivered in connection herewith, certified as of the Eight Amendment Effective Date by a Responsible Officer of each Credit Party as being in full force and effect without modification or amendment; (iv) a good standing certificate from the applicable Governmental Authority of each Credit Party’s jurisdiction of formation dated a recent date; (d) receipt by Administrative Agent and Hermes Agent of an acknowledgment from Hermes of the amendments contemplated by this Eighth AmendmentBorrower SOFR Loan Facility, which acknowledgment shall be in form and substance satisfactory reasonably acceptable to the Administrative Agent; (c) the Administrative Agent shall receive evidence of concurrent consummation of a related amendment to the Parent Credit Agreement, which shall be in form and Hermes substance reasonably acceptable to the Administrative Agent; (d) the Administrative Agent shall receive evidence of concurrent consummation of a related amendment to the credit agreement evidencing the Revolving Loan Facility, which shall be in form and substance reasonably acceptable to the Administrative Agent; (e) receipt by the Administrative Agent shall receive evidence of concurrent consummation of a related amendment to the credit agreement evidencing the Parent Term Loan Facility, which shall be in form and substance reasonably requested “know your customer” materials and documentationacceptable to the Administrative Agent; (f) the Administrative Agent shall receive evidence of concurrent consummation of a related amendment to the credit agreement evidencing the Borrower Term Loan Facility, which shall have paid be in form and substance reasonably acceptable to the Administrative Agent; (g) the Administrative Agent on the Effective Date, for the ratable benefit shall receive evidence of the undersigned Lender (constituting all Lenders under concurrent consummation of a related amendment to the Credit Agreement Agreement, dated as of the Effective DateNovember 9, 2022 (and as amended, restated, supplemented or otherwise modified from time to time), a work fee among the Telephone and Data Systems, Inc. and Export Development Canada, as lender, which shall be in form and substance reasonably acceptable to the amount of $100,000Administrative Agent; and (gh) receipt each of the representations and warranties made in this Amendment shall be true and correct in all material respects (or, to the extent any such representation or warranty is qualified as to "materiality" or "Material Adverse Effect" shall be true and correct in all respects) on and as of the Amendment Effective Date (as defined below), both before and after giving effect to the amendments contemplated by Administrative Agent this Amendment as if such representations and warranties were being made on and as of the 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 as of such earlier date, and the undersigned Lender representations and warranties contained in subsections (constituting all Lenders under a) and (b) of Section 5.05 of the Credit Agreement as of shall be deemed to refer to the Eighth Amendment Effective Date) of the reimbursement or payment of all reasonable and documented out-of-pocket costs and expenses incurred by it or any of its Affiliates in connection with the preparation, negotiation and execution of this Eighth Amendment or any document, instrument, agreement delivered most recent statements furnished pursuant to this Eighth Amendmentsubsections (a) and (b), and all other reasonable and documented costs and expenses respectively, of the Administrative Agent described in Section 12.8.1 6.01 of the Credit Agreement, to the extent invoiced at least two (2) Business Days prior to the Eighth Amendment Effective Date.

Conditions Precedent to Effectiveness. This Eighth Amendment Agreement shall become effective on and as of the first date hereof only upon satisfaction on which each of the following conditions precedentprecedent have been satisfied: (a) the due execution and delivery of a counterpart signature page to this Eighth Amendment by each of Borrower, Guarantor, the undersigned Lender (constituting all Lenders under the Credit Agreement as of the Eighth Amendment Effective Date), Administrative Agent and Hermes The Agent; (b) ’s receipt by Administrative Agent of a duly executed copy of (i) the New Foresight Energy Secured Credit Agreement, which shall have been amended and restated on terms reasonably satisfactory to Administrative Agent and (ii) such other agreements evidencing the Refinancing as Administrative Agent shall reasonably request; (c) receipt by Administrative Agent and Hermes Agent of the following, each in form and substance reasonably satisfactory to Administrative Agent: of which shall be originals or telecopies (ifollowed promptly by originals) copies of unless otherwise specified, each Organizational Document of each properly executed by an Authorized Officer of the Credit Partiessigning Loan Party, each dated the Effective Date (or, in form and substance reasonably satisfactory to Administrative Agent, executed and delivered by each Credit Party and certified as the case of the Execution Date by a Responsible Officer of such Credit Party as being in full force and effect without modification or amendment; (ii) signature and incumbency certificates of the Responsible Office of each Credit Party executing this Eighth Amendment; (iii) resolutions of the Board of Directors or similar governing body of each Credit Party approving and authorizing the executiongovernmental officials, delivery and performance of this Eighth Amendment and the agreements executed and documents delivered in connection herewith, certified as of the Eight Amendment Effective Date by a Responsible Officer of each Credit Party as being in full force and effect without modification or amendment; (iv) a good standing certificate from the applicable Governmental Authority of each Credit Party’s jurisdiction of formation dated a recent date; (ddate before the Effective Date) receipt by Administrative Agent and Hermes Agent of an acknowledgment from Hermes of the amendments contemplated by this Eighth Amendment, which acknowledgment shall be each in form and substance satisfactory to Administrative the Agent and Hermes the Co-Collateral Agents: (i) this Agreement duly executed by each of Holdings, the Borrowers, the Agent, the Co-Collateral Agents, and the Lenders. (ii) the Security Documents or amendments thereto or restatements thereof (including, without limitation, the Guarantee and Collateral Agreement), in each case to the extent reasonably requested by the Agent, each duly executed by the applicable Loan Parties; (iii) all other Loan Documents, or amendments thereto or restatements thereof to the extent reasonably requested by the Agent, each duly executed by the applicable Loan Parties; (iv) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Authorized Officers of each Loan Party as the Agent may reasonably require evidencing (A) the authority of each Loan Party to enter into this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party and (B) the identity, authority and capacity of each Authorized Officer thereof authorized to act as an Authorized Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party; (v) copies of each Loan Party’s organization or other governing documents and such other documents and certifications as the 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 failure to so qualify could reasonably be expected to have a Material Adverse Effect; (vi) An opinion of in house counsel to Holdings and of one or more special or local counsel to Holdings, the Borrowers, and the other Loan Parties, addressed to the Agent, the Co-Collateral Agents and each Lender as to such matters as the Agent may reasonably request; (vii) a certificate signed by an Authorized Officer of Holdings and the Borrowers certifying (A) that the conditions specified in Section 4.02 have been satisfied, (B) to the Solvency of the Loan Parties, taken as a whole, as of the Effective Date after giving effect to the transactions contemplated hereby, and (C) that the Perfection Certificate is true and correct in all material respects; (viii) evidence that all insurance (including endorsements) required to be maintained pursuant to Section 6.01(c) has been obtained and is in effect; (ix) A Borrowing Base Certificate, duly completed and executed by an Authorized Officer of Holdings, together with supporting information satisfactory to the Co-Collateral Agents in their Permitted Discretion, and dated (i) in the event the Effective Date occurs on or before the 10th Business Day of the month, as of the end of the second fiscal month immediately preceding the month in which the Effective Date occurs or (ii) in the event the Effective Date occurs after the 10th Business Day of the month, as of the end of the fiscal month immediately preceding the month in which the Effective Date occurs. (x) results of searches or other evidence reasonably satisfactory to the Co-Collateral Agents (in each case dated as of a date reasonably satisfactory to the Co-Collateral Agents) indicating the absence of Liens on the assets of the Loan Parties, except for Liens permitted by Section 6.02(a); (xi) duly executed Credit Card Notifications, Third Party Payor Notifications and Blocked Account Agreements required pursuant to Section 6.01(m); (xii) a duly executed agreement from each Subsidiary of Holdings which is not a Loan Party and which owns any real estate constituting a warehouse or DC that houses collateral or owns Related Intellectual Property, pursuant to which each such Subsidiary grants to the Co-Collateral Agents a rent-free or royalty-free (as applicable) license to use such real estate and Related Intellectual Property in connection with the Co-Collateral Agents’ enforcement of their remedies under the Loan Documents with respect to the Collateral, during the occurrence and continuation of an Event of Default; and (xiii) such other customary certificates, documents or consents as the Agent and the Co-Collateral Agents reasonably may require. (b) all actions required by law or reasonably requested by the Co-Collateral Agents to be undertaken, and all, documents and instruments, including Uniform Commercial Code financing statements and Blocked Account Agreements, required by law or reasonably requested by the Co-Collateral Agents to be filed, registered, or recorded to create or perfect the Liens intended to be created under the Loan Documents and all such documents and instruments shall have been so filed, registered or recorded to the satisfaction of the Agent (c) Capped Excess Availability shall be equal to or greater than $2,000,000,000. (d) Persons having Commitments at least equal to $1,600,000,000 (exclusive of the Commitment of Bank of America) shall have become Lenders. (e) receipt by Administrative Agent of reasonably requested “know your customer” materials and documentation;[Reserved] (f) Borrower The conditions set forth in Section 4.02 shall be satisfied. (g) There shall have been no event or circumstance since January 29, 2011 that has had or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. (h) All fees required to be paid to the Agent, the Co-Collateral Agents or the Lead Arrangers on or before the Effective Date shall have been paid in full, and all fees required to be paid to the Lenders on or before the Effective Date shall have been paid in full. (i) The Borrowers shall have paid all costs and expenses of the Agent and the Co-Collateral Agents (to the Administrative extent set forth in Section 9.04(a)) incurred in connection with or relating to this Agreement and the other Loan Documents, including reasonable fees, charges and disbursements of counsel to the Agent and the Co-Collateral Agents, to the extent invoiced prior to or on the Effective Date, for (provided that such payment shall not thereafter preclude a final settling of accounts between the ratable benefit of Borrowers and the undersigned Lender Agent and the Co-Collateral Agents). (constituting all Lenders under the j) No material changes in governmental regulations or policies affecting any Loan Party or any Credit Agreement as of Party shall have occurred prior to the Effective Date), a work fee in the amount of $100,000; and (g) receipt by Administrative Agent and the undersigned Lender (constituting all Lenders under the Credit Agreement as of the Eighth Amendment Effective Date) of the reimbursement or payment of all reasonable and documented out-of-pocket costs and expenses incurred by it or any of its Affiliates in connection with the preparation, negotiation and execution of this Eighth Amendment or any document, instrument, agreement delivered pursuant to this Eighth Amendment, and all other reasonable and documented costs and expenses of the Administrative Agent described in Section 12.8.1 of the Credit Agreement, to the extent invoiced at least two (2) Business Days prior to the Eighth Amendment Effective Date.

Conditions Precedent to Effectiveness. This Eighth Amendment shall become not be effective as of the date hereof only upon satisfaction until each of the following conditions precedent:precedent have been fulfilled to the satisfaction of and in form and substance satisfactory to, as applicable, the Administrative Agent (such date, the “Second Amendment Effective Date”): (a) This Amendment shall have been duly executed and delivered by the due execution and delivery of a counterpart signature page to this Eighth Amendment by each of Borrower, Guarantor, the undersigned Lender (constituting all Lenders under the Credit Agreement as of the Eighth Amendment Effective Date), respective parties hereto. The Administrative Agent and Hermes Agent;shall have received a fully executed copy hereof. (b) receipt by The Lenders and the Administrative Agent shall have received all fees required to be paid on or prior to the Second Amendment Effective Date pursuant to this Amendment and to the Fee Letter. (c) The Administrative Agent shall have received an updated Perfection Certificate, executed by a Responsible Officer of the Loan Parties. (d) If required by Lender, the Administrative Agent shall have received a duly Note (or amendment to any existing Note) executed copy by the Borrower in favor of such Lender. (e) All necessary consents and approvals to this Amendment shall have been obtained by the Loan Parties. (f) The Administrative Agent shall have received a certificate of each Loan Party, dated the Second Amendment Effective Date and executed by the Secretary, Managing Member or equivalent officer of such Loan Party, with appropriate insertions and attachments, including (i) the New Foresight Energy Secured Credit AgreementOperating Documents of such Loan Party, which shall have been amended and restated on terms reasonably satisfactory to Administrative Agent and (ii) the relevant board resolutions or written consents of such other agreements evidencing Loan Party adopted by such Loan Party for the Refinancing purposes of authorizing such Loan Party to enter into this Amendment and perform the Loan Documents (as amended by this Amendment) to which such Loan Party is party, (iii) the names, titles, incumbency and signature specimens of those representatives of such Loan Party who have been authorized by such resolutions and/or written consents to execute Loan Documents on behalf of such Loan Party, (iv) a long form good standing certificate for each Loan Party certified as of a recent date by the appropriate Governmental Authority of its respective jurisdiction of organization, and (v) certificates of qualification as a foreign corporation issued by each jurisdiction in which the failure of the applicable Loan Party to be so qualified could reasonably be expected to result in a Material Adverse Effect. (g) After giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing. (h) The Administrative Agent shall reasonably request; (c) receipt have received a certificate signed by Administrative Agent and Hermes Agent a Responsible Officer of the followingBorrower, each dated as of the Second Amendment Effective Date and in form and substance reasonably satisfactory to Administrative Agent:it, certifying (A) that the conditions specified in Sections 5.2(a) and (c) of the Credit Agreement have been satisfied, and (B) that there has been no event or condition since December 31, 2013, that has had or that could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. (i) copies The Administrative Agent shall have received, (i) in respect of each Organizational Document the Term Loan to be made on or about the Second Amendment Effective Date, a completed Notice of Borrowing executed by the Borrower and otherwise complying with the requirements of Section 2.2 of the Credit Agreement, and (ii) in respect of any Revolving Loans to be made on or about the Closing Date, a completed Notice of Borrowing executed by the Borrower and otherwise complying with the requirements of Section 2.5 of the Credit Agreement. (j) The Administrative Agent shall have received a Solvency Certificate from the chief financial officer or treasurer of the Borrower. (k) After giving pro forma effect to the Increase (as defined in the Credit Agreement prior to giving effect to this Amendment) contemplated hereby and the use of proceeds thereof, the Borrower shall be in compliance with the financial covenants set forth in Section 7.1 of the Credit Agreement (as amended hereby) as of the end of the most recently ended month (or quarter, as applicable) for which financial statements were required to be delivered, and the Borrower shall have delivered to the Administrative Agent a Compliance Certificate evidencing compliance with the requirements hereof. (l) The Administrative Agent shall have received the results of recent lien searches in each of the jurisdictions where any of the Loan Parties is formed or organized, and such searches shall reveal no liens on any of the assets of the Loan Parties except for Liens permitted by Section 7.3 of the Credit Agreement. (m) The Administrative Agent shall have received the executed customary legal opinion of counsel to the Loan Parties, in form and substance reasonably satisfactory to the Administrative Agent. (n) After giving effect to this Amendment, executed the representations and delivered warranties herein and in the Credit Agreement and the other Loan Documents shall be (i) to the extent qualified by materiality, true and correct in all respects, and (ii) to the extent not qualified by materiality, true and correct in all material respects, in each Credit Party case on and certified as of the Execution Date by a Responsible Officer date hereof, as though made on such date (except to the extent that such representations and warranties relate solely to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such Credit Party as being in full force and effect without modification or amendment;earlier date). (iio) signature and incumbency certificates of The Administrative Agent shall have received, for the Responsible Office account of each Lender party to the Credit Party executing this Eighth Amendment; (iii) resolutions of Agreement immediately prior to the Board of Directors or similar governing body of each Credit Party approving and authorizing the execution, delivery and performance of this Eighth Amendment and the agreements executed and documents delivered in connection herewith, certified as of the Eight Second Amendment Effective Date and who remains a Lender thereafter, a rollover fee (the “Rollover Fee”) of 171,635.87. For purposes of determining compliance with the conditions specified in this Section 9, each Lender that has executed this Amendment shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter either sent (or made available) by a Responsible Officer of each Credit Party as being in full force and effect without modification or amendment; (iv) a good standing certificate from the applicable Governmental Authority of each Credit Party’s jurisdiction of formation dated a recent date; (d) receipt by Administrative Agent and Hermes Agent of to such Lender for consent, approval, acceptance or satisfaction, or required thereunder to be consented to or approved by or acceptable or satisfactory to such Lender, unless an acknowledgment from Hermes officer of the amendments Administrative Agent responsible for the transactions contemplated by this Eighth Amendment, which acknowledgment shall be in form and substance satisfactory to Administrative Agent and Hermes Agent; (e) receipt by Administrative Agent of reasonably requested “know your customer” materials and documentation; (f) Borrower the Loan Documents shall have paid received notice from such Lender prior to the Second Amendment Effective Date specifying such Lender’s objection thereto and either such objection shall not have been withdrawn by notice to the Administrative Agent to that effect on the Effective Date, for the ratable benefit of the undersigned Lender (constituting all Lenders under the Credit Agreement as of the Effective Date), a work fee in the amount of $100,000; and (g) receipt by Administrative Agent and the undersigned Lender (constituting all Lenders under the Credit Agreement as of the Eighth Amendment Effective Date) of the reimbursement or payment of all reasonable and documented out-of-pocket costs and expenses incurred by it or any of its Affiliates in connection with the preparation, negotiation and execution of this Eighth Amendment or any document, instrument, agreement delivered pursuant to this Eighth Amendment, and all other reasonable and documented costs and expenses of the Administrative Agent described in Section 12.8.1 of the Credit Agreement, to the extent invoiced at least two (2) Business Days prior to the Eighth Second Amendment Effective Date.

Conditions Precedent to Effectiveness. This Eighth Amendment The amendments contained in Article I and Article II shall become not be effective as of until the date hereof only upon satisfaction of the following conditions precedent: (a) the due execution and delivery of a counterpart signature page to this Eighth Amendment by each of Borrower, Guarantorsuch date, the undersigned Lender (constituting all Lenders under the Credit Agreement as of the Eighth “Amendment Effective Date)”) that: 1. the Administrative Agent shall have received copies of this Amendment executed by the Borrower, the Sponsor and each Lender, and acknowledged by the Administrative Agent; 2. the Administrative Agent shall have received executed a Note executed by the Borrower in favor of each Lender requesting a Note; 3. at least five (5) Business Days prior to the Amendment Effective Date, the Borrower shall have qualified as a “legal entity customer” under the Beneficial Ownership Regulation and delivered a Beneficial Ownership Certification to the Administrative Agent in relation to the Borrower; 4. the Administrative Agent shall have received favorable opinions of counsel to the Relevant Parties and the Sponsor in relation to this Amendment, addressed to the Administrative Agent and Hermes Agent;each Secured Party. (b) receipt by Administrative Agent of a duly executed copy of (i) 5. the New Foresight Energy Secured Credit Agreement, which shall have been amended and restated on terms reasonably satisfactory to Administrative Agent and (ii) such other agreements evidencing the Refinancing as Administrative Agent shall reasonably request; (c) receipt by Administrative Agent and Hermes Agent of the following, each in form and substance reasonably satisfactory to Administrative Agent: (i) copies of each Organizational Document of each of the Credit Parties, in form and substance reasonably satisfactory to Administrative Agent, executed and delivered by each Credit Party and certified as of the Execution Date by a Responsible Officer of such Credit Party as being in full force and effect without modification or amendment; (ii) signature and incumbency certificates of the Responsible Office of each Credit Party executing this Eighth Amendment; (iii) resolutions of the Board of Directors or similar governing body of each Credit Party approving and authorizing the execution, delivery and performance of this Eighth Amendment and the agreements executed and documents delivered in connection herewith, certified as of the Eight Amendment Effective Date by a Responsible Officer of each Credit Party as being in full force and effect without modification or amendment; (iv) a good standing certificate from the applicable Governmental Authority of each Credit Party’s jurisdiction of formation dated a recent date; (d) receipt by Administrative Agent and Hermes Agent of an acknowledgment from Hermes of the amendments contemplated by this Eighth Amendment, which acknowledgment shall be in form and substance satisfactory to Administrative Agent and Hermes Agent; (e) receipt by Administrative Agent of reasonably requested “know your customer” materials and documentation; (f) Borrower shall have paid (or caused to be paid) (a) to the LC Issuer, for its own account, a nonrefundable upfront fee in an amount equal to $[***], (b) to the Administrative Agent on the Effective DateAgent, for the ratable benefit pro rata account of the undersigned Lender (constituting all Lenders under the Credit Agreement as Delayed Draw Lenders, a nonrefundable amendment fee equal to [***]% of the Effective Date)outstanding principal amount of Delayed Draw Loans of such Delayed Draw Lenders and (c) to the Administrative Agent, for the pro rata account of the Delayed Draw Lenders providing an Upsize Delayed Draw Loan Commitment, a work nonrefundable fee equal to [***]% of the aggregate Upsize Delayed Draw Loan Commitments of such Delayed Draw Lenders to be allocated by each such Delayed Draw Lender in the amount of $100,000its sole discretion; and (g) receipt by Administrative Agent and 6. the undersigned Lender (constituting all Lenders under the Credit Agreement as of the Eighth Amendment Effective Date) of the reimbursement or payment of all reasonable and documented out-of-pocket costs and expenses incurred by it or any of its Affiliates in connection with the preparation, negotiation and execution of this Eighth Amendment or any document, instrument, agreement delivered pursuant to this Eighth Amendment, and Borrower shall have paid all other reasonable and documented fees, costs and expenses of the Administrative Agent described and the Lenders incurred in Section 12.8.1 connection with the execution and delivery of this Amendment (including third-party fees and out-of-pocket expenses of the Credit Agreement, to Lenders’ counsel and other advisors or consultants retained by the extent invoiced at least two (2) Business Days prior to the Eighth Amendment Effective DateAdministrative Agent).

Conditions Precedent to Effectiveness. This Eighth Amendment shall become effective as of the date hereof when, and only upon satisfaction of the following conditions precedentwhen, Agent shall have received, in form and substance satisfactory to Agent: (a) the due execution counterparts of this Amendment duly executed and delivery of a counterpart signature page to this Eighth Amendment delivered by each of BorrowerBorrowers, Guarantor, the undersigned Lender (constituting all Lenders under the Credit Agreement as of the Eighth Amendment Effective Date), Administrative Agent and Hermes Agentthe Lenders; (b) receipt by Administrative Agent of a the Fee Letter among Borrowers and Agent, duly executed copy of (i) the New Foresight Energy Secured Credit Agreement, which shall have been amended and restated on terms reasonably satisfactory to Administrative Agent delivered by Borrowers and (ii) such other agreements evidencing the Refinancing as Administrative Agent shall reasonably requestAgent; (c) receipt if requested by Administrative Agent Agent, amendments modifying and Hermes Agent amending the D▇▇▇▇▇▇ ▇▇ Ship Mortgage and the Mortgages; (d) if requested by Agent, a Subordination of Mortgage and a Subordination of Preferred Fleet Mortgage duly executed by the Indenture Trustee for each Mortgage (as defined in the Indenture) in place on the date of the followingLoan Agreement; (e) opinion of Borrowers’ and Guarantors’ counsel (including, each without limitation, admiralty counsel (if requested by Agent), real estate counsel (if requested by Agent) and regulatory counsel), such opinions to include regulatory opinions as to the date issuance and valid existence of Borrowers’ Gaming Licenses; (f) evidence in form and substance reasonably satisfactory to Administrative Agent that Borrowers shall have received all licenses (including the Gaming Licenses), approvals or evidence of other actions required by any Governmental Authority, including the Louisiana Regulatory Authorities and the Iowa Gaming Authorities, in connection with the execution and delivery by Borrowers of this Amendment; (g) if requested by Agent:, updated Mortgage Policies for the Real Property Collateral the reflect that the Mortgages on such Real Property Collateral are valid and enforceable first priority Liens on such Real Property Collateral free and clear of all defects and encumbrances except Permitted Liens; (h) a certificate from the Secretary of each Borrower and Guarantor attesting to the resolutions of such Person’s board of directors (or comparable manager) authorizing its execution, delivery and performance of this Amendment and the other documents executed in connection herewith to which such Person is a party and authorizing specific officers of such Person to execute the same; (i) copies of each Organizational Document of each of the Credit PartiesBorrower’s and Guarantor’s Governing Documents, in form and substance reasonably satisfactory to Administrative Agentas amended, executed and delivered by each Credit Party and certified modified or supplemented as of the Execution Date Fifth Amendment Effective Date, certified by a Responsible Officer the Secretary of such Credit Party Borrower or Guarantor, as being in full force and effect without modification or amendmentapplicable; (iij) signature a certificate of status with respect to each Borrower and incumbency certificates Guarantor, dated within 10 days of the Responsible Office of each Credit Party executing this Eighth Amendment; (iii) resolutions of the Board of Directors or similar governing body of each Credit Party approving and authorizing the execution, delivery and performance of this Eighth Fifth Amendment and the agreements executed and documents delivered in connection herewith, certified as of the Eight Amendment Effective Date by a Responsible Officer of each Credit Party as being in full force and effect without modification or amendment; (iv) a good standing certificate from the applicable Governmental Authority of each Credit Party’s jurisdiction of formation dated a recent date; (d) receipt by Administrative Agent and Hermes Agent of an acknowledgment from Hermes of the amendments contemplated by this Eighth Amendment, which acknowledgment shall be in form and substance satisfactory to Administrative Agent and Hermes Agent; (e) receipt by Administrative Agent of reasonably requested “know your customer” materials and documentation; (f) Borrower shall have paid to the Administrative Agent on the Effective Date, for such certificate to be issued by the ratable benefit appropriate officer of the undersigned Lender jurisdiction of organization of such Borrower or Guarantor, as applicable, which certificate shall indicate that such Borrower or Guarantor, as applicable, is in good standing in such jurisdictions; LEGAL_US_W # 58344626.9 (constituting all Lenders under the Credit Agreement k) certificates of status with respect to each Borrower and Guarantor, as applicable, each dated within 30 days of the Fifth Amendment Effective Date), such certificates to be issued by the appropriate officer of the jurisdiction (other than the jurisdiction of organization of such Borrower or Guarantor, as applicable) in which its failure to be duly qualified or licensed would constitute a work fee Material Adverse Change, which certificates shall indicate that such Borrower or Guarantor, as applicable, is in the amount of $100,000good standing in such jurisdictions; and (gl) receipt by Administrative such other information, documents, instruments or approvals as Agent and the undersigned Lender (constituting all Lenders under the Credit Agreement as of the Eighth Amendment Effective Date) of the reimbursement or payment of all reasonable and documented out-of-pocket costs and expenses incurred by it or any of its Affiliates in connection with the preparation, negotiation and execution of this Eighth Amendment or any document, instrument, agreement delivered pursuant to this Eighth Amendment, and all other reasonable and documented costs and expenses of the Administrative Agent described in Section 12.8.1 of the Credit Agreement, to the extent invoiced at least two (2) Business Days prior to the Eighth Amendment Effective DateAgent’s counsel may reasonably require.

Conditions Precedent to Effectiveness. This Eighth Amendment shall become effective as of on April 19, 2016 (the date hereof only upon satisfaction “Fifth Amendment Effective Date”), if each of the following conditions precedentshall have been satisfied on or prior to such date; provided that if the following conditions are not satisfied by April 19, 2016, this Amendment shall not become effective and shall be of no force or effect with respect to the Credit Agreement: (ai) the due execution Borrower, the Administrative Agent, each Issuing Lender and delivery of the Required Lenders shall have signed a counterpart signature page hereof (whether the same or different counterparts) and shall have delivered (including by way of facsimile, pdf or other electronic transmission) the same to this Eighth Amendment by each of Borrower, Guarantor, the undersigned Lender (constituting all Lenders under the Credit Agreement as of the Eighth Amendment Effective Date), Administrative Agent and Hermes Agent; (bii) receipt by the Administrative Agent of a duly executed copy of (i) the New Foresight Energy Secured Credit Agreement, which shall have been amended and restated on terms reasonably satisfactory received a favorable customary legal opinion of ▇▇▇▇▇ Day, counsel to the Credit Parties, addressed to the Administrative Agent and (ii) each of the Lenders party to the Credit Agreement on the Fifth Amendment Effective Date and dated the Fifth Amendment Effective Date covering such other agreements evidencing matters incidental to this Amendment and the Refinancing transactions contemplated hereby as the Administrative Agent shall may reasonably request; (ciii) receipt by the Administrative Agent shall have received (A) true and Hermes Agent complete copies of resolutions of the followingboard of directors of the Borrower approving and authorizing the execution, each in form delivery and substance reasonably satisfactory to Administrative Agent: (i) copies of each Organizational Document of each performance of the Credit PartiesAgreement and the Credit Documents, in form and substance reasonably satisfactory to Administrative Agenteach case as modified by this Amendment, executed and delivered by each Credit Party and certified as of the Execution Fifth Amendment Effective Date by a Responsible Officer an Authorized Representative and attested to by another Authorized Representative of such Credit Party the Borrower as being in full force and effect without modification or amendment; amendment and (iiB) signature and incumbency good standing certificates of for the Responsible Office of each Credit Party executing this Eighth Amendment; (iii) resolutions of Borrower from the Board of Directors or similar governing body of each Credit Party approving and authorizing jurisdiction in which the execution, delivery and performance of this Eighth Amendment and the agreements executed and documents delivered in connection herewith, certified as of the Eight Amendment Effective Date by a Responsible Officer of each Credit Party as being in full force and effect without modification or amendmentBorrower is organized; (iv) all of the representations and warranties made pursuant to Section 3 hereof shall be true and correct in all material respects on the Fifth Amendment Effective Date, both before and after giving effect to this Amendment, with the same effect as though such representations and warranties had been made on and as of the Fifth Amendment Effective Date (it being understood and agreed that (x) any representation or warranty which by its terms is made as of a good standing certificate from the applicable Governmental Authority specified date shall be required to be true and correct in all material respects only as of each Credit Party’s jurisdiction of formation dated a recent such specified date and (y) any representation or warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct in all respects on such specified date); (dv) receipt by since January 2, 2016, nothing shall have occurred (and neither the Administrative Agent and Hermes Agent nor the Required Lenders shall have become aware of an acknowledgment from Hermes of any facts or conditions not previously known) which the amendments contemplated by this Eighth Amendment, which acknowledgment shall be in form and substance satisfactory to Administrative Agent and Hermes Agentor the Required Lenders shall determine has had, or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect; (evi) receipt no litigation by any entity (private or governmental) shall be pending or threatened in writing with respect to the Credit Agreement, any other Credit Document or any other documentation executed in connection herewith and therewith or the transactions contemplated hereby and thereby, or which the Administrative Agent of shall determine has had, or could reasonably requested “know your customer” materials and documentationbe expected to have, either individually or in the aggregate, a Material Adverse Effect; (fvii) the Borrower shall have paid to the Administrative Agent on the Effective Date, for the ratable benefit of the undersigned Lender (constituting all Lenders under the Credit Agreement as of the Effective Date), a work fee in the amount of $100,000; and (g) receipt by Administrative Agent and the undersigned Lender (constituting all Lenders under the Credit Agreement as of the Eighth Amendment Effective Date) of the reimbursement or payment of all reasonable and documented out-of-pocket costs and expenses incurred by it or any of its Affiliates in connection with the preparation, negotiation and execution of this Eighth Amendment or any document, instrument, agreement delivered pursuant to this Eighth Amendment, and all other reasonable and documented costs and expenses of the Administrative Agent described in required to be paid or reimbursed pursuant to Section 12.8.1 13.01 of the Credit Agreement, to including the extent invoiced at least two reasonable and documented fees, charges and disbursements of counsel for the Administrative Agent; (2viii) Business Days prior to substantially simultaneously with the Eighth Fifth Amendment Effective Date, (x) that certain Second Amendment to Credit Agreement in respect of the 2013 Credit Agreement, dated of even date herewith, and (y) the 2016 Term Loan Credit Agreement, dated of even date herewith, in each case, in form and substance reasonably satisfactory to the Administrative Agent, shall have become effective pursuant to their respective terms; and (ix) the Administrative Agent shall have received such other documents, information or agreements regarding the Borrower as the Administrative Agent shall reasonably request.

Conditions Precedent to Effectiveness. This Eighth Amendment shall become effective as of on the first date hereof only upon satisfaction of (the “Amendment Effective Date”) on which all the following conditions precedentare satisfied: (a) The Administrative Agent (or its counsel) shall have received from each party hereto, including Lenders constituting the due execution “Required Lenders” under and delivery of as defined in the Existing Credit Agreement, a counterpart signature page to of this Eighth Amendment by each signed on behalf of Borrower, Guarantor, the undersigned Lender (constituting all Lenders under the Credit Agreement as of the Eighth Amendment Effective Date), Administrative Agent and Hermes Agent;such party. (b) receipt by Administrative Agent Immediately prior to and immediately after giving effect to this Amendment, no Default or Event of a duly executed copy of (i) the New Foresight Energy Secured Credit Agreement, which Default shall have been amended occurred and restated be continuing on terms reasonably satisfactory to Administrative Agent and (ii) such other agreements evidencing the Refinancing as Administrative Agent shall reasonably request;Amendment Effective Date. (c) receipt by Administrative Agent The representations and Hermes Agent warranties contained in Section 3 of this Amendment and in Article 3 of the followingExisting Credit Agreement shall be true and correct in |US-DOCS\146475368.9|| all material respects on and as of the date hereof, each in form and substance reasonably satisfactory to Administrative Agent: except that (i) copies for purposes of each Organizational Document of each this Section 2(c), the representations and warranties contained in Section 3.04(a) of the Existing Credit PartiesAgreement shall be deemed to refer to the most recent statements furnished pursuant to Section 5.01(a) or Section 5.01(b) of the Existing Credit Agreement (subject, in form the case of unaudited financial statements furnished pursuant to Section 5.01(b) of the Existing Credit Agreement, to year-end audit adjustments and substance reasonably satisfactory the absence of footnotes), (ii) to Administrative Agentthe extent that such representations and warranties in Article 3 of the Existing Credit Agreement specifically refer to the “Effective Date” (as defined in the Existing Credit Agreement), executed other than with respect to the Section 3.13, such references shall be deemed to refer to the Amendment Effective Date and delivered by each Credit Party shall be true and certified correct in all material respects as of the Execution Amendment Effective Date by a Responsible Officer of such Credit Party as being in full force and effect without modification or amendment; (ii) signature and incumbency certificates of the Responsible Office of each Credit Party executing this Eighth Amendment; (iii) resolutions to the extent that such representations and warranties are already qualified or modified by materiality or words of similar effect in the Board of Directors or similar governing body of each Credit Party approving text thereof, they shall be true and authorizing the execution, delivery and performance of this Eighth Amendment and the agreements executed and documents delivered correct in connection herewith, certified as of the Eight Amendment Effective Date by a Responsible Officer of each Credit Party as being in full force and effect without modification or amendment; (iv) a good standing certificate from the applicable Governmental Authority of each Credit Party’s jurisdiction of formation dated a recent date;all respects. (d) receipt by Administrative Agent The Lenders party hereto and Hermes Agent of an acknowledgment from Hermes of the amendments contemplated by this Eighth Amendment, which acknowledgment shall be in form and substance satisfactory to Administrative Agent and Hermes Agent; (e) receipt by Administrative Agent of reasonably requested “know your customer” materials and documentation; (f) Borrower shall have paid to the Administrative Agent shall have received on or before the Effective Date, for the ratable benefit of the undersigned Lender (constituting all Lenders under the Credit Agreement as of the Effective Date), a work fee in the amount of $100,000; and (g) receipt by Administrative Agent and the undersigned Lender (constituting all Lenders under the Credit Agreement as of the Eighth Amendment Effective Date) of the reimbursement or Date payment of all reasonable and documented out-of-pocket costs and expenses incurred required to be reimbursed by it or any the Borrower under that certain Engagement Letter, dated as of its Affiliates in connection with the preparationNovember 27, negotiation and execution of this Eighth Amendment or any document, instrument, agreement delivered pursuant to this Eighth Amendment2023, and all other reasonable and documented costs and expenses of the Administrative Agent described in Section 12.8.1 of the Credit Agreement, to the extent invoiced Loan Documents for which invoices have been presented at least two one (21) Business Days Day prior to the Eighth Amendment Effective Date.

Conditions Precedent to Effectiveness. This Eighth Amendment shall become effective as The effectiveness of the date hereof only upon satisfaction Existing Purchase Agreement was subject to the fulfillment of the following conditions precedent: (a) the due execution and delivery of a counterpart signature page to this Eighth Amendment by each of Borrower, GuarantorExisting Purchase Agreement, the undersigned Lender Servicing Agreement, the Collection Agency Agreement, the Irrevocable Payment Instructions, the Underwriting Agreement and the Transfer Agreement (constituting all Lenders under as such terms are defined in the Credit Agreement as of Existing Purchase Agreement) shall each have been duly executed by the Eighth Amendment Effective Date)parties thereto and shall each be in full force and effect, Administrative and the Program Agent and Hermes Agentshall have received fully executed copies thereof; (b) receipt by Administrative the Program Agent shall have received fully executed copies of a duly executed copy of (i) the New Foresight Energy Secured Credit each Underwriting Agreement, Distribution Plan, Prospectus and Advisory Agreement relating to each Fund which shall have been amended be in full force and restated on terms reasonably satisfactory to Administrative Agent effect and (ii) such other agreements evidencing the Refinancing as Administrative Agent shall reasonably request; (c) receipt by Administrative Agent and Hermes Agent of the following, each be in form and substance reasonably satisfactory to Administrative the Program Agent:; (ic) copies the Program Agent shall have received such opinions of each Organizational Document of each of the Credit Partiescounsel as it shall have reasonably requested in form, in form scope and substance reasonably satisfactory to Administrative the Program Agent, executed and delivered by each Credit Party and certified as of the Execution Date by a Responsible Officer of such Credit Party as being in full force and effect without modification or amendment; (ii) signature and incumbency certificates of the Responsible Office of each Credit Party executing this Eighth Amendment; (iii) resolutions of the Board of Directors or similar governing body of each Credit Party approving and authorizing the execution, delivery and performance of this Eighth Amendment and the agreements executed and documents delivered in connection herewith, certified as of the Eight Amendment Effective Date by a Responsible Officer of each Credit Party as being in full force and effect without modification or amendment; (iv) a good standing certificate from the applicable Governmental Authority of each Credit Party’s jurisdiction of formation dated a recent date; (d) receipt by Administrative the Program Agent and Hermes Agent of an acknowledgment from Hermes shall have received a signed certificate of the amendments contemplated by this Eighth AmendmentPresident or a Vice President and a Secretary or Assistant Secretary of the Distributor, which acknowledgment shall be the Seller and the Advisor, substantially in the form and substance satisfactory to Administrative Agent and Hermes Agentof Exhibits B-1, ▇-▇ ▇▇▇ B-3 hereto, respectively; (e) the Program Agent shall have received time stamped receipt copies of proper financing statements duly filed under the UCC of all jurisdictions that the Program Agent may reasonably deem necessary or desirable in order to perfect the ownership interest of the Seller in the Receivables sold pursuant to the Transfer Agreement and to perfect the ownership interest of the Purchaser in the Purchased Receivables relating to each Fund, as contemplated by Administrative the Existing Purchase Agreement, and the Collections in respect thereto, each of which shall be in form, scope and substance satisfactory to the Program Agent as of reasonably requested “know your customer” materials and documentationthe date given; (f) Borrower the Program Agent shall have paid received certified copies of requests for information (Form UCC-11) (or a similar search report certified by a party acceptable to the Administrative Agent on Program Agent), dated reasonably near the Effective initial Purchase Date, for listing all effective financing statements which name the ratable benefit of Distributor or the undersigned Lender Seller (constituting all Lenders under the Credit Agreement as of the Effective Datetheir present names or any previous names), a work fee as debtor and which are filed in the amount jurisdictions in which filings were required to be made pursuant to Section 3.01(e), together with copies of $100,000such financing statements (none of which, shall indicate any Adverse Claim on any Receivables); and (g) receipt the Board of Trustees of each Company shall have approved the Distribution Plan and Underwriting Agreement relating to each Fund related to such Company by Administrative Agent and a vote of the undersigned Lender (constituting all Lenders under majority of its Trustees who are not interested persons, within the Credit Agreement meaning of the Investment Company Act, in recognition of the transactions contemplated by the Facility Documents by resolution acceptable as of the Eighth Amendment Effective Date) of the reimbursement or payment of all reasonable and documented out-of-pocket costs and expenses incurred by it or any of its Affiliates in connection with the preparation, negotiation and execution of this Eighth Amendment or any document, instrument, agreement delivered pursuant to this Eighth Amendment, and all other reasonable and documented costs and expenses of the Administrative Agent described in Section 12.8.1 of the Credit Agreement, date given to the extent invoiced at least two (2) Business Days prior to the Eighth Amendment Effective DateProgram Agent.

Conditions Precedent to Effectiveness. This Eighth Amendment shall become effective as (a) The effectiveness of this Amendment, including the date hereof only upon obligation of each Tranche C Term Lender to make, or exchange its Tranche B Term Loan for, a Tranche C Term Loan, is subject to the satisfaction or waiver of the following conditions precedent: (a) the due execution and delivery date of a counterpart signature page such satisfaction or waiver of such conditions being referred to this Eighth Amendment by each of Borrower, Guarantor, herein as the undersigned Lender (constituting all Lenders under the Credit Agreement as of the Eighth “Second Amendment Effective Date)”): (1) the Parent Borrower, the OpCo Borrower, the Administrative Agent, the Collateral Agent and the Tranche C Term Lenders have each delivered a duly executed counterpart of this Amendment to the Administrative Agent (which, in the case of Tranche C Term Lenders, may be in the form of an Existing Tranche B Lender Signature Page); (2) each Guarantor shall have delivered a duly executed counterpart of the acknowledgment and Hermes consent attached to this Amendment (the “Acknowledgment”) to the Administrative Agent; (b) receipt by Administrative Agent of a duly executed copy of (i3) the New Foresight Energy Secured Credit Agreement, which shall have been amended and restated on terms reasonably satisfactory to Administrative Agent and (ii) such other agreements evidencing the Refinancing as Administrative Agent shall reasonably request; have received (cA)(i) receipt by Administrative Agent true and Hermes Agent complete copies of resolutions of the following, each in form and substance reasonably satisfactory to Administrative Agent: (i) copies board of each Organizational Document directors or a duly authorized committee thereof of each of the Credit Parties, in form and substance reasonably satisfactory to Administrative Agent, executed and delivered by each Credit Party and certified as of the Execution Date by a Responsible Officer of such Credit Party as being in full force and effect without modification or amendment; (ii) signature and incumbency certificates of the Responsible Office of each Credit Party executing this Eighth Amendment; (iii) resolutions of the Board of Directors or similar governing body of each Credit Party Loan Parties approving and authorizing the execution, delivery and performance of this Eighth Amendment, and the performance of the Credit Agreement as amended by this Amendment and (ii) incumbency and the agreements executed and documents delivered signature of authorized signatories, in connection herewitheach case, certified as of the Eight Second Amendment Effective Date by a Responsible Officer Officer, secretary or assistant secretary of each Credit Party the Borrowers as being in full force and effect without modification or amendment; amendment and (ivB) a good standing certificate (or the equivalent thereof) for each of the Loan Parties from the applicable Governmental Authority of each Credit Party’s its jurisdiction of formation formation; (4) the Administrative Agent shall have received a certificate, in form and substance reasonably satisfactory to the Administrative Agent, of the Parent Borrower dated as of the Second Amendment Effective Date signed by a recent Responsible Officer of the Parent Borrower certifying as to the matters set forth in clauses (5) and (6) below; (5) each of the representations and warranties made by any Loan Party pursuant to the Credit Agreement and any other Loan Document to which it is a party shall, except to the extent that they relate to a particular date, be true and correct in all material respects on and as of the Second Amendment Effective Date as if made on and as of such date; (d6) receipt by Administrative Agent no Default or Event of Default shall have occurred and Hermes Agent of an acknowledgment from Hermes of be continuing on the amendments contemplated by this Eighth Amendment, which acknowledgment shall be in form and substance satisfactory Second Amendment Effective Date after giving effect to Administrative Agent and Hermes Agentthe effectiveness hereof; (e7) receipt by Administrative Agent of reasonably requested “know your customer” materials and documentation[reserved]; (f) Borrower 8) UBS Securities LLC, as Lead Arranger, shall have paid received all fees and expenses related to the Administrative Agent on Tranche C Term Loans to the Effective Date, for extent due (which may be offset against the ratable benefit of the undersigned Lender (constituting all Lenders under the Credit Agreement as of the Effective Dateproceeds thereof), a work fee in the amount of $100,000; and (g9) receipt by with respect to the initial Tranche C Term Loans, the Administrative Agent and the undersigned Lender (constituting all Lenders under shall have received a notice of such Borrowing as required by Subsection 2.3 of the Credit Agreement as of the Eighth Amendment Effective Date) of the reimbursement (or payment of all reasonable and documented out-of-pocket costs and expenses incurred by it or any of its Affiliates such notice shall have been deemed given in connection accordance with the preparation, negotiation and execution of this Eighth Amendment or any document, instrument, agreement delivered pursuant to this Eighth Amendment, and all other reasonable and documented costs and expenses of the Administrative Agent described in Section 12.8.1 Subsection 2.3 of the Credit Agreement). The making of Tranche C Term Loans by the Tranche C Term Lenders and the exchange of Tranche B Term Loans for Tranche C Term Loans by the Exchanging Tranche B Lenders shall, in each case, conclusively be deemed to constitute an acknowledgment by the extent invoiced at least two (2) Business Days prior to Administrative Agent and each Lender that each of the Eighth Amendment Effective Dateconditions precedent set forth herein shall have been satisfied in accordance with its respective terms or shall have been irrevocably waived by such Person.

Conditions Precedent to Effectiveness. This Eighth Amendment shall become not be effective as of the date hereof only upon satisfaction until each of the following conditions precedent:precedent has been fulfilled to the satisfaction of the Administrative Agent (such date the “Fifth Amendment Effective Date”): (a) a. This Amendment shall have been duly executed and delivered by the due execution respective parties hereto. The Administrative Agent shall have received a fully executed copy hereof and delivery of a counterpart signature page to this Eighth Amendment each other document required hereunder; b. The Administrative Agent shall have received the Personal Guaranty, duly executed by each of the Personal Guarantors; c. The Administrative Agent shall have received a Compliance Certificate in the form of Exhibit A to the Personal Guaranty, duly executed by each Personal Guarantor, together with current bank statements (and brokerage statements, as applicable) supporting the calculations showing compliance by the Personal Guarantors with the covenants set forth therein; d. The Administrative Agent shall have received the Amended and Restated Subordination Agreement from Eastward Fund Management, LLC, duly executed by each party thereto; e. The Administrative Agent shall have received the Subordination Agreement in favor of Eastward Fund Management, LLC, duly executed by each party thereto; f. The Administrative Agent shall have received an Acknowledgement and Reaffirmation of Subordination Agreement in relation to that certain Subordination Agreement, dated March 21, 2017 by and between the Creditors (as defined therein) and Administrative Agent, from the Creditors (as defined therein), duly executed by each party thereto; g. The Administrative Agent shall have received the results of a recent lien with respect to each Personal Guarantor, and such searches shall reveal no liens on any of the assets of the Personal Guarantors, other than the liens listed on Schedule I attached hereto; h. The Administrative Agent shall have received an officer’s certificate of each Borrower, Guarantor, the undersigned Lender (constituting all Lenders under the Credit Agreement dated as of the Eighth Fifth Amendment Effective Date), Administrative Agent and Hermes Agent; (b) receipt by Administrative Agent of a duly executed copy of (i) the New Foresight Energy Secured Credit Agreement, which shall have been amended and restated on terms reasonably satisfactory to Administrative Agent and (ii) such other agreements evidencing the Refinancing as Administrative Agent shall reasonably request; (c) receipt by Administrative Agent and Hermes Agent of the following, each in form and substance reasonably satisfactory to Administrative Agent: (i) copies of each Organizational Document of each of the Credit Parties, in form and substance reasonably satisfactory to Administrative Agentit, executed with appropriate insertions and delivered by each Credit Party and certified as attachments, including (i) resolutions authorizing the transactions contemplated hereby (including the Borrowing of the Execution Date by a Responsible Officer of such Credit Party as being in full force and effect without modification or amendment; Term Loan), (ii) signature and incumbency certificates the certificate of formation or certificate of incorporation, as applicable, of each Borrower, certified by the relevant authority of the Responsible Office jurisdiction of each Credit Party executing this Eighth Amendment; organization or incorporation, as applicable, of such Borrower, (iii) resolutions of the Board of Directors bylaws, operating agreement or other similar governing body organizational document of each Credit Party approving and authorizing the executionBorrower, delivery and performance (iv) a long-form good standing certificate for each Borrower from its jurisdiction of this Eighth Amendment and the agreements executed and documents delivered in connection herewithorganization or incorporation, certified as of the Eight Amendment Effective Date applicable. i. The Administrative Agent shall have received a certificate signed by a Responsible Officer of each Credit Party Borrower, dated as being of the Fifth Amendment Effective Date, and in full force form and effect without modification substance reasonably satisfactory to it, certifying (i) that the conditions specified in this Section 20 have been satisfied, and (ii) that there has been no event or amendmentcircumstance since December 31, 2017, that has had or that could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. j. The Administrative Agent shall have received, in respect of the Term Loan, a completed Notice of Borrowing. k. All necessary consents and approvals to authorize this Amendment shall have been obtained by the applicable Loan Parties; l. No Default or Event of Default shall have occurred and be continuing; m. After giving effect to this Amendment, each of the representations and warranties made by each Loan Party herein and in the Credit Agreement and the other Loan Documents (ivi) a good standing certificate from that is qualified by materiality shall be true and correct, and (ii) that is not qualified by materiality, shall be true and correct in all material respects, in each case, on and as of the applicable Governmental Authority date hereof, as though made on such date, except to the extent any such representation and warranty expressly relates to an earlier date, in which case such representation and warranty shall have been true and correct in all material respects as of each Credit Party’s jurisdiction of formation dated a recent such earlier date; (d) receipt by n. The Administrative Agent shall have received (i) a fully-earned, non-refundable amendment fee in an amount equal to $37,500, and Hermes Agent (ii) all fees, costs and expenses required to be paid on the Fifth Amendment Effective Date pursuant to Section 23 of an acknowledgment from Hermes this Amendment (including the reasonable and documented fees and disbursements of legal counsel required to be paid thereunder which have been invoiced to Borrowers prior to the amendments date hereof); and o. All other documents and legal matters in connection with the transactions contemplated by this Eighth AmendmentAmendment shall have been delivered, which acknowledgment executed, or recorded and shall be in form and substance satisfactory to Administrative Agent and Hermes Agent; (e) receipt by Administrative Agent of reasonably requested “know your customer” materials and documentation; (f) Borrower shall have paid to the Administrative Agent on the Effective DateAgent, for the ratable benefit of the undersigned Lender (constituting all Lenders under the Credit Agreement as of the Effective Date), a work fee in the amount of $100,000; and (g) receipt by Administrative Agent and the undersigned Lender (constituting all Lenders under the Credit Agreement as of the Eighth Amendment Effective Date) of the reimbursement or payment of all reasonable and documented out-of-pocket costs and expenses incurred by it or any of its Affiliates in connection with the preparation, negotiation and execution of this Eighth Amendment or any document, instrument, agreement delivered pursuant to this Eighth Amendment, and all other reasonable and documented costs and expenses of the Administrative Agent described in Section 12.8.1 of the Credit Agreement, to the extent invoiced at least two (2) Business Days prior to the Eighth Amendment Effective Datesole discretion.

Conditions Precedent to Effectiveness. This Eighth Amendment Agreement shall become effective as of on the first date hereof only upon satisfaction of (the “Second Amendment to Second Amended and Restated Credit Agreement Effective Date”) on which all the following conditions precedentare satisfied: (a) The Administrative Agent (or its counsel) shall have received from each party hereto, including Lenders constituting the due execution “Required Revolving Lenders” under and delivery of as defined in the Existing Credit Agreement, a counterpart signature page to of this Eighth Amendment by each signed on behalf of Borrower, Guarantor, the undersigned Lender (constituting all Lenders under the Credit Agreement as of the Eighth Amendment Effective Date), Administrative Agent and Hermes Agent;such party. | (b) receipt by Administrative Agent of a duly executed copy of (i) the New Foresight Energy Secured Credit Agreement, which shall have been amended and restated on terms reasonably satisfactory to Administrative Agent and (ii) such other agreements evidencing the Refinancing as The Administrative Agent shall reasonably request; (c) receipt by Administrative Agent and Hermes Agent have received a reaffirmation agreement in respect of the following, each in form and substance reasonably satisfactory to Administrative Agent: (i) copies of each Organizational Document of each of the Credit Parties, in form and substance reasonably satisfactory to Administrative AgentSecurity Agreement, executed and delivered by each Credit Loan Party and certified as of in form and substance reasonably acceptable to the Execution Date by a Responsible Officer of such Credit Party as being in full force and effect without modification or amendment;Administrative Agent. (iic) signature Both prior to and incumbency certificates after giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing on the Responsible Office of each Second Amendment to Second Amended and Restated Credit Party executing this Eighth Amendment; (iii) resolutions of the Board of Directors or similar governing body of each Credit Party approving and authorizing the execution, delivery and performance of this Eighth Amendment and the agreements executed and documents delivered in connection herewith, certified as of the Eight Amendment Agreement Effective Date by a Responsible Officer of each Credit Party as being in full force and effect without modification or amendment; (iv) a good standing certificate from the applicable Governmental Authority of each Credit Party’s jurisdiction of formation dated a recent date;Date. (d) receipt by Administrative Agent and Hermes Agent of an acknowledgment from Hermes As of the amendments contemplated by Second Amendment to Second Amended and Restated Credit Agreement Effective Date (both prior to and after giving effect to this Eighth Amendment, which acknowledgment ) all representations and warranties contained in Section 3 of this Amendment and in Article 3 of the Existing Credit Agreement shall be true and correct in form all material respects, except that (i) for purposes of this clause (d), the representations and substance satisfactory warranties contained in Section 3.04(a) of the Existing Credit Agreement shall be deemed to Administrative Agent refer to the most recent statements furnished pursuant to clauses (a) and Hermes Agent;(b) (subject, in the case of unaudited financial statements furnished pursuant to clause (b), to year-end audit adjustments and the absence of footnotes), respectively, of Section 5.01 of the Existing Credit Agreement, (ii) to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date and (iii) to the extent that such representations and warranties are already qualified or modified by materiality in the text thereof, they shall be true and correct in all respects. (e) receipt by Administrative Agent of reasonably requested “know your customer” materials The Lenders party hereto and documentation; (f) Borrower shall have paid to the Administrative Agent shall have received on or before the Effective Date, for the ratable benefit of the undersigned Lender (constituting all Lenders under the Second Amendment to Second Amended and Restated Credit Agreement as of the Effective Date), a work fee in the amount of $100,000; and (g) receipt by Administrative Agent and the undersigned Lender (constituting all Lenders under the Credit Agreement as of the Eighth Amendment Effective Date) of the reimbursement or Date payment of all reasonable and documented out-of-pocket costs and expenses incurred required to be reimbursed by it or any of its Affiliates in connection with the preparation, negotiation and execution of this Eighth Amendment or any document, instrument, agreement delivered pursuant to this Eighth Amendment, and all other reasonable and documented costs and expenses of the Administrative Agent described in Section 12.8.1 of the Credit Agreement, to the extent invoiced Borrower for which invoices have been presented at least two (2) Business Days prior to the Eighth Second Amendment to Second Amended and Restated Credit Agreement Effective Date.

Conditions Precedent to Effectiveness. This Eighth Amendment Agreement shall become effective as not be effective, and the Third Restatement Effective Date shall not occur, until the prior or concurrent satisfaction of the date hereof only upon satisfaction each of the following conditions precedent: (a) the due execution and delivery of a counterpart signature page to this Eighth Amendment by each of Borrower, Guarantor, the undersigned Lender (constituting all Lenders under the Credit Agreement as Each of the Eighth Amendment Effective Date), Administrative Agent Third A&R ARKS S&O Agreement and Hermes Agentthe Third A&R BSR S&O Agreement has been executed and is in full force and effect; (b) receipt by Administrative Agent of a duly executed copy of (i) the New Foresight Energy Secured Credit Agreement, which The Parties shall have been amended executed an amendment to the Marketing and restated on terms reasonably Sales Agreement in a form and in substance satisfactory to Administrative Agent and (ii) such other agreements evidencing the Refinancing as Administrative Agent shall reasonably request▇▇▇▇; (c) receipt by Administrative Agent and Hermes Agent of The Parties shall have agreed to the following, each in form and substance reasonably satisfactory to Administrative Agent: (i) copies of each Organizational Document of each of the Credit Parties, in Step-Out Inventory Sales Agreement (which form and substance reasonably satisfactory to Administrative Agent, executed and delivered by each Credit Party and certified is attached hereto as of the Execution Date by a Responsible Officer of such Credit Party as being in full force and effect without modification or amendment; (ii) signature and incumbency certificates of the Responsible Office of each Credit Party executing this Eighth Amendment; (iii) resolutions of the Board of Directors or similar governing body of each Credit Party approving and authorizing the execution, delivery and performance of this Eighth Amendment and the agreements executed and documents delivered in connection herewith, certified as of the Eight Amendment Effective Date by a Responsible Officer of each Credit Party as being in full force and effect without modification or amendment; (iv) a good standing certificate from the applicable Governmental Authority of each Credit Party’s jurisdiction of formation dated a recent dateSchedule R); (d) receipt The S&O Party Guarantee shall have been duly executed and delivered to ▇▇▇▇ in a form and in substance satisfactory to ▇▇▇▇; (e) The Parties shall have entered into the Pledge and Security Agreement in a form and in substance satisfactory to ▇▇▇▇. (f) The Company Parties and ▇▇▇▇ shall have duly executed the Fee Letter; (g) The Parties have prepared and appended hereto a full amended and restated set of Schedules and Exhibits; (h) The Company shall have delivered to ▇▇▇▇ a certificate signed by Administrative Agent and Hermes Agent of an acknowledgment from Hermes the principal executive officer of the amendments contemplated by this Eighth AmendmentCompany certifying as to incumbency, which acknowledgment board approval and resolutions, other matters; (i) The Company shall be have delivered to ▇▇▇▇ an opinion of counsel, in form and substance satisfactory to Administrative Agent ▇▇▇▇, covering such matters as ▇▇▇▇ shall reasonably request, including: good standing; existence and Hermes Agentdue qualification; power and authority; due authorization and execution; enforceability of the Transaction Documents; and no conflicts including with respect to the Existing Financing Agreements; (ej) receipt ▇▇▇▇ shall have received amendments and restatements of the MLP Acknowledgment Agreement, the Company Acknowledgment Agreement, the ARKS Acknowledgment Agreement and the BSR Acknowledgment Agreement, each duly executed by Administrative Agent of all parties thereto, reflecting such updated references and further amendments and modifications as ▇▇▇▇ shall have reasonably requested “know your customer” materials and documentationrequested; (fk) Borrower ▇▇▇▇ shall have paid confirmed to its satisfaction that, as of the Administrative Agent on the Third Restatement Effective Date, for the ratable benefit each of the undersigned Lender Existing Financing Agreements contains provisions that (constituting i) recognize the respective rights and obligations of the Parties under this Agreement and the other Transaction Documents, (ii) confirm that this Agreement, the other Transaction Documents and the transactions contemplated hereby and thereby do not and will not conflict with or violate any terms and conditions of such Existing Financing Agreement and (iii) recognize that ▇▇▇▇ is the owner of Crude Oil and Products to the extent contemplated hereby and by the other Transaction Documents, free and clear of any liens of any lender or other creditor that is party to such Existing Financing Agreement, other than Permitted Liens; (l) ▇▇▇▇ shall have received final approvals from relevant internal committees; (m) To the extent deemed necessary or appropriate by ▇▇▇▇, acknowledgements and/or releases (including without limitation, amendments or termination of UCC financing statements), in form and substance satisfactory to ▇▇▇▇, shall have been duly executed by lenders or other creditors that are party to Existing Financing Agreements, confirming the release of any lien in favor of such lender or other creditor that might apply to or be deemed to apply to any Crude Oil and/or Products of which ▇▇▇▇ is the owner as contemplated by this Agreement and the other Transaction Documents and agreeing to provide ▇▇▇▇ with such further documentation as it may reasonably request in order to confirm the foregoing; (n) The Company shall have delivered to ▇▇▇▇ such other certificates, documents and instruments as may be reasonably necessary to consummate the transactions contemplated herein, including UCC-1 financing statements reflecting ▇▇▇▇ as owner of all Lenders under Crude Oil in the Credit Agreement Crude Storage Tanks and all Products in the Product Storage Tanks on and as of the Third Restatement Effective Date); (o) No action or proceeding shall have been instituted nor shall any action by a Governmental Authority be threatened, a work fee nor shall any order, judgment or decree have been issued or proposed to be issued by any Governmental Authority as of the Third Restatement Effective Date to set aside, restrain, enjoin or prevent the transactions and performance of the obligations contemplated by this Agreement; (p) The Company shall have delivered to ▇▇▇▇ insurance certificates evidencing the effectiveness of the insurance policies set forth on Schedule F; (q) The Company and ▇▇▇▇ have provided to ▇▇▇▇ confirmation, in form and substance satisfactory to ▇▇▇▇, that all other Transaction Documents remain in full force and effect; (r) All representations and warranties of the Company and its Affiliates contained in the amount Transaction Documents shall be true and correct in all material respects on and as of $100,000the Third Restatement Effective Date; and (gs) receipt by Administrative Agent All representations and warranties of ▇▇▇▇ contained in the undersigned Lender (constituting Transaction Documents shall be true and correct in all Lenders under the Credit Agreement material respects on and as of the Eighth Amendment Effective Date) of the reimbursement or payment of all reasonable and documented out-of-pocket costs and expenses incurred by it or any of its Affiliates in connection with the preparation, negotiation and execution of this Eighth Amendment or any document, instrument, agreement delivered pursuant to this Eighth Amendment, and all other reasonable and documented costs and expenses of the Administrative Agent described in Section 12.8.1 of the Credit Agreement, to the extent invoiced at least two (2) Business Days prior to the Eighth Amendment Third Restatement Effective Date.

Conditions Precedent to Effectiveness. This Eighth Amendment shall become effective as of the date hereof only upon satisfaction (the “Amendment Effective Date”) on which each of the following conditions precedentshall have been satisfied: (a) The Administrative Agent (or its counsel) shall have received from the due execution Borrower, the Administrative Agent, the Collateral Agent and delivery each Continuing Lender either (i) a counterpart of this Amendment signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy or other electronic transmission of a counterpart signed signature page to of this Eighth Amendment by each Amendment) that such party has signed a counterpart of Borrower, Guarantor, the undersigned Lender (constituting all Lenders under the Credit Agreement as of the Eighth Amendment Effective Date), Administrative Agent and Hermes Agent;this Amendment. (b) receipt by The Administrative Agent of a duly executed copy shall have received favorable written opinions (addressed to the Administrative Agent and the Continuing Lenders and dated the Amendment Effective Date) of (i) ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel for the New Foresight Energy Secured Credit AgreementBorrower, which shall have been amended and restated on terms reasonably satisfactory to Administrative Agent and (ii) such other agreements evidencing the Refinancing as Administrative Agent shall reasonably request; (c) receipt by Administrative Agent and Hermes Agent General Counsel, an Associate General Counsel or Senior Legal Counsel of the followingBorrower, in each case in form and substance reasonably satisfactory to the Administrative Agent: (i) copies of each Organizational Document of each of Agent and its counsel, and covering such other matters relating to the Credit Parties, the Credit Documents or the transactions contemplated hereby as the Administrative Agent or the Majority Lenders shall reasonably request. (c) The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of each Credit Party, the authorization by the Credit Parties of the transactions contemplated hereby and any other legal matters relating to the Borrower, the other Credit Parties, the Credit Documents or the transactions contemplated hereby, all in form and substance reasonably satisfactory to the Administrative Agent, executed Agent and delivered by each Credit Party and certified as of the Execution Date by a Responsible Officer of such Credit Party as being in full force and effect without modification or amendment; (ii) signature and incumbency certificates of the Responsible Office of each Credit Party executing this Eighth Amendment; (iii) resolutions of the Board of Directors or similar governing body of each Credit Party approving and authorizing the execution, delivery and performance of this Eighth Amendment and the agreements executed and documents delivered in connection herewith, certified as of the Eight Amendment Effective Date by a Responsible Officer of each Credit Party as being in full force and effect without modification or amendment; (iv) a good standing certificate from the applicable Governmental Authority of each Credit Party’s jurisdiction of formation dated a recent date;its counsel. (d) receipt by The Administrative Agent and Hermes Agent of an acknowledgment from Hermes shall have received all interest accrued for the accounts of the amendments contemplated by Continuing Lenders to the Amendment Effective Date under the Pre-Amendment Credit Agreement and all fees and other amounts due and payable in connection with the effectiveness of this Eighth Amendment, which acknowledgment shall be in form and substance satisfactory to Administrative Agent and Hermes Agent; (e) receipt by Administrative Agent of reasonably requested “know your customer” materials and documentation; (f) Borrower shall have paid including, to the Administrative Agent on the Effective Dateextent invoiced, for the ratable benefit of the undersigned Lender (constituting all Lenders under the Credit Agreement as of the Effective Date), a work fee in the amount of $100,000; and (g) receipt by Administrative Agent and the undersigned Lender (constituting all Lenders under the Credit Agreement as of the Eighth Amendment Effective Date) of the reimbursement or payment of all reasonable and documented out-of-pocket costs expenses required to be reimbursed or paid by the Borrower hereunder. (e) Each Non-Continuing Lender shall have received payment in full of the principal of and expenses incurred interest accrued on each Loan made by it or under the Pre-Amendment Credit Agreement and outstanding on the Amendment Effective Date (including any of its Affiliates in connection with break funding payments payable by the preparation, negotiation and execution of this Eighth Amendment or any document, instrument, agreement delivered pursuant to this Eighth Amendment, and all other reasonable and documented costs and expenses Borrower under Section 2.12 of the Administrative Agent described in Section 12.8.1 Pre-Amendment Credit Agreement to such Non-Continuing Lender as a result of the Credit Agreementtransactions contemplated by Section 3 hereof; provided, however, that no such break funding payments shall be payable with respect to the extent invoiced at least two portion of such Loans that does not exceed the amount to be assigned to such Non-Continuing Lender (2or to any Affiliate of such Non-Continuing Lender) Business Days prior as set forth in Schedule I to the Eighth Master Consent to Assignment, dated the Amendment Effective Date, delivered by the Borrower to JPMorgan Chase Bank, N.A.). (f) The Administrative Agent shall have received the results of a search of the Uniform Commercial Code (or equivalent) filings or registrations made with respect to the Credit Parties in the jurisdictions referred to in paragraph 1 of the Perfection Certificate delivered on February 9, 2017 (the “2017 Perfection Certificate”) and copies of the financing statements (or similar documents) disclosed by such search. (g) The Administrative Agent shall have received a certificate signed by a Financial Officer certifying (i) as to the matters referred to in Sections 4(b) and 4(c) hereof and (ii) that the 2017 Perfection Certificate is true and correct in all material respects as of December 31, 2016. (h) The Administrative Agent shall have received from the Borrower and each Subsidiary Guarantor (other than the Excluded Subsidiaries and the Consent Subsidiaries) a counterpart of the Reaffirmation Agreement, substantially in the form of Exhibit A hereto (the “2017 Reaffirmation Agreement”), duly executed and delivered on behalf of the Borrower or such Subsidiary as a Guarantor and (in the case of each Subsidiary that is a Grantor under the Guarantee and Collateral Agreement or a Canadian Grantor under any Canadian Security Agreement) a

Conditions Precedent to Effectiveness. This Eighth The parties hereto agree that this Amendment shall become not be effective as until the satisfaction of the date hereof only upon satisfaction each of the following conditions precedent: (a) the due execution and delivery of a counterpart signature page to this Eighth Amendment by each of Borrower, Guarantor, the undersigned Lender (constituting all Lenders under the Credit Agreement as of the Eighth Amendment Effective Date), Administrative Agent shall have received a copy of this Amendment duly completed, executed and Hermes Agentdelivered by the Borrower and the other Loan Parties; (b) receipt by Administrative Agent of a duly executed copy of (i) the New Foresight Energy Secured Credit Agreement, which shall have been amended and restated on terms reasonably satisfactory to Administrative Agent and (ii) such other agreements evidencing the Refinancing as Administrative Agent shall reasonably request; (c) receipt by Administrative Agent and Hermes Agent receive evidence of concurrent consummation of a related amendment to the following, each in form and substance reasonably satisfactory to Administrative Agent: (i) copies of each Organizational Document of each of the Credit Parties, in form and substance reasonably satisfactory to Administrative Agent, executed and delivered by each Credit Party and certified as of the Execution Date by a Responsible Officer of such Credit Party as being in full force and effect without modification or amendment; (ii) signature and incumbency certificates of the Responsible Office of each Credit Party executing this Eighth Amendment; (iii) resolutions of the Board of Directors or similar governing body of each Credit Party approving and authorizing the execution, delivery and performance of this Eighth Amendment and the agreements executed and documents delivered in connection herewith, certified as of the Eight Amendment Effective Date by a Responsible Officer of each Credit Party as being in full force and effect without modification or amendment; (iv) a good standing certificate from the applicable Governmental Authority of each Credit Party’s jurisdiction of formation dated a recent date; (d) receipt by Administrative Agent and Hermes Agent of an acknowledgment from Hermes of the amendments contemplated by this Eighth AmendmentU.S. Cellular Revolving Loan Facility, which acknowledgment shall be in form and substance satisfactory reasonably acceptable to the Administrative Agent; (c) the Administrative Agent shall receive evidence of concurrent consummation of a related amendment to the U.S. Cellular Term Loan Facility, which shall be in form and Hermes substance reasonably acceptable to the Administrative Agent; (d) the Administrative Agent shall receive evidence of concurrent consummation of a related amendment to the Revolving Loan Facility, which shall be in form and substance reasonably acceptable to the Administrative Agent; (e) receipt by the Administrative Agent shall receive evidence of concurrent consummation of a related amendment to the Senior Term Loan Credit Agreement, dated as of December 9, 2021, among U.S. Cellular, Toronto Dominion (Texas) LLC, as the administrative agent, and the lenders party thereto, which shall be in form and substance reasonably requested “know your customer” materials and documentationacceptable to the Administrative Agent; (f) Borrower the Administrative Agent shall have paid receive evidence of concurrent consummation of a related amendment to the Credit Agreement, dated as of December 17, 2021, among U.S. Cellular, the lenders party thereto, Citibank, N.A., as administrative agent, and Export Development Canada, as a mandated lead arranger and a lender, which shall be in form and substance reasonably acceptable to the Administrative Agent on the Effective Date, for the ratable benefit of the undersigned Lender (constituting all Lenders under the Credit Agreement as of the Effective Date), a work fee in the amount of $100,000; andAgent; (g) receipt by the Administrative Agent and the undersigned Lender (constituting all Lenders under the Credit Agreement as of the Eighth Amendment Effective Date) of the reimbursement or shall have received payment of all reasonable and documented out-of-pocket costs invoiced out‑of‑pocket fees and expenses incurred by it or any of the Administrative Agent and its Affiliates (including the reasonable and invoiced fees, charges and disbursements of a single counsel for the Administrative Agent in reasonable detail, and one local counsel in each relevant jurisdiction), in connection with the preparation, negotiation negotiation, execution, delivery and execution administration of this Eighth Amendment; and (h) each of the representations and warranties made in this Amendment shall be true and correct in all material respects (or, to the extent any such representation or any documentwarranty is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) on and as of the Amendment Effective Date (as defined below), instrumentboth before and after giving effect to the amendments contemplated by this Amendment as if such representations and warranties were being made on and as of the Amendment Effective Date, agreement delivered except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, and the representations and warranties contained in subsections (a) and (b) of Section 5.05 of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to this Eighth Amendmentsubsections (a) and (b), and all other reasonable and documented costs and expenses respectively, of the Administrative Agent described in Section 12.8.1 6.01 of the Credit Agreement, to the extent invoiced at least two (2) Business Days prior to the Eighth Amendment Effective Date.

Conditions Precedent to Effectiveness. This Eighth Amendment The effectiveness of this Agreement and the obligations of each Term Lender and Revolving Credit Lender to fund its respective Loans shall become effective as of be subject to the date hereof only upon satisfaction of the following conditions precedent:precedent (the first Business Day on which such conditions precedent are so satisfied, the “Closing Date”): (a) the due execution The Agent shall have received duly executed counterparts of this Agreement and delivery of a counterpart signature page to this Eighth Amendment by each of the other Loan Documents requested by the Agent from Holdings, the Borrower, Guarantoreach other Loan Party party thereto, the undersigned each Lender (constituting all Lenders under the Credit Agreement and Issuing Bank as of the Eighth Amendment Effective Date), Administrative Agent Closing Date and Hermes the Agent;. (b) receipt by Administrative Agent of a duly executed copy of (i) the New Foresight Energy Secured Credit Agreement, which shall have been amended and restated on terms reasonably satisfactory to Administrative Agent and (ii) such other agreements evidencing the Refinancing as The Administrative Agent shall reasonably request; (c) receipt by Administrative Agent and Hermes Agent of have received on or before the Closing Date the following, each in form and substance reasonably satisfactory to Administrative Agent: (i) copies of each Organizational Document of each of the Credit Parties, in form and substance reasonably satisfactory to Administrative Agent, executed the Agent and delivered by (except for any Notes) in sufficient copies for each Credit Party and certified as Lender: (i) A certificate of the Execution Secretary or Assistant Secretary of each Loan Party dated the Closing Date by and certifying (A) that attached thereto is a Responsible Officer true and complete copy of the by-laws (or comparable organizational document) of such Credit Loan Party as being in full force effect on the Closing Date and effect without modification or amendment; (ii) signature and incumbency certificates at all times since a date prior to the date of the Responsible Office resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of each Credit Party executing this Eighth Amendment; (iii) resolutions of duly adopted by the Board of Directors (or similar comparable governing body body) of each Credit such Loan Party approving and authorizing the execution, delivery and performance of this Eighth Amendment the Loan Documents to which such Loan Party is a party and, in the case of the Borrower, the Borrowing under the Facilities, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the agreements executed certificate or articles of incorporation (or comparable organizational document) of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (iii) below and documents (D) as to the incumbency and specimen signature of each Responsible Officer executing any Loan Document or any other document delivered in connection herewithherewith on behalf of such Loan Party. (ii) A certificate of another Responsible Officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (i) above. (iii) Certified copies of the certificate or articles of incorporation (or comparable organizational document), including all amendments thereto, of each Loan Party as in effect on the Closing Date, certified as of a recent date by the Eight Amendment Effective Date by Secretary of State (or comparable entity) of the jurisdiction of its organization, and a Responsible Officer certificate as to the good standing (where such concept is applicable) of each Credit Loan Party as being in full force and effect without modification of a recent date, from such Secretary of State (or amendment;comparable authority). (iv) A favorable opinion of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, counsel for Holdings, the Borrower and the other Loan Parties, dated as of the Closing Date, addressed to the Administrative Agent, each Collateral Agent, the Issuing Bank and each Lender in form and substance reasonably satisfactory to the Agent and covering such other matters relating to the Loan Documents and the Transactions as the Agent shall reasonably request, and each of Holdings and the Borrower hereby requests such counsel to deliver such opinion. (v) Any Notes, to the extent requested at least three Business Days prior to the Closing Date by any Lender pursuant to Section 2.16. (c) The Administrative Agent shall have received a good standing certificate from Notice of Borrowing as required under Section 2.02 and in the applicable Governmental Authority of each Credit Party’s jurisdiction of formation dated a recent date;form attached hereto as Exhibit B. (d) receipt by The Administrative Agent shall have received a solvency certificate from a Financial Officer of each of Holdings and Hermes Agent of an acknowledgment from Hermes the Borrower in the form attached hereto as Exhibit F-1 and Exhibit F-2, respectively. (e) The Spinco Internal Reorganization and the Spinco Transfer shall be consummated in all material respects substantially concurrently with the initial funding of the amendments contemplated Spinco Facilities in all material respects in accordance with the Spinco Separation Agreement and the Acquisition Agreement, and the Spinco Distribution and the Spinco Acquisition (and the Spinco Merger) shall have been consummated, or shall be consummated substantially contemporaneously with the initial funding under the Facilities, in all material respects in accordance with the Spinco Separation Agreement and the Acquisition Agreement (in each case without (i) any waiver of a closing condition by this Eighth AmendmentHoldings or any of its Affiliates, which acknowledgment (ii) any waiver of any kind (other than a waiver of the type described in the foregoing clause (i)) by any Person or (iii) any amendment, modification or supplement thereof by any Person or any consent or election thereunder by any Person (any one of the foregoing, a “Modification”) that, in any such case, is material and adverse to the Arrangers or the Lenders (in each case, in their capacities as such) without the prior written consent of the Arrangers) (it being understood and agreed that any Modification that results in (y) any increase in the amount of the Borrower Special Dividend from $1,029,210,261 shall be deemed to be materially adverse to the Lenders and the Arrangers or (z) an increase in the amount of the Spinco Special Cash Payment of greater than 10% from $1,800,000,000 shall be deemed to be materially adverse to the Lenders and the Arrangers). The Acquisition Agreement, the Spinco Separation Agreement and all other related documentation shall be in form and substance reasonably satisfactory to the Arrangers; provided that (x) the Acquisition Agreement provided to the Arrangers on January 26, 2016 is satisfactory to the Arrangers and (y) the Spinco Separation Agreement provided to the Arrangers on January 26, 2016 is satisfactory to the Arrangers. The Acquisition Agreement Representations shall be true and correct and the Specified Representations shall be true and correct in all material respects (or in all respects if separately qualified by materiality or Material Adverse Effect). The Administrative Agent shall have received a certificate, dated the Closing Date, from a Financial Officer of each of Holdings and Hermes Agent; (e) receipt by Administrative Agent of reasonably requested “know your customer” materials and documentation;the Borrower certifying compliance with this Section 3.01(e). (f) All fees required to be paid by Holdings and the Borrower shall have paid hereunder or as separately agreed by Holdings or the Borrower and any of the Arrangers or the Lenders, in each case on or prior to the Administrative Agent on the Effective Closing Date, for the ratable benefit of the undersigned Lender (constituting all Lenders under the Credit Agreement as of the Effective Date), a work fee in the amount of $100,000; and (g) receipt by Administrative Agent and the undersigned Lender (constituting all Lenders under the Credit Agreement as of the Eighth Amendment Effective Date) of the reimbursement or payment of all reasonable and documented out-of-pocket costs and expenses incurred by it or any of its Affiliates in connection with the preparation, negotiation and execution of this Eighth Amendment or any document, instrument, agreement delivered pursuant to this Eighth Amendment, and all other reasonable and documented costs and expenses of the Administrative Agent described in Section 12.8.1 of the Credit Agreement, to the extent invoiced at least two (2) three Business Days prior to the Eighth Amendment Effective Closing Date, all invoiced expenses of the Agent and the Arrangers relating hereto (including those of counsel to the Agent and the Arrangers), shall have in each case been paid (which amounts may be offset against the proceeds of the Loans on the Closing Date). (g) All Indebtedness and any other amounts due or outstanding under the Existing Credit Agreement shall have been, or substantially contemporaneously with the initial funding under the Facilities shall be, repaid in full, all commitments in respect thereof shall have been terminated and all guarantees thereof (if any) and security therefor (if any) discharged and released. After giving effect to the Transactions and the other transactions contemplated hereby, Holdings and the Restricted Subsidiaries (including the Acquired Business) shall not have any outstanding Indebtedness for borrowed money or preferred stock other than the Indebtedness under the Facilities and the Spinco Facilities, (b) the Borrower’s 7.125% Notes due 2032, the Borrower’s 5.50% Notes due 2033, the 2020 Notes and the 2040 Notes. (h) Since December 31, 2015, there shall not have occurred any Spinco Material Adverse Effect. (i) The initial funding under the Spinco Facilities shall have been consummated prior to, or shall be consummated substantially contemporaneously with, the initial funding under the Facilities. (j) The Agent and the Arrangers shall have received: (a)(i)audited Consolidated balance sheets and related statements of income, comprehensive income, stockholders’ equity and cash flows of Holdings and the Subsidiaries for the fiscal years ended January 31, 2014, January 30, 2015 and January 1, 2016, and (ii) unaudited Consolidated balance sheets and related statements of income, comprehensive income and cash flows of Holdings and the Subsidiaries for each fiscal quarter (other than any fourth fiscal quarter) ended after January 1, 2016 and at least 45 days prior to the Closing Date; (b)(i) the Spinco Audited Financial Statements (as defined in the Acquisition Agreement) and (ii) the unaudited combined and Consolidated financial statements, including the combined and Consolidated balance sheets and the combined and Consolidated statements of earnings, cash flows and parent equity, of (x) the Spinco Business and (y) Spinco (before giving effect to the Spinco Internal Reorganization and the Spinco Transfer) for each fiscal quarter ended after December 31, 2015 (other than any fourth fiscal quarter) and at least 50 days prior to the Closing Date (or, in the case of the first fiscal quarter ended in 2016, 55 days), and (c) a pro forma Consolidated balance sheet and related pro forma Consolidated statement of income of Holdings and the Restricted Subsidiaries as of, and for the twelve-month period ending on, the last day of the most recently completed four-fiscal quarter period for which financial statements of Holdings pursuant to clause (a) above has been delivered, in each case prepared after giving effect to the Transactions as if the Transactions had occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of such income statement); and (iv) all other financial, marketing and other information reasonably requested by any Arranger and customarily provided by borrowers in the preparation of the Information Memorandum. (k) The Agent and the Arrangers shall have received, at least three Business Days prior to the Closing Date, all documentation and other information with respect to the Loan Parties required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act, to the extent requested in writing at least ten Business Days prior to the Closing Date by the Agent or the Arrangers. (l) Each Collateral Agent shall have received a Perfection Certificate with respect to the Loan Parties dated the Closing Date and duly executed by a Responsible Officer of each of Holdings and the Borrower. (m) The Security and Guarantee Documents shall have been duly executed by each Loan Party that is to be a party thereto and shall be in full force and effect on the Closing Date. The applicable Collateral Agent, on behalf of the applicable Secured Parties, shall have a perfected first priority security interest in the Collateral (subject to applicable Liens permitted under Section 6.01 of this Agreement) described in each Security and Guarantee Document. (n) Each document (including any UCC financing statements but excluding any Mortgages) required by the Security and Guarantee Documents or under applicable law or reasonably requested by any Collateral Agent to be filed, registered or recorded in order to create in favor of any Collateral Agent, for the benefit of the Lenders and the other Secured Parties, a perfected Lien on the Collateral described therein, prior and superior in right to any other person (subject to applicable Liens permitted under Section 6.01 of this Agreement), shall have been filed, registered or recorded or delivered to the applicable Collateral Agent in proper form for filing, registration or recordation. On or prior to the Closing Date, the applicable Collateral Agent shall have received all Pledged Collateral (as defined in the Guarantee and Collateral Agreement) required to be delivered to such Collateral Agent pursuant to the Guarantee and Collateral Agreement, together with undated proper instruments of assignment duly executed by the applicable Loan Party in blank and such other instruments or documents as such Collateral Agent may reasonably request. (o) Other than as set forth in Section 5.12, (i) each of the Security and Guarantee Documents, in form and substance reasonably satisfactory to the Lenders, relating to each of the Mortgaged Properties shall have been duly executed by the parties thereto and delivered to the applicable Collateral Agent and shall be in full force and effect, (ii) each of such Mortgaged Properties shall not be subject to any Lien other than those permitted under Section 6.01 of this Agreement, (iii) if applicable, each such Security and Guarantee Document shall have been filed and recorded in the recording office as specified in the Perfection Certificate (or a lender’s title insurance policy, in form and substance reasonably acceptable to such Collateral Agent, insuring such Security and Guarantee Document as a first lien on such Mortgaged Property (subject to applicable Liens permitted under Section 6.01 of this Agreement) shall have been received by such Collateral Agent) and, in connection therewith, such Collateral Agent shall have received evidence reasonably satisfactory to it of each such filing and recordation and (iv) such Collateral Agent shall have received such other documents, including a policy or policies of title insurance issued by a nationally recognized title insurance company, together with such endorsements, coinsurance and reinsurance as may be reasonably requested by such Collateral Agent and the Lenders, insuring the Mortgages as valid first liens on the Mortgaged Properties, free of Liens other than Permitted Liens, together with such surveys, abstracts, appraisals and legal opinions required to be furnished pursuant to the terms of the Mortgages or as reasonably requested by such Collateral Agent or the Lenders. Notwithstanding the foregoing, if, after the use by the Loan Parties of commercially reasonable efforts to cause the conditions relating to the collateral and guarantee matters set forth in Section 3.01(n) and Section 3.01(o) above to be satisfied as of the Closing Date (other than any Collateral the security interest in which may be perfected by the filing of a UCC financing statement or the delivery of certificates representing such Equity Interests of the Borrower, together with stock powers or other instruments of transfer with respect thereto endorsed in blank and the security agreement giving rise to the security interest therein), such conditions shall not be a condition precedent to the effectiveness of this Agreement on the Closing Date, but shall be accomplished as promptly as practicable after the Closing Date and in any event within any applicable period specified on Schedule 5.12 (which shall be no later than the date that is 90 days following the Closing Date, unless a later date is otherwise agreed to by the Agent in its reasonable discretion). Without limiting the generality of the provisions of Section 8.03, for purposes of determining compliance with the conditions specified in this Section 3.01, each Lender as of the Closing Date shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received written notice from such Lender prior to the Closing Date specifying its objection thereto.

Conditions Precedent to Effectiveness. This Eighth Seventh Amendment shall become effective as of the date hereof only upon satisfaction of the following conditions precedent: (a) the due execution and delivery of a counterpart signature page to this Eighth Seventh Amendment by each of Borrower, Guarantor, the undersigned Lender (constituting all Lenders under the Credit Agreement as of the Eighth Amendment Effective Date), Administrative Agent and Hermes Agent; (b) receipt by Administrative Agent of a duly executed copy of (i) the New A&R Foresight Energy Secured Credit Agreement, which shall have been amended and restated on terms reasonably satisfactory to Administrative Agent and (ii) such other agreements evidencing the Refinancing Restructuring as Administrative Agent shall reasonably request; (c) Borrower and Collateral Agent shall have entered into an amendment to the Security Agreement, substantially in the form of Exhibit D (the “Security Agreement Amendment”); (d) receipt by Administrative Agent of reasonably requested “know your customer” materials and documentation; (e) Borrower shall have prepared for filing on the Effective Date a UCC-3 amendment to UCC financing statement number 2010 3626961 amending the collateral description therein to conform to the Security Agreement Amendment, which UCC-3 amendment shall be in form and substance satisfactory to the Administrative Agent and Collateral Agent; (f) receipt by Administrative Agent and Hermes Agent of the following, each in form and substance reasonably satisfactory to Administrative Agent: (i) copies of each Organizational Document of each of the Credit Parties, in form and substance reasonably satisfactory to Administrative Agent, executed and delivered by each Credit Party and certified as of the Execution Date by a Responsible Officer of such Credit Party as being in full force and effect without modification or amendment; (ii) signature and incumbency certificates of the Responsible Office of each Credit Party executing this Eighth Seventh Amendment; (iii) resolutions of the Board of Directors or similar governing body of each Credit Party approving and authorizing the execution, delivery and performance of this Eighth Seventh Amendment and the agreements executed and documents delivered in connection herewith, certified as of the Eight Amendment Effective Date by a Responsible Officer of each Credit Party as being in full force and effect without modification or amendment;; and (iv) a good standing certificate from the applicable Governmental Authority of each Credit Party’s jurisdiction of formation dated a recent date; (dg) receipt by Administrative Agent of evidence of insurance coverage for Borrower and the Sugar Camp Mine satisfying the requirements of the Transaction Documents, which insurance shall name Administrative Agent as lender loss payee and additional insured thereunder (solely with respect to policies insuring Collateral, as defined in the Security Agreement), and shall otherwise be in form and substance reasonably satisfactory to Administrative Agent, together with evidence that such policy or policies are in full force and effect; (h) receipt by Administrative Agent and the undersigned Lender (constituting all Lenders under the Credit Agreement as of the Effective Date) of the reimbursement or payment of all reasonable and documented out-of-pocket costs and expenses incurred by it or any of its Affiliates in connection with the preparation, negotiation and execution of this Seventh Amendment or any document, instrument, agreement delivered pursuant to this Seventh Amendment or otherwise in connection with the Specified Defaults, and all other reasonable and documented costs and expenses of the Administrative Agent described in Section 12.8.1 of the Credit Agreement, to the extent invoiced at least two (2) Business Days prior to the Effective Date; (i) receipt by Administrative Agent and Hermes Agent of an acknowledgment from the written consent of Hermes to the amendment of the amendments contemplated by this Eighth AmendmentHermes Export Credit Guarantee Documents to reduce the repayment period described therein to reflect the advancement of the Maturity Date set forth in Section 3 herein, which acknowledgment written consent shall be in form and substance satisfactory to Administrative Agent and Hermes Agent; (e) receipt by Administrative Agent of reasonably requested “know your customer” materials and documentation; (fj) Borrower shall have paid to the Administrative Agent on the Effective Date, for the ratable benefit of the undersigned Lender (constituting all Lenders under the Credit Agreement as of the Effective Date), a work fee in the amount of $100,00010,000; (k) Borrower shall have paid to the Administrative Agent on or prior to the Effective Date, $125,000, which amount is the amount of administrative agency fees due and owing to the Administrative Agent as of the Effective Date pursuant to Section 5.2 of the Credit Agreement and the Fee Letter; and (gl) receipt by Borrower shall have paid to the Administrative Agent and on the Effective Date, for the ratable benefit of the undersigned Lender (constituting all Lenders under the Credit Agreement as of the Eighth Amendment Effective Date) ), the estimated amount of the reimbursement or payment of all reasonable and documented out-of-pocket costs and expenses Fixed Interest Rate Breakage Costs to be incurred by it or any of its Affiliates such Lender in connection with the preparation, negotiation and execution of this Eighth Amendment or any document, instrument, agreement delivered pursuant to this Eighth Seventh Amendment, and all other reasonable and documented costs and expenses of as notified by the Administrative Agent described in Section 12.8.1 of the Credit Agreement, to the extent invoiced at least Borrower on or before the second Business Day prior to the Effective Date (it being understood by Borrower and the Administrative Agent that within two (2) Business Days prior following the Effective Date, Borrower shall pay to the Eighth Administrative Agent the excess, if any, of the actual amount of one hundred percent (100%) of the Fixed Interest Rate Breakage Costs incurred by such Lender in connection with this Seventh Amendment Effective Dateover such estimated amount, or, if such estimated amount exceeds the actual amount thereof, the Administrative Agent shall refund the amount of such excess to the Borrower.

Conditions Precedent to Effectiveness. This Eighth Amendment shall become effective as of on the date hereof only upon satisfaction of (the “Effective Date”) provided that the following conditions precedentprecedent have been satisfied: (a1) the due execution and delivery of a counterpart signature page Parent Borrower, the Guarantors, all Continuing Lenders (constituting Required Lenders, as determined immediately prior to giving effect to this Eighth Amendment by each of Borrower, Guarantorand the transactions contemplated under Article V hereof), the undersigned Lender (constituting all New Lenders under and the Credit Agreement as of the Eighth Amendment Effective Date), Administrative Agent and Hermes have each delivered a duly executed counterpart of this Amendment to the Administrative Agent; (2) the Administrative Agent shall be satisfied that all conditions set forth in Subsections 6.2(a) and (b) receipt by of the Credit Agreement are satisfied and shall have received from the Parent Borrower a certificate of a Responsible Officer of the Parent Borrower confirming the same; (3) the Administrative Agent of a duly executed copy of shall have received (i) a copy of the New Foresight Energy Secured Credit Agreementcertificate or articles of incorporation or organization, which shall have been amended including all amendments thereto, of each Loan Party, certified, if applicable, by the Secretary of State of the state of its incorporation or organization, and restated on terms reasonably satisfactory a certificate as to Administrative Agent the good standing (where relevant) of each Loan Party as of a recent date, from such Secretary of State or similar Governmental Authority and (ii) such other agreements evidencing the Refinancing as Administrative Agent shall reasonably request; (c) receipt by Administrative Agent and Hermes Agent a certificate of the following, each in form and substance reasonably satisfactory to Administrative Agent: (i) copies of each Organizational Document of each of the Credit Parties, in form and substance reasonably satisfactory to Administrative Agent, executed and delivered by each Credit Party and certified as of the Execution Date by a Responsible Officer of each Loan Party dated the Effective Date and certifying (A) that attached thereto is a true and complete copy of the by-laws or operating (or limited liability company) agreement of such Credit Loan Party as being in full force effect on the Effective Date, (B) that attached thereto is a true and effect without modification complete copy of resolutions duly adopted by the board of directors (or amendment; (iiequivalent governing body) signature and incumbency certificates of the Responsible Office of each Credit such Loan Party executing this Eighth Amendment; (iii) resolutions of the Board of Directors or similar governing body of each Credit Party approving and authorizing the execution, delivery and performance of this Eighth Amendment the Loan Documents to which such Person is a party, and the agreements executed that such resolutions have not been modified, rescinded or amended and documents delivered in connection herewith, certified as of the Eight Amendment Effective Date by a Responsible Officer of each Credit Party as being are in full force and effect without modification effect, (C) that the certificate or amendmentarticles of incorporation or organization of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer executing any Loan Document on behalf of such Loan Party and countersigned by another officer as to the incumbency and specimen signature of the Responsible Officer executing the certificate pursuant to clause (ii) above; (iv4) a good standing certificate from the applicable Governmental Authority of each Credit Party’s jurisdiction of formation dated a recent date; (d) receipt by Administrative Agent and Hermes Agent of an acknowledgment from Hermes of the amendments contemplated by this Eighth Amendment, which acknowledgment shall be in form and substance satisfactory to Administrative Agent and Hermes Agent; (e) receipt by Administrative Agent of reasonably requested “know your customer” materials and documentation; (f) Borrower shall have paid to the Administrative Agent on the Effective Date, for the ratable benefit of the undersigned Lender (constituting all Lenders under the Credit Agreement as of the Effective Date), a work fee in the amount of $100,000; and (g) receipt by Administrative Agent and the undersigned Lender (constituting all Lenders under the Credit Agreement as of the Eighth Amendment Effective Date) of the reimbursement or payment of shall have been paid all reasonable and documented out-of-out of pocket costs and expenses incurred by it or any of its Affiliates the Administrative Agent in connection with the preparation, negotiation and execution of this Eighth Amendment or any document, instrument, agreement delivered pursuant to this Eighth Amendment, and all other (including the reasonable and documented costs fees and expenses of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇, LLP, as counsel to the Administrative Agent); (5) the Administrative Agent described in Section 12.8.1 of shall have received executed legal opinions covering such matters as the Credit Agreement, Administrative Agent may reasonably request and otherwise reasonably satisfactory to the extent invoiced at least two Administrative Agent from each of (2i) Business Days prior Debevoise & ▇▇▇▇▇▇▇▇ LLP, counsel to the Eighth Amendment Effective Date.Loan Parties, and (ii) ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & Finger PA, Delaware counsel to the Loan Parties; (6) substantially concurrently with the effectiveness of this Amendment, the Parent Borrower shall have entered into an amendment to its First Lien Credit Agreement to provide for a new $500,000,000 first lien term loan facility;

Conditions Precedent to Effectiveness. This Eighth Amendment shall become effective as As conditions precedent to the Closing Date and the effectiveness of the date hereof only upon satisfaction of the following conditions precedentthis Agreement: (a1) Except to the due execution and delivery of a counterpart signature page extent permitted to this Eighth Amendment by each of Borrower, Guarantorbe delivered after the Closing Date pursuant to Section 7.17, the undersigned Lender (constituting all Lenders under the Credit Agreement as of the Eighth Amendment Effective Date), Administrative Agent and Hermes Agent; (b) receipt by Administrative Agent of a duly executed copy of (i) the New Foresight Energy Secured Credit Agreement, which Borrower Parties shall have been amended and restated on terms reasonably satisfactory delivered or shall have caused to Administrative Agent and (ii) such other agreements evidencing be delivered to the Refinancing as Administrative Agent shall reasonably request; (c) receipt by Administrative Agent and Hermes Agent of the following, each in form and substance reasonably satisfactory to Administrative Agent: (i) copies of each Organizational Document of each of the Credit Parties, in form and substance reasonably satisfactory to the Administrative Agent, the Collateral Agent, the Lenders and their counsel and duly executed (if applicable) by the appropriate Persons (if requested, with sufficient copies for each of the Lenders), each of the following: (A) This Agreement; (B) To the extent requested by any applicable Lender at least three (3) Business Days prior to the Closing Date, a Revolving Loan Note and/or Term Loan Note, as applicable, payable to such Lender; (C) The REIT Guaranty; (D) The Subsidiary Guaranty; (E) The Pledge Agreement; (F) A certificate of the Secretary, Assistant Secretary or other Responsible Officer of each Borrower Party (or such Borrower Party’s general partner, managing member, manager or sole member, if applicable) attaching and delivered by each Credit Party and certifying (i) the Certificate of Limited Partnership, Articles of Incorporation, Articles of Organization, Certificate of Formation or equivalent registered Organizational Document of such Borrower Party, certified as of a recent date by the Execution Date by a Responsible Officer Secretary of State of such Credit Party as being in full force and effect without modification Borrower Party’s state of incorporation or amendment; formation, (ii) signature and incumbency certificates the limited partnership agreement, bylaws, limited liability company agreement or equivalent Organizational Document of the Responsible Office of each Credit Party executing this Eighth Amendment; such Borrower Party, (iii) the resolutions of duly adopted by the Board of Directors of such Borrower Party (or similar governing body the general partner, managing member, manager or sole member of each Credit Party such Borrower Party, if applicable) approving and authorizing the execution, delivery and performance of this Eighth Amendment the Loan Documents on behalf of such Borrower Party, (iv) a certificate of good standing or analogous documentation for such Borrower Party dated as of a recent date from the Secretary of State of such Borrower Party’s state of incorporation or formation and (v) a certificate of incumbency containing the agreements executed name, title and documents delivered in connection herewithtrue signature of each officer of such Borrower Party (or the general partner, certified managing member, manager or sole member of such Borrower Party, if applicable) authorized to sign the Loan Documents to which such Borrower Party is a party on behalf of such Borrower Party; (G) Mortgaged Property Deliverables with respect to each Mortgaged Property; (H) Opinions of counsel for the Borrower Parties dated as of the Eight Amendment Effective Date by Closing Date; (I) From a Responsible Officer of each Credit Party MAC, a Closing Certificate dated as being in full force and effect without modification or amendmentof the Closing Date; (ivJ) a good standing certificate from the applicable Governmental Authority of each Credit Party’s jurisdiction of formation dated a recent date; (d) receipt by Administrative Agent and Hermes Agent of an acknowledgment from Hermes of the amendments contemplated by this Eighth Amendment, which acknowledgment shall be in form and substance Evidence satisfactory to Administrative Agent and Hermes Agent; (e) receipt by Administrative Agent of reasonably requested “know your customer” materials and documentation; (f) Borrower shall have paid to the Administrative Agent that all fees required to be paid by the Borrower on or before the Closing Date have been, or will upon the initial funding of the Loans on the Effective DateClosing Date be, for the ratable benefit of the undersigned Lender (constituting all Lenders under the Credit Agreement as of the Effective Date), a work fee paid in the amount of $100,000; andfull; (gK) receipt by Evidence satisfactory to the Administrative Agent and the undersigned Lender (constituting all Lenders under the Credit Agreement as of the Eighth Amendment Effective Date) of the reimbursement or payment of that all reasonable and documented out-of-pocket costs and expenses incurred by it or any of its Affiliates in connection with the preparation, negotiation and execution of this Eighth Amendment or any document, instrument, agreement delivered pursuant to this Eighth Amendment, and all other reasonable and documented costs and expenses of the Administrative Agent described in Section 12.8.1 Agent, the Collateral Agent, and the Joint Lead Arrangers, including, without limitation, fees of outside counsel and fees of third party consultants and appraisers, required to be paid by the Borrower on or prior to the Closing Date have been, or will upon the funding of the Credit AgreementLoans on the Closing Date be, paid in full; (L) Evidence satisfactory to the Administrative Agent that the certificates representing the shares of Capital Stock pledged pursuant to the Pledge Agreement (to the extent invoiced certificated), together with an undated stock power for each such certificate executed in blank by a Responsible Officer of the pledgor thereof; (M) The results of a recent lien search in each of the material jurisdictions in which Uniform Commercial Code financing statements or other filings or recordations should be made to evidence or perfect security interests in the assets of the Borrower Parties subject to the Security Documents; (N) To the extent reasonably requested by the Administrative Agent in writing at least two five (25) Business Days prior to the Eighth Amendment Effective Closing Date, the Administrative Agent and the Lenders shall have received all documentation and other information about the Borrower Parties required by U.S. regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the PATRIOT Act and the Beneficial Ownership Regulation (including, if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification in relation to the Borrower); (O) A Borrowing Base Certificate demonstrating that the Borrowing Base Amount as of such date will be greater than or equal to the total Revolving Credit Exposures (calculated on a pro forma basis after giving effect to the extensions of credit on the Closing Date) on such date; (P) A duly executed Borrowing Request for each Borrowing on the Closing Date; (Q) Proper financing statements (Form UCC-1 or the equivalent) for filing under the UCC or other appropriate filing offices of each jurisdiction as may be necessary to perfect the security interests purported to be created by the Pledge Agreement; (R) To the extent required by Section 7.8, certificates of insurance, in form and detail reasonably acceptable to the Administrative Agent, describing the types and amounts of insurance (property and liability) maintained by any of the Borrower Parties, in each case naming the Administrative Agent and Collateral Agent as loss payee (with respect to the Mortgaged Properties) or additional insured, as the case may be. (2) All representations and warranties of the Borrower Parties set forth herein and in the other Loan Documents shall be accurate and complete in all material respects as if made on and as of the Closing Date, unless any such representation and warranty speaks as of a particular date, in which case it shall be accurate and complete in all material respects as of such date; provided that, in each case, any representation or warranty that is qualified as to materiality or Material Adverse Effect or similar language shall be true and correct in all respects subject to such qualifiers. (3) There shall not have occurred and be continuing as of the Closing Date any Event of Default or Potential Default. (4) (i) The Refinancing shall have been consummated, or shall be consummated substantially concurrently with the initial funding of the Loans hereunder on the Closing Date and (ii) after giving effect to the Refinancing and the other Transactions on the Closing Date, the Borrower shall have Liquidity of not less than $250,000,000. (5) Since the Statement Date, there shall not have occurred any change, occurrence or development that could reasonably be expected, in the good faith opinion of the Administrative Agent or the Lenders, to have a Material Adverse Effect. The making of the initial Loans by the Lenders hereunder shall conclusively be deemed to constitute an acknowledgement by the Administrative Agent, the Collateral Agent, each Issuing Lender and each Lender that each of the conditions precedent set forth in this Section 5.1 shall have been satisfied in accordance with its respective terms or shall have been irrevocably waived by such Person.

Conditions Precedent to Effectiveness. This Eighth Twelfth Amendment shall become not be effective until each of the following conditions precedent have been fulfilled or waived prior to or concurrently herewith, each to the satisfaction of the Administrative Agent (such date, the “Twelfth Amendment Effective Date”): (a) This Twelfth Amendment shall have been duly executed and delivered by the respective parties hereto, and the Administrative Agent shall have received a counterpart of this Twelfth Amendment signed by each party hereto. (b) The Administrative Agent shall have received (i) a certificate of each Loan Party, dated the on or about the date hereof and executed by a Responsible Officer of such Loan Party, substantially in the form of Exhibit C to the Credit Agreement, with appropriate insertions and attachments, including (A) the Operating Documents of such Loan Party, (B) the relevant board resolutions or written consents of such Loan Party adopted by such Loan Party for the purposes of authorizing such Loan Party to enter into and perform the Loan Documents to which such Loan Party is party and (C) the names, titles, incumbency and signature specimens of those representatives of such Loan Party who have been authorized by such resolutions and/or written consents to execute Loan Documents on behalf of such Loan Party, and (ii) a long form good standing certificate for each Loan Party from its respective jurisdiction of organization. (c) All necessary consents and approvals to this Twelfth Amendment shall have been obtained. (d) No Default or Event of Default shall have occurred and be continuing, after giving effect to the effectiveness of this Twelfth Amendment and the consummation of the transactions contemplated hereby. (e) After giving effect to this Twelfth Amendment and the consummation of the transactions contemplated hereby, the representations and warranties herein and in the Credit Agreement and the other Loan Documents shall be true and correct in all material respects on and as of the date hereof only upon satisfaction of hereof, as though made on such date (except to the following conditions precedent: (a) the due execution and delivery of a counterpart signature page to this Eighth Amendment by each of Borrower, Guarantor, the undersigned Lender (constituting all Lenders under the Credit Agreement as of the Eighth Amendment Effective Date), Administrative Agent and Hermes Agent; (b) receipt by Administrative Agent of a duly executed copy of extent that (i) the New Foresight Energy Secured Credit Agreementsuch representations and warranties relate solely to an earlier date, in which case they shall have been amended be true and restated on terms reasonably satisfactory to Administrative Agent and correct in all material respects (or all respects if clause (ii) below is applicable) as of such earlier date or (ii) such other agreements evidencing representations or warranties are qualified by materiality in the Refinancing as text thereof, in which case they shall be true and correct in all respects). (f) The Administrative Agent shall reasonably request;have received the Collateral Information Certificate, executed by a Responsible Officer of the Borrower. (cg) receipt by The Administrative Agent and Hermes Agent shall have received a certificate signed by a Responsible Officer of the followingBorrower, each dated as of the Closing Date and in form and substance reasonably satisfactory to the Administrative Agent:, certifying (A) that the conditions specified in Sections 5.2(a) and (e) have been satisfied, and (B) that there has been no event or circumstance since January 31, 2022, that has had or that could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. (h) The Administrative Agent and each Lender shall have received, prior to the Twelfth Amendment Effective Date, a Certificate of Beneficial Ownership and all documentation and other information requested to comply with applicable “know your customer” and anti-money-laundering rules and regulations, including the Patriot Act, and a properly completed and signed IRS Form W-8 or W-9, as applicable, for each Loan Party. (i) copies The Administrative Agent shall have received the results of each Organizational Document recent lien searches in any jurisdiction reasonably required by the Administrative Agent, and such searches shall reveal no Liens on any of each the assets of the Loan Parties except for Liens permitted by Section 7.3 or Liens to be discharged on or prior to the Twelfth Amendment Effective Date. (j) The Administrative Agent shall have received insurance certificates satisfying the requirements of Section 6.6 hereof and Section 5.2(b) of the Guarantee and Collateral Agreement, in form and substance satisfactory to the Administrative Agent. (k) The Administrative Agent shall have received the fee letter agreement, dated as of the Twelfth Amendment Effective Date, duly executed by the Borrower. (l) The Administrative Agent shall have received payment of all costs and all reasonable out-of-pocket expenses in connection with the preparation, negotiation, execution and delivery of this Twelfth Amendment and any documents and instruments relating hereto in accordance with Section 10.5 of the Credit Agreement. (m) The Administrative Agent shall have received a Solvency Certificate from the chief financial officer or treasurer of the Borrower. (n) The Administrative Agent shall have received the results of a recent intellectual property search (including searches with the United States Patent and Trademark Office and United States Copyright Office) with respect to the Loan Parties, with the results of such searches to be reasonably satisfactory to the Administrative Agent. (o) The Administrative Agent shall have received executed supplements to each applicable Intellectual Property Security Agreement in form and substance reasonably satisfactory to the Administrative Agent, executed and delivered by each Credit Party and certified as of the Execution Date by a Responsible Officer of such Credit Party as being in full force and effect without modification or amendment; (ii) signature and incumbency certificates of the Responsible Office of each Credit Party executing this Eighth Amendment; (iii) resolutions of the Board of Directors or similar governing body of each Credit Party approving and authorizing the execution, delivery and performance of this Eighth Amendment and the agreements executed and documents delivered in connection herewith, certified as of the Eight Amendment Effective Date by a Responsible Officer of each Credit Party as being in full force and effect without modification or amendment; (iv) a good standing certificate from the applicable Governmental Authority of each Credit Party’s jurisdiction of formation dated a recent date; (d) receipt by Administrative Agent and Hermes Agent of an acknowledgment from Hermes of the amendments contemplated by this Eighth Amendment, which acknowledgment shall be in form and substance satisfactory to Administrative Agent and Hermes Agent; (e) receipt by Administrative Agent of reasonably requested “know your customer” materials and documentation; (f) Borrower shall have paid to the Administrative Agent on the Effective Date, for the ratable benefit of the undersigned Lender (constituting all Lenders under the Credit Agreement as of the Effective Date), a work fee in the amount of $100,000; and (g) receipt by Administrative Agent and the undersigned Lender (constituting all Lenders under the Credit Agreement as of the Eighth Amendment Effective Date) of the reimbursement or payment of all reasonable and documented out-of-pocket costs and expenses incurred by it or any of its Affiliates in connection with the preparation, negotiation and execution of this Eighth Amendment or any document, instrument, agreement delivered pursuant to this Eighth Amendment, and all other reasonable and documented costs and expenses of the Administrative Agent described in Section 12.8.1 of the Credit Agreement, to the extent invoiced at least two (2) Business Days prior to the Eighth Amendment Effective Date.