AMENDMENT NO. 8 TO CREDIT AGREEMENT
This AMENDMENT NO. 8 TO CREDIT AGREEMENT, dated as of January 29, 2021 (this Amendment), among PEABODY ENERGY CORPORATION, a Delaware corporation (the Borrower), the other Reaffirming Parties (as defined below) party hereto, JPMORGAN CHASE BANK, N.A., as administrative agent (as successor to Goldman Sachs Bank USA in its capacity as administrative agent) (in such capacity, the Administrative Agent), and each Revolving Lender (each, a Revolving Lender and collectively, the Revolving Lenders) (such Revolving Lenders, collectively constituting the Required Lenders).
WHEREAS, reference is made to that certain Credit Agreement, dated as of April 3, 2017, among the Borrower, the Administrative Agent and the lenders party thereto from time to time (as amended by that certain Amendment No. 1 to Credit Agreement, dated as of September 18, 2017, that certain Amendment No. 2 to Credit Agreement, dated as of November 17, 2017, that certain Amendment No. 3 to Credit Agreement, dated as of December 8, 2017, that certain Amendment No. 4 to Credit Agreement, dated as of April 11, 2018, that certain Amendment No. 5 to Credit Agreement, dated as of June 27, 2018, the certain Technical Amendment to Credit Agreement, dated as of July 19, 2018, that certain Amendment No. 6 to Credit Agreement, dated as of September 17, 2019, and that certain Amendment No. 7 to Credit Agreement, dated as of September 17, 2019 and as further amended, restated, amended and restated, supplemented or otherwise modified from time to time prior to, but not including, the date hereof, the Existing Credit Agreement, and the Existing Credit Agreement as amended pursuant hereto, the Credit Agreement);
WHEREAS, the Borrower, certain of its Subsidiaries, the Revolving Lenders, the Administrative Agent and certain holders of the Priority Lien Notes due March 31, 2022 have entered into that certain Amended and Restated Transaction Support Agreement, dated as of December 31, 2020 (the TSA), by which the parties thereto have agreed to restructure certain obligations of the Borrower and its Subsidiaries (the Restructuring);
WHEREAS, after the effectiveness of the Amendment and the consummation of each other transaction contemplated by the Restructuring, the Revolving Commitments under the Revolving Facility shall have been terminated and there shall be no Revolving Loans outstanding;
WHEREAS, as a condition to the Restructuring, subject to the satisfaction of the conditions precedent set forth in Section 3 hereof, each of the Administrative Agent, the Revolving Lenders and the Borrower have agreed to amend certain terms of the Existing Credit Agreement as set forth in Section 2 hereof;
WHEREAS, each Loan Party party hereto and Gibraltar Holdings (collectively, the Reaffirming Parties, and each, a Reaffirming Party) expects to realize substantial direct and indirect benefits as a result of this Amendment becoming effective and the consummation of the transactions contemplated hereby and by the TSA and agrees to reaffirm its obligations under the Credit Agreement, the Security Documents, and the other Loan Documents to which it is a party;