AMENDMENT NO. 4 AND CONSENT UNDER SUPERPRIORITY SECURED DEBTOR-IN-POSSESSION CREDIT AGREEMENT

WHEREAS, the parties hereto desire to amend the Existing Credit Agreement as set forth herein;

WHEREAS, Peabody Global Funding, LLC, a Delaware limited liability company and a Subsidiary Guarantor (“Global Funding”), is party as lender to the Intercompany Credit Agreement identified in the Credit Agreement; and

WHEREAS, Global Funding desires to amend Section 7.02(h) of the Intercompany Credit Agreement to permit the consummation of Asset Sales (as defined therein) in an aggregate amount not to exceed $250,000,000 over the life of the Intercompany Credit Agreement (the amendment described in this paragraph, the “Intercompany Credit Agreement Amendment”);

NOW, THEREFORE, the parties hereto agree as follows:

Section 1 Defined Terms; References. Unless otherwise specifically defined herein, each term used herein that is defined in the Credit Agreement has the meaning assigned to such term in the Credit Agreement (or the Existing Credit Agreement, if context so requires). Each reference to “hereof”, “hereunder”, “herein” and “hereby” and each other similar reference and each reference to “this Agreement” and each other similar reference contained in the Existing Credit Agreement shall, after this Amendment and Consent becomes effective, refer to the Credit Agreement as amended hereby. Each reference to the “Credit Agreement” or “thereunder”, “thereof” or “therein” in respect of the Existing Credit Agreement, and each other similar reference, contained in any other Loan Document shall, after this Amendment and Consent becomes effective, similarly refer to the Credit Agreement as amended hereby.

SECTION 2     Amendment to the Existing Credit Agreement.

(a)    Section 6.19(c)(ii) of the Existing Credit Agreement is hereby amended by deleting the words “the date that is one hundred eighty-one (181) days following the Petition Date” and inserting in their place the words “November 23, 2016”.

(b)    Clause (ii) of Section 6.19(d) of the Existing Credit Agreement is hereby amended by deleting the words “two hundred ten (210) days following the Petition Date” and inserting in their place the words “December 14, 2016”.

(c)    Section 6.19(e) of the Existing Credit Agreement is hereby amended by deleting the words “the date that is two hundred seventy (270) days following the Petition Date” and inserting in their place the words “January 31, 2017”.

SECTION 3     Consent under the Existing Credit Agreement. Each Lender party hereto hereby consents to the Intercompany Credit Agreement Amendment (solely to the extent described in the definition of such term in the recitals to this Amendment and Consent) and agrees that no Default or Event of Default under Section 7.17 of the Credit Agreement shall arise solely as a result of such Intercompany Credit Agreement Amendment.

SECTION 4     Governing Law. This Amendment and Consent shall be construed in accordance with and governed by the laws of the State of New York and (to the extent applicable) the Bankruptcy Code.

SECTION 5     Counterparts. This Amendment and Consent may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

SECTION 6     Loan Document. This Amendment and Consent shall constitute a Loan Document.

SECTION 7     Effectiveness. This Amendment and Consent shall become effective on the date (the “Effective Date”) on which the following conditions shall have been satisfied:

(a)    the Agent shall have received from each of the Borrower, the Required Lenders and the Agent a counterpart hereof signed by such party or facsimile or other written confirmation (in form satisfactory to the Agent) that such party has signed a counterpart hereof; and

(b)    the Borrower shall have paid, or caused to be paid, to the Agent for the account of each Lender party hereto a fee in the amount of 0.25% of the principal amount of the Loans held by such Lender on the Effective Date, which fee shall be due and payable on, and subject to the occurrence of, the Effective Date.

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

PEABODY ENERGY CORPORATION, as the Borrower

By: /s/ Walter L. Hawkins Jr.             

Name: Walter L. Hawkins Jr.

Title: Senior Vice President Finance

GUARANTORS:

AMERICAN LAND HOLDINGS OF NEW MEXICO, LLC

COLORADO YAMPA COAL COMPANY, LLC

EL SEGUNDO COAL COMPANY, LLC

FOUR STAR HOLDINGS, LLC

GALLO FINANCE COMPANY, LLC

HAYDEN GULCH TERMINAL, LLC

JUNIPER COAL COMPANY, LLC

MOFFAT COUNTY MINING, LLC

NEW MEXICO COAL RESOURCES, LLC

NM EQUIPMENT COMPANY, LLC

PEABODY AMERICA, LLC

PEABODY COLORADO OPERATIONS, LLC

PEABODY COLORADO SERVICES, LLC

PEABODY NATURAL RESOURCES COMPANY

PEABODY NEW MEXICO SERVICES, LLC

PEABODY ROCKY MOUNTAIN MANAGEMENT SERVICES, LLC

PEABODY ROCKY MOUNTAIN SERVICES, LLC

PEABODY SOUTHWESTERN COAL COMPANY, LLC

PEABODY WILLIAMS FORK MINING, LLC

SENECA PROPERTY, LLC

SOUTHWEST COAL HOLDINGS, LLC

TWENTYMILE COAL, LLC

TWENTYMILE EQUIPMENT COMPANY, LLC

TWENTYMILE HOLDINGS, LLC

AMERICAN LAND DEVELOPMENT, LLC

AMERICAN LAND HOLDINGS OF COLORADO, LLC

AMERICAN LAND HOLDINGS OF ILLINOIS, LLC

AMERICAN LAND HOLDINGS OF INDIANA, LLC

AMERICAN LAND HOLDINGS OF KENTUCKY, LLC

AMERICAN LAND HOLDINGS OF WEST VIRGINIA, LLC

ARID OPERATIONS INC.

BIG RIDGE, INC.

BLACK HILLS MINING COMPANY, LLC

BTU WESTERN RESOURCES, INC.

CABALLO GRANDE, LLC

CASEYVILLE DOCK COMPANY, LLC

CENTRAL STATES COAL RESERVES OF ILLINOIS, LLC

CENTRAL STATES COAL RESERVES OF INDIANA, LLC

CENTURY MINERAL RESOURCES, INC.

COAL RESERVE HOLDING LIMITED LIABILITY COMPANY NO. 1

COALSALES II, LLC

CONSERVANCY RESOURCES, LLC

COTTONWOOD LAND COMPANY

CYPRUS CREEK LAND COMPANY

CYPRUS CREEK LAND RESOURCES, LLC

DYSON CREEK COAL COMPANY, LLC

DYSON CREEK MINING COMPANY, LLC

EMPIRE LAND HOLDINGS, LLC

FALCON COAL COMPANY, LLC

FRANCISCO EQUIPMENT COMPANY, LLC

FRANCISCO LAND HOLDINGS COMPANY, LLC

FRANCISCO MINING, LLC

GOLD FIELDS CHILE, LLC

GOLD FIELDS MINING, LLC

GOLD FIELDS ORTIZ, LLC

HIGHWALL MINING SERVICES COMPANY

HILLSIDE RECREATIONAL LANDS, LLC

HMC MINING, LLC

ILLINOIS LAND HOLDINGS, LLC

INDEPENDENCE MATERIAL HANDLING, LLC

JAMES RIVER COAL TERMINAL, LLC

KAYENTA MOBILE HOME PARK, INC.

KENTUCKY SYNGAS, LLC

KENTUCKY UNITED COAL, LLC

LIVELY GROVE ENERGY, LLC

LIVELY GROVE ENERGY PARTNERS, LLC

MARIGOLD ELECTRICITY, LLC

MIDCO SUPPLY AND EQUIPMENT CORPORATION

MIDWEST COAL ACQUISITION CORP.

MIDWEST COAL RESERVES OF ILLINOIS, LLC

MIDWEST COAL RESERVES OF INDIANA, LLC

MIDWEST COAL RESERVES OF KENTUCKY, LLC

MUSTANG ENERGY COMPANY, L.L.C.

PACIFIC EXPORT RESOURCES, LLC

PEABODY ARCHVEYOR, L.L.C.

PEABODY ARCLAR MINING, LLC

PEABODY ASSET HOLDINGS, LLC

PEABODY BEAR RUN MINING, LLC

PEABODY BEAR RUN SERVICES, LLC

PEABODY CABALLO MINING, LLC

PEABODY CARDINAL GASIFICATION, LLC

PEABODY CHINA, LLC

PEABODY COALSALES, LLC

PEABODY COALTRADE, LLC

PEABODY COALTRADE INTERNATIONAL (CTI), LLC

PEABODY COULTERVILLE MINING, LLC

PEABODY DEVELOPMENT COMPANY, LLC

PEABODY ELECTRICITY, LLC

PEABODY EMPLOYMENT SERVICES, LLC

PEABODY ENERGY GENERATION HOLDING COMPANY

PEABODY ENERGY INVESTMENTS, INC.

PEABODY ENERGY SOLUTIONS, INC.

PEABODY GATEWAY NORTH MINING, LLC

PEABODY GATEWAY SERVICES, LLC

PEABODY GLOBAL FUNDING, LLC

PEABODY HOLDING COMPANY, LLC

PEABODY ILLINOIS SERVICES, LLC

PEABODY INDIANA SERVICES, LLC

PEABODY INTERNATIONAL INVESTMENTS, INC.

PEABODY INTERNATIONAL SERVICES, INC.

PEABODY INVESTMENTS CORP.

PEABODY MAGNOLIA GROVE HOLDINGS, LLC

PEABODY MIDWEST MANAGEMENT SERVICES, LLC

PEABODY MIDWEST MINING, LLC

PEABODY MIDWEST OPERATIONS, LLC

PEABODY MIDWEST SERVICES, LLC

PEABODY MONGOLIA, LLC

PEABODY NATURAL GAS, LLC

PEABODY OPERATIONS HOLDING, LLC

PEABODY POWDER RIVER MINING, LLC

PEABODY POWDER RIVER OPERATIONS, LLC

PEABODY POWDER RIVER SERVICES, LLC

PEABODY POWERTREE INVESTMENTS, LLC

PEABODY RECREATIONAL LANDS, L.L.C.

PEABODY SCHOOL CREEK MINING, LLC

PEABODY SERVICES HOLDINGS, LLC

PEABODY SOUTHWEST, LLC

PEABODY TERMINAL HOLDING COMPANY, LLC

PEABODY TERMINALS, LLC

PEABODY TROUT CREEK RESERVOIR LLC

PEABODY VENEZUELA COAL CORP.

PEABODY VENTURE FUND, LLC

PEABODY WILD BOAR MINING, LLC

PEABODY WILD BOAR SERVICES, LLC

PEABODY WYOMING GAS, LLC

PEABODY WYOMING SERVICES, LLC

PEABODY-WATERSIDE DEVELOPMENT, L.L.C.

PEC EQUIPMENT COMPANY, LLC

PG INVESTMENTS SIX, L.L.C.

POINT PLEASANT DOCK COMPANY, LLC

POND RIVER LAND COMPANY

PORCUPINE PRODUCTION, LLC

PORCUPINE TRANSPORTATION, LLC

RIVERVIEW TERMINAL COMPANY

SAGE CREEK LAND & RESERVES, LLC

SCHOOL CREEK COAL RESOURCES, LLC

SHOSHONE COAL CORPORATION

STAR LAKE ENERGY COMPANY, L.L.C.

SUGAR CAMP PROPERTIES, LLC

THOROUGHBRED GENERATING COMPANY, LLC

THOROUGHBRED MINING COMPANY, L.L.C.

UNITED MINERALS COMPANY, LLC

WEST ROUNDUP RESOURCES, LLC

WILD BOAR EQUIPMENT COMPANY, LLC

WILD BOAR LAND HOLDINGS COMPANY, LLC

By: /s/ James A. Tichenor        

Name: James A. Tichenor

Title: Vice President and Treasurer

BIG SKY COAL COMPANY, as a Guarantor

By: /s/ Michael J. Jasutis        

Name: Michael J. Jasutis

Title: Treasurer

PEABODY SAGE CREEK MINING, LLC, as a Guarantor

By: /s/ Eric J. Baltz         

Name: Eric J. Baltz

Title: Treasurer

 

PEABODY TWENTYMILE MINING, LLC, as a Guarantor

By: /s/ John R. Schwartze        

Name: John R. Schwartze

Title: Treasurer

PEABODY WESTERN COAL COMPANY, as a Guarantor

By: /s/ Douglas D. Loucks        

Name: Douglas D. Loucks

Title: Treasurer

SAGE CREEK HOLDINGS, LLC, as a Guarantor

By: /s/ Mark A. Scimio        

Name: Mark A. Scimio

Title: President

 

SENECA COAL COMPANY, LLC, as a Guarantor

By: /s/ Kurt A. Jones        

Name: Kurt A. Jones

Title: Treasurer

CITIBANK, N.A., as Administrative
Agent

APOLLO TR ENHANCED LEVERED
YIELD LLC,
as a Lender

By: /s/ Joseph D. Glatt    

Name: Joseph D. Glatt

Title: Vice President and Secretary

IVY APOLLO MULTI-ASSET
INCOME FUND
as a Lender

By: /s/ Joseph D. Glatt    

Name: Joseph D. Glatt

Title: Vice President and Secretary

IVY APOLLO STRATEGIC INCOME
FUND
as a Lender

By: /s/ Joseph D. Glatt    

Name: Joseph D. Glatt

Title: Vice President and Secretary

APOLLO FRANKLIN
PARTNERSHIP, L.P.,
as a Lender

By: /s/ Joseph D. Glatt    

Name: Joseph D. Glatt

Title: Vice President and Secretary

APOLLO UNION STREET
PARTNERS, L.P.,
as a Lender

By: /s/ Joseph D. Glatt    

Name: Joseph D. Glatt

Title: Vice President and Secretary

APOLLO LINCOLN PRIVATE CREDIT FUND, L.P.,
as a Lender

By: /s/ Joseph D. Glatt    

Name: Joseph D. Glatt

Title: Vice President and Secretary

APOLLO THUNDER PARTNERS,
L.P.,
as a Lender

By: /s/ Joseph D. Glatt    

Name: Joseph D. Glatt

    Title: Vice President and Secretary

APOLLO A-N CREDIT FUND
    (DELAWARE), L.P.,
    as a Lender

By: /s/ Joseph D. Glatt    

Name: Joseph D. Glatt

Title: Vice President and Secretary

AESI (HOLDINGS) II, L.P.,
as a Lender

By: /s/ Joseph D. Glatt    

Name: Joseph D. Glatt

Title: Vice President and Secretary

APOLLO HERCULES PARTNERS,
L.P.,
as a Lender

By: /s/ Joseph D. Glatt    

Name: Joseph D. Glatt

Title: Vice President and Secretary

APOLLO MOULTRIE CREDIT
FUND, L.P.,
as a Lender

By: /s/ Joseph D. Glatt    

Name: Joseph D. Glatt

Title: Vice President and Secretary

APOLLO ZEUS STRATEGIC
INVESTMENTS, L.P.,
as a Lender

By: /s/ Joseph D. Glatt    

Name: Joseph D. Glatt

Title: Vice President and Secretary

APOLLO CREDIT STRATEGIES
MASTER FUND LTD.,
as a Lender

By: /s/ Joseph D. Glatt    

Name: Joseph D. Glatt

Title: Vice President and Secretary

APOLLO TACTICAL VALUE SPN
INVESTMENTS, L.P.,
as a Lender

By: /s/ Joseph D. Glatt    

Name: Joseph D. Glatt

Title: Vice President and Secretary

APOLLO CREDIT MASTER FUND
LTD.
as a Lender

By: /s/ Joseph D. Glatt    

Name: Joseph D. Glatt

Title: Vice President and Secretary

APOLLO TR OPPORTUNISTIC LTD,
as a Lender

By: /s/ Joseph D. Glatt    

Name: Joseph D. Glatt

Title: Vice President and Secretary

By: /s/ Joseph D. Glatt    

Name: Joseph D. Glatt

Title: Vice President and Secretary

APOLLO CREDIT OPPORTUNITY
TRADING FUND III,
as a Lender

By: /s/ Joseph D. Glatt    

Name: Joseph D. Glatt

Title: Vice President and Secretary

By: /s/ Joseph D. Glatt    

Name: Joseph D. Glatt

Title: Vice President and Secretary

American High-Income Trust,
as a Lender

[NAME OF LENDER]
as a Lender

The Income Fund of America
as a Lender

[NAME OF LENDER],
as a Lender

ELLIOTT ASSOCIATES, L.P.
as a Lender

Elliott Associates, L.P.

By: Elliot Greenberg, Vice President
Name:
Title:

[NAME OF LENDER],
as a Lender

ELLIOTT INTERNATIONAL, L.P.
as a Lender

By: Elliot Greenberg, Vice President
Name:
Title:

[NAME OF LENDER],
as a Lender

MANCHESTER SECURITIES CORP.
as a Lender

[NAME OF LENDER],
as a Lender

ZIFF INVESTMENTS LIMITED
as a Lender

[NAME OF LENDER],
as a Lender

Franklin US Floating Rate Master
Fund
as a Lender

Franklin Templeton Series II Funds -
Franklin Floating Rate II Fund,
as a Lender

Franklin Floating Rate Master Trust -
Franklin Floating Rate Master
Series
as a Lender

Franklin Investors Securities Trust -
Franklin Floating Rate Daily Access
Fund,
as a Lender

Franklin Floating Rate Master Trust -
Franklin Lower Tier Floating Rate
Fund,
as a Lender

By: GoldenTree Asset Management, LP,
as a Lender

By: GoldenTree Asset Management, LP,
as a Lender

By: GoldenTree Asset Management, LP,
as a Lender

By: GoldenTree Asset Management, LP,
as a Lender

By: GoldenTree Asset Management, LP,
as a Lender

By: GoldenTree Asset Management, LP,
as a Lender

By: GoldenTree Asset Management, LP,
as a Lender

JAMES RIVER VALUE FUND, LLC,
as a Lender

[NAME OF LENDER],
as a Lender

Mason Capital LP,
as a Lender

Mason Capital Master Fund LP,
as a Lender

Its: Advisor


as a Lender

Staniford Street CLO, Ltd.,
as a Lender

Whitebox Asymmetric Partners, LP
as a Lender

Whitebox Relative Value Partners, LP
as a Lender

Whitebox Credit Partners, LP
as a Lender

Whitebox Special Opportunities Fund,
LP Series O
as a Lender

Whitebox KFA Advantage LLC
as a Lender

Whitebox Multi-Strategy Partners, LP
as a Lender

Whitebox Institutional Partners, LP
as a Lender

Pandora Select Partners, LP
as a Lender