AMENDMENT NO. 2 TO CREDIT AGREEMENT Dated as of November 16, 2012

This AMENDMENT NO. 2 TO CREDIT AGREEMENT (this “Amendment No. 2”) is made by and among PEABODY ENERGY CORPORATION, a Delaware corporation (the “US Borrower”), PEABODY HOLLAND B.V., a private company organized under the laws of the Netherlands (the “Dutch Borrower” and, together with the US Borrower, the “Borrowers”), the Lenders (as defined below) and BANK OF AMERICA, N.A., as Administrative Agent (the “Administrative Agent”).

1.    The Borrowers, each lender from time to time party thereto (collectively, the “Lenders” and individually, a “Lender”) and the Administrative Agent have entered into that certain Credit Agreement, dated as of June 18, 2010, as amended by that certain Amendment No. 1 to Credit Agreement, dated as of October 20, 2011 (the “Credit Agreement”); capitalized terms used and not otherwise defined herein have the meanings assigned to such terms in the Credit Agreement.

2.    The Borrowers have requested that the Lenders amend the Credit Agreement to, among other things, modify certain financial covenants.

3.    Subject to the terms and conditions set forth below, and in consideration of certain agreements of the Borrowers set forth herein and of the Loan Parties in the accompanying Consent, the requisite Lenders are willing to agree to this Amendment No. 2.

NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

SECTION 1    Amendments to the Credit Agreement. Upon the satisfaction of the applicable conditions precedent set forth in Section 2, the Credit Agreement is hereby amended as follows:

(a)The definition of “Applicable Rate” in Section 1.01 is hereby amended and restated in its entirety as follows:

“Applicable Rate” means, from time to time, the following percentages per annum, based upon the Consolidated Leverage Ratio (as of the most recent Adjustment Date) as set forth below:

provided that (a) the Applicable Rate determined for any Adjustment Date (including the first Adjustment Date) shall remain in effect until a subsequent Adjustment Date for which the Consolidated Leverage Ratio falls within a different level and (b) if the financial statements and related Compliance Certificate for any fiscal period are not delivered by the date due pursuant to Sections 6.01 and 6.02, the Applicable Rate shall be (i) for the first 35 days subsequent to such due date, the Applicable Rate in effect prior to such due date and (ii) thereafter, as set forth in Level I, in either case, until the date of delivery of such financial statements and Compliance Certificate, after which the Applicable Rate shall be based on the Consolidated Leverage Ratio set forth in such Compliance Certificate.

(b)Section 7.11(b) is hereby amended and restated in its entirety as follows:

(b)    Consolidated Leverage Ratio. Permit the Consolidated Leverage Ratio as of the end of each fiscal quarter of the US Borrower to be greater than the ratio set forth opposite that quarter in the table below:

SECTION 2Conditions to Effectiveness of Amendment. The effectiveness of the amendments contained in Section 1 of this Amendment No. 2 is conditioned upon satisfaction of the following conditions precedent:

(a)The Administrative Agent shall have (i) received counterparts of this Amendment No. 2 signed by the Borrowers and the Required Lenders and counterparts of the Consent of Loan Parties attached hereto (the “Consent”) signed by the Loan Parties party thereto and (ii) acknowledged this Amendment No. 2 in writing;

(b)Each of the representations and warranties in Section 3 below shall be true and correct in all material respects as of the date on which this Amendment No. 2 becomes effective, except to the 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 as of such earlier date; and

(c)The Administrative Agent shall have received from the US Borrower a consent fee payable in Dollars for the account of each Lender that has returned an executed signature page to this Amendment to the Administrative Agent at or prior to 5:00 p.m., New York City time on November 15, 2012 (the “Consent Deadline” and each such Lender, a “Consenting Lender”) equal to 0.20% of the sum of (x) the aggregate outstanding principal amount of Term Loans, if any, held by such Consenting Lender as of the Consent Deadline with respect to which a consent was delivered and (y) the aggregate amount of Revolving Credit Commitments, if any, of such Consenting Lender as of the Consent Deadline with respect to which a consent was delivered.

SECTION 3Representations and Warranties. The US Borrower and the Dutch Borrower each represents and warrants to the Administrative Agent and the Lenders as follows:

(a)Authority. Each of the Borrowers and the Loan Parties party to the Consent has the requisite corporate, limited liability or other such power and authority to execute and deliver this Amendment No. 2 and the Consent, as applicable, and to perform its obligations hereunder and under the Loan Documents (as modified hereby). The execution, delivery and performance by the Borrowers and each other Loan Party party to the Consent of this Amendment No. 2 (as applicable), the Consent (as applicable), the Loan Documents (as modified hereby) and the transactions contemplated hereby and thereby have been duly approved by all necessary corporate action of such Person and no other corporate proceedings on the part of such Person are necessary to consummate such transactions.

(b)No Legal Bar. The execution and delivery of this Amendment No. 2 by the Borrowers and of the Consent by each Loan Party party thereto, and the performance of the Credit Agreement and each other Loan Document, as amended hereby, by the Borrowers and each other Loan Party party thereto will not violate any Requirement of Law or any Contractual Obligation applicable to or binding on the Borrowers, any Restricted Subsidiary or any of their respective properties or assets, except to the extent that such violation could not reasonably be expected to have a Material Adverse Effect.

(c)Enforceability. This Amendment No. 2 has been duly executed and delivered by the Borrowers. The Consent has been duly executed and delivered by each Loan Party party thereto. This Amendment No. 2 and the Consent is the legal, valid and binding obligation of each such Loan Party party thereto, enforceable against each Loan Party that is party thereto in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other Laws relating to or affecting creditors' rights generally, general principles of equity, regardless of whether considered in a proceeding in equity or at law and an implied covenant of good faith and fair dealing.

(d)Representations and Warranties. The representations and warranties contained in each Loan Document (other than any such representations and warranties that, by their terms, are specifically made as of a date other than the date hereof) are true and correct in all material respects on and as of the date hereof as though made on and as of the date hereof.

(e)No Default. Both immediately before and after giving effect to the amendments set forth in Section 1 hereof no event has occurred and is continuing that constitutes a Default or Event of Default.

SECTION 4Reference to and Effect on Credit Agreement.

(a)Upon and after the effectiveness of this Amendment No. 2, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Credit Agreement, and each reference in the other Loan Documents to “the Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement as modified hereby.

(b)Except as specifically modified above, the Credit Agreement and the other Loan Documents are and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed.

(c)The execution, delivery and effectiveness of this Amendment No. 2 shall not operate as a waiver of any right, power or remedy of the Administrative Agent or any Lender under any of the Loan Documents, nor, except as expressly provided herein, constitute a waiver or amendment of any provision of any of the Loan Documents. On and after the effectiveness of this Amendment No. 2, this Amendment No. 2 shall for all purposes constitute a Loan Document.

SECTION 5Counterparts. This Amendment No. 2 may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Amendment No. 2 or such Consent by facsimile or other electronic imaging means shall be effective as delivery of a manually executed counterpart of this Amendment No. 2 or such Consent, as applicable.

SECTION 6Severability. Any provision of this Amendment No. 2 that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

SECTION 7Governing Law. This Amendment No. 2 shall be governed by, and construed in accordance with, the laws of the State of New York.

SECTION 8Waiver of Jury Trial. EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, TRIAL BY JURY IN ANY ACTION OR PROCEEDING WITH RESPECT TO THIS AMENDMENT NO. 2 OR ANY OTHER LOAN DOCUMENT.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 2 to be executed by their respective officers thereunto duly authorized, as of the date first written above.

PEABODY ENERGY CORPORATION,

a Delaware corporation

By:     /s/ James A. Tichenor    

Name: James A. Tichenor

Title: Vice President and Treasurer

PEABODY HOLLAND B.V.,

a private company organized under the law of the Netherlands

By:     /s/ John F. Quinn, Jr    

Name: John F. Quinn, Jr

Title: Director

BANK OF AMERICA, N.A.,

as Administrative Agent

By:     /s/ Matthew S. Hichborn    

Name: Matthew S. Hichborn

Title: Assistant Vice President

BANK OF AMERICA, N.A.,

as Lender

By:     /s/ Adam H. Fey     

Name: Adam H. Fey

Title: Director

BANK LEUMI USA,

as Lender

By:     /s/ Noam Katz    

Name: Noam Katz

Title: AVP

By:     /s/ Michaela Klein    

Name: Michaela Klein

Title: FSVP

as Lender

By:     /s/ Chong C. Tan    

Name: Chong C. Tan

Title: VP & Credit Manager

By:     /s/ Victor Li    

Name: Victor Li

Title: General Manager

BANK OF MONTREAL, CHICAGO BRANCH,

as Lender

By:     /s/ Yacouba Kane    

Name: Yacouba Kane

Title: Vice President

as Lender

By:     /s/ Christine Howatt    

Name: Christine Howatt

Title: Authorized Signatory

as Lender

By:     /s/ Michael J. Mozer    

Title: Vice President

as Lender

By:     /s/ Claudia Zarate    

Name: Claudia Zarate

Title: Director

By:     /s/ Nicolas Anberrée    

Name: Nicolas Anberrée

Title: Associate

as Lender

By:     /s/ Eric Searls    

Name: Eric Searls

Title: Senior Vice President

as Lender

By:     /s/ Paul Owen    

Name: Paul Owen

Title: Credit Manager

as Lender

By:     /s/ Raymond G. Dunning    

Name: Raymond G. Dunning

Title: Vice President

as Lender

By:     /s/ Jeanine A. Smith    

Name: Jeanine A. Smith

Title: Vice President

as Lender

By:     /s/ Mark J. Leveille    

Name: Mark J. Leveille

Title: Vice President

as Lender

By:     /s/ Ajay Lele    

Name: Ajay Lele

Title: Associate Vice President

as Lender

By:     /s/ A. Alex Morton    

Name: A. Alex Morton

Title: Senior Vice President

as Lender

By:     /s/ Blake Wright    

Name: Blake Wright

Title: Managing Director

By:     /s/ Mike McIntyre    

Name: Mike McIntyre

Title: Director

as Lender

By:     /s/ Brian O'Leary    

Name: Brian O'Leary

Title: Managing Director

By:     /s/ Anthony Rock     

Name: Anthony Rock

Title: Managing Director

as Lender

By:     /s/ Edward Chen    

Name: Edward Chen

Title: VP & General Manager

as Lender

By:     /s/ Robert M. Sander    

Name: Robert M. Sander

Title: Vice President

as Lender

By:     /s/ Padraig Rushe    

Name: Padraig Rushe

Title: Authorised Signatory

By:     /s/ Wendy Hobson    

Name: Wendy Hobson

Title: Authorised Signatory

as Lender

By:     /s/ Adam Hendley    

Name: Adam Hendley

Title: Director

as Lender

By:     /s/ Henry Hsieh    

Name: Henry Hsieh

Title: Assistant Vice President

as Lender

By:     /s/ Peter S. Predun    

Name: Peter S. Predun

Title: Executive Director

as Lender

By:     /s/ Brian O'Leary    

Name: Brian O'Leary

Title: Managing Director

By:     /s/ Dora DeBlasi Hyduk    

Name: Dora DeBlasi Hyduk

Title: First Vice President & Sr. Credit

Officer

as Lender

By:     /s/ Luke Hwang    

Name: Luke Hwang    

Title: VP & DGM    

as Lender

By:     /s/ Dmitriy Barskiy    

Name: Dmitriy Barskiy    

Title: Authorized Signatory     

as Lender

By:     /s/ Paul Scott     

Name: Paul Scott    

Title: Associate Director     

as Lender

By:     /s/ Lee Yeoh Nguan    

Name: Lee Yeoh Nguan    

Title: Vice President and General Manager

as Lender

By:     /s/ Mark Ferron    

Name: Mark Ferron    

Title: Vice President     

as Lender

By:     /s/ Richard C. Munsick    

Name: Richard C. Munsick    

Title: Senior Vice President    

as Lender

By:     /s/ David Slye    

Name: David Slye    

Title: Authorised Signatory    

as Lender

By:     /s/ Daniel Ota    

Name: Daniel Ota

Title: Director

as Lender

By:     /s/ William Maag    

Name: William Maag

Title: Senior Vice President

as Lender

By:     /s/ James H. Ramage    

Name: James H. Ramage

Title: Managing Director

By:     /s/ Robert K. Reddington    

Name: Robert K. Reddington

Title: Credit Documentation Manager

Credit Documentation Unit WB

Legal-Americas    

as Lender

By:     /s/ Rimjhim Chhabra    

Name: Rimjhim Chhabra    

Title: Vice-President & Manager    

as Lender

By:     /s/ Shuji Yabe    

Name: Shuji Yabe    

Title: Managing Director     

as Lender

By:     /s/ Li-Hua Huang    

Name: Li-Hua Huang    

Title: VP & General Manager    

as Lender

By:     /s/ Thomas C. Hof    

Name: Thomas C. Hof    

Title: Executive Vice President    

as Lender

By:     /s/ Annett Guderian    

Name: Annett Guderian    

Title: Director

By:     /s/ Betsy Hudson    

Name: Betsy Hudson

Title: Associate

as Lender

By:     /s/ Richard G. Reeves    

Name: Richard G. Reeves    

Title: Senior Vice President

as Lender

By:     /s/ William Sinsigalli    

Name: William Sinsigalli    

Title: Senior Vice President     

By:     /s/ Mario Sheng    

Name: Mario Sheng    

Title: Assistant Vice President     

as Lender

By:     /s/ John M. Eyerman    

Name: John M. Eyerman    

Title: Vice President    

as Lender

By:     /s/ Courtney Kubesch     

Name: Courtney Kubesch    

Title: Vice President     

as Lender

By:     /s/ David Brumby    

Name: /s/ David Brumby

Title: Executive Director     

The undersigned, as US Subsidiary Guarantors under the “US Subsidiary Guaranty” (as such term is defined in and under the Credit Agreement referred to in the foregoing Amendment No. 2), each hereby consents and agrees to the foregoing Amendment No. 2 and hereby confirms and agrees that (i) the US Subsidiary Guaranty is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects except that, upon the effectiveness of said Amendment No. 2, the reference in the US Subsidiary Guaranty to the “Credit Agreement,” “thereunder,” “thereof” and words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement as modified by said Amendment No. 2, and (ii) the US Subsidiary Guaranty does, and shall continue to, constitute a guaranty of the US Borrower Obligations as defined in the US Subsidiary Guaranty.

    

IN WITNESS WHEREOF, the parties hereto have caused this Consent of Loan Parties to be executed by their respective officers thereunto duly authorized, as of the date first written above.

EACH OF THE US GUARANTORS LISTED

ON SCHEDULE I HERETO

By:    /s/ James A. Tichenor

Name: James A. Tichenor

Title: Vice President and Treasurer