EX-10.1



 Exhibit 10.1 

EXECUTION VERSION 

AMENDMENT NO. 4 TO CREDIT AGREEMENT 

AMENDMENT NO. 4 TO CREDIT AGREEMENT (this “Amendment No. 4”), dated as of April 11, 2018, by and among PEABODY
ENERGY CORPORATION, a Delaware corporation (the “Borrower”), the other Reaffirming Parties (as defined below) party hereto, the 2018 Refinancing Term Lenders (as defined below) party hereto, the other Lenders party hereto and
GOLDMAN SACHS BANK USA, as administrative agent (in such capacity, including any permitted successor thereto, the “Administrative Agent”). Goldman Sachs Bank USA, JPMorgan Chase Bank, N.A., Credit Suisse Securities (USA) LLC,
Deutsche Bank Securities Inc. and BMO Capital Markets Corp. are acting as joint lead arrangers and joint bookrunners in connection with this Amendment No. 4. 

PRELIMINARY STATEMENTS 

WHEREAS, the Borrower has entered into that certain Credit Agreement, dated as of April 3, 2017, among the Borrower, the lenders party
thereto from time to time (collectively, the “Lenders” and each individually, a “Lender”) and Goldman Sachs Bank USA, as Administrative Agent (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, and that certain Amendment No. 3 to Credit Agreement, dated as of December 18, 2017, 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 “Credit Agreement”); 

WHEREAS, the Borrower has requested that the Credit Agreement be amended as set forth herein (the Credit Agreement, as amended by this
Amendment No. 4, the “Amended Credit Agreement”) so as to, among other things, provide for a new Class of Term Loans denominated in Dollars (the “2018 Refinancing Term Loans”), which 2018 Refinancing Term Loans
would refinance all of the Term Loans made (or deemed made) on the First Amendment Effective Date that are outstanding under the Credit Agreement immediately prior to the effectiveness of this Amendment No. 4 (the “Existing Term
Loans”) and shall have the terms set forth in the Amended Credit Agreement; 
 WHEREAS, pursuant to the Engagement Letter, dated
March 29, 2018 (the “Engagement Letter”), by and among Goldman Sachs Bank USA and the Borrower, Goldman Sachs Bank USA has agreed to act as lead left arranger and bookrunner (in such capacities, the “Refinancing
Arranger”) in connection with the provision of the 2018 Refinancing Term Loans; 
 WHEREAS, each Existing Term Lender that executes
and delivers a consent and executed signature page to this Amendment No. 4 in the form of the Lender Consent attached to the Election Notice Memorandum posted on LendAmend on April 2, 2018 (a “Lender Consent”) electing the
“Consent and Cashless Settlement Option” or the “Consent and Assignment Settlement Option” (such consenting Lender, an “Exchanging Term Lender”) will be deemed (i) to have agreed to the terms of this
Amendment No. 4 and the Amended Credit Agreement, (ii) to have agreed to exchange (as further described in the Lender Consent) the Allocated Amount (as defined in the Cashless Settlement of Existing Term Loans letter, dated April 11,
2018, by and among the Borrower, the Refinancing Arranger and the Administrative Agent) of its Existing 

  
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Term Loans for 2018 Refinancing Term Loans in an equal principal amount, and (iii) upon the Amendment No. 4 Effective Date, to have exchanged (as further described in the Lender
Consent) the Allocated Amount of its Existing Term Loans for 2018 Refinancing Term Loans in an equal principal amount, which will be effectuated either by exercising a cash-less exchange option or through a cash settlement option selected by such
Exchanging Term Lender in its Lender Consent; 
 WHEREAS, each Person that executes and delivers a signature page to this Amendment
No. 4 in the capacity of an “Additional Refinancing Term Lender” (each, an “Additional Refinancing Term Lender” and together with the Exchanging Term Lenders, the “2018 Refinancing Term Lenders”) will
be deemed (i) to have agreed to the terms of this Amendment No. 4 and the Amended Credit Agreement and (ii) to have committed to make 2018 Refinancing Term Loans to the Borrower on the Amendment No. 4 Effective Date, in the
amount notified to such Additional Refinancing Term Lender by the Refinancing Arranger (but in no event greater than the amount such Person committed to make as Additional Refinancing Term Loans) (such loans, the “Additional Refinancing Term
Loans”); 
 WHEREAS, the aggregate proceeds of the Additional Refinancing Term Loans will be used by the Borrower to repay in full
the outstanding principal amount of the Existing Term Loans (other than the Exchanged Term Loans); 
 WHEREAS, each Additional Refinancing
Term Lender party hereto is prepared to provide 2018 Refinancing Term Loans in an amount equal to its commitment to provide such Loans as set forth on Schedule 1 hereto (the “Additional Term Commitments”, and together with the
Allocated Amount in respect of each Exchanging Term Lender electing the cash settlement option, the “2018 Refinancing Term Commitments”), subject to the terms and conditions set forth herein; and 

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 No. 4 becoming effective and the consummation of the transactions contemplated hereby and agrees to reaffirm its
obligations under the Credit Agreement, the Security Documents, and the other Loan Documents to which it is a party. 
 NOW, THEREFORE, for
good and valuable consideration, the receipt and adequacy of which is acknowledged by each party hereto, it is agreed: 
 SECTION 1.
CERTAIN DEFINITIONS. Capitalized terms used (including in the preamble and recitals hereto) but not defined herein shall have the meanings assigned to such terms in the Amended Credit Agreement. As used in this Amendment No. 4: 

“2018 Refinancing Term Commitments” is defined in the seventh recital hereto. 

“2018 Refinancing Term Lenders” is defined in the fifth recital hereto. 

“2018 Refinancing Term Loans” is defined in the second recital hereto. 

  
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 “Additional Refinancing Term Lenders” is defined in the fifth recital hereto.

 “Additional Refinancing Term Loans” is defined in the fifth recital hereto. 

“Additional Term Commitments” is defined in the seventh recital hereto. 

“Administrative Agent” is defined in the preamble hereto. 

“Amended Credit Agreement” is defined in the second recital hereto. 

“Amendment No. 4” is defined in the preamble hereto. 

“Amendment No. 4 Effective Date” means the date on which the conditions set forth in Section 6 of this
Amendment No. 4 are satisfied or waived. 
 “Borrower” is defined in the preamble hereto. 

“Borrower Notice” is defined in Section 6(k) hereof. 

“Credit Agreement” is defined in the first recital hereto. 

“CTA Amendment” is defined in Section 6(l) hereof. 

“Engagement Letter” is defined in the third recital hereto. 

“Exchanged Term Loan” is defined in Section 2(a)(i) hereof. 

“Exchanging Term Lenders” is defined in the fourth recital hereto. 

“Existing Term Loans” is defined in the second recital hereto. 

“Existing Term Lender” means each Lender holding Term Loans made (or deemed made) on the First Amendment Effective Date
immediately prior to the effectiveness of this Amendment No. 4. 
 “Fourth Amendment Prepayment Amount” is defined in
Section 9(b) hereof. 
 “Lender Consent” is defined in the fourth recital hereto. 

“Lenders” is defined in the first recital hereto. 

“NFIP” is defined in Section 6(k) hereof. 

“Non-Exchanging Term Lender” is defined in Section 2(a)(ii) hereof. 

“Reaffirming Parties” is defined in the eighth recital hereto. 

“Refinancing Arranger” is defined in the third recital hereto. 

  
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 SECTION 2. EXCHANGE OF EXISTING TERM LOANS; AGREEMENT TO MAKE 2018 REFINANCING TERM LOANS.

  

	 	(a)	Exchange and Repayment of Existing Term Loans. 

  

	 	(i)	As of the Amendment No. 4 Effective Date, subject to the terms hereof, each Exchanging Term Lender agrees that an aggregate principal amount of its Existing Term Loans (the “Exchanged Term Loans”)
equal to the amount notified to such Exchanging Term Lender by the Refinancing Arranger will be exchanged for 2018 Refinancing Term Loans either through a cashless rollover or a cash settlement by assignment, as selected in such Exchanging Term
Lender’s Lender Consent (and as such amount may be reduced by the Refinancing Arranger). 

  

	 	(ii)	As of the Amendment No. 4 Effective Date, subject to the terms hereof, (1) each Exchanging Term Lender agrees that (notwithstanding Sections 2.12 and 2.13 of the Credit Agreement) the aggregate
principal amount of its Existing Term Loans not being exchanged either through a cashless rollover or a cash settlement by assignment, as selected in such Exchanging Term Lender’s Lender Consent (and as such amount not being exchanged may be
increased by the Refinancing Arranger), equal to the amount notified to such Exchanging Term Lender by the Refinancing Arranger and all unpaid and accrued interest thereon through but not including the Amendment No. 4 Effective Date, will be
repaid in full and (2) the Borrower agrees that the aggregate principal amount of the Existing Term Loans, including all unpaid and accrued interest thereon through but not including the Amendment No. 4 Effective Date, of each Lender
holding Existing Term Loans that are not exchanged pursuant to Section 2(a)(i) hereof (each, a “Non-Exchanging Term Lender”), will be repaid in full on the Amendment No. 4 Effective Date. 


 

	 	(b)	Commitment to Make Additional Refinancing Term Loans. As of the Amendment No. 4 Effective Date, subject to the terms hereof, each Additional Refinancing Term Lender agrees to make Additional Refinancing Term
Loans equal to the amount notified to such Additional Refinancing Term Lender by the Refinancing Arranger (but in no event greater than the amount such Person committed to make as Additional Refinancing Term Loans as set forth on Schedule 1 hereto).


  

	 	(c)	Other Provisions Regarding 2018 Refinancing Term Loans. 

  

	 	(i)	On the Amendment No. 4 Effective Date, the Borrower shall apply the aggregate proceeds of the Additional Refinancing Term Loans to prepay in full the principal amount of all Existing Term Loans (other than the
Exchanged Term Loans). The commitments of the Exchanging Term Lenders and the Additional Refinancing Term Lenders are several and not joint, and no such 2018 Refinancing Term Lender will be responsible for any other 2018 Refinancing Term
Lender’s failure to make or acquire the 2018 Refinancing Term Loans. 


  
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	 	(ii)	Each 2018 Refinancing Term Lender shall be a “Term Lender” and “Lender” under the Credit Agreement as of the Amendment No. 4 Effective Date. Amounts paid or prepaid in respect of 2018
Refinancing Term Loans may not be reborrowed. 

 SECTION 3. AMENDMENTS TO LOAN DOCUMENTS. 

 

	 	(a)	Section 1.01 of the Credit Agreement is hereby amended by amending and restating the following defined terms to read in their entirety as follows: 


“Applicable Rate” means (a) with respect to the Term Loan Facility, a percentage per annum equal to (i) 2.75% for
Eurocurrency Rate Loans and (ii) 1.75% for Base Rate Loans and (b) with respect to the Incremental Revolving Facilities, a percentage per annum equal to (i) 3.25% for Eurocurrency Rate Loans and (ii) 2.25% for Base Rate Loans.
For the avoidance of doubt, the Applicable Rate with respect to the Term Loan Facility as in effect for all dates occurring (i) prior to the First Amendment Effective Date shall be the “Applicable Rate” as defined in this Agreement
immediately prior to giving effect to the First Amendment and (ii) during the period commencing on the First Amendment Effective Date and ending on the date immediately prior to the Fourth Amendment Effective Date shall be the “Applicable
Rate” as defined in this Agreement immediately prior to giving effect to the Fourth Amendment. 
 “Arrangers” means
(a) Goldman Sachs Bank USA, JPMorgan Chase Bank, N.A. and Credit Suisse Securities (USA) LLC, each in its capacity as joint lead arranger and joint bookrunner as of the Closing Date, (b) Goldman Sachs Bank USA, BMO Capital Markets, Credit
Suisse Securities (USA) LLC and JPMorgan Chase Bank, N.A., each in its capacity as joint lead arranger and joint bookrunner for the 2017 Incremental Revolving Facility and (c) Goldman Sachs Bank USA, JPMorgan Chase Bank, N.A., Credit Suisse
Securities (USA) LLC, Deutsche Bank Securities Inc. and BMO Capital Markets Corp., each in its capacity as joint lead arranger and joint bookrunner for the Term Loans made (or deemed made) on the Fourth Amendment Effective Date. 

“Base Rate” means for any day a fluctuating rate per annum equal to the highest of (a) the Federal Funds Rate plus
0.50%, (b) the Eurocurrency Rate (after giving effect to any Eurocurrency Rate “floor”) that would be payable on such day for a Eurocurrency Rate Loan with a one month Interest Period plus 1%, and (c) the Prime Rate in
effect on such day. Any change in the Base Rate due to a change in the Prime Rate or the Federal Funds Rate shall be effective on the effective day of such change in the Prime Rate or the Federal Funds Rate, respectively. If, at any time, the Base
Rate would be less than zero, the Base Rate shall be deemed to be zero at such time. 
 “Cumulative Amount” means at any
time (the “Cumulative Amount Reference Time”), an amount (which shall not be less than zero) equal to, without duplication: 

(i) (x) the cumulative amount of Excess Cash Flow of the Borrower and its Restricted Subsidiaries for all fiscal years completed after the
Closing Date (commencing with the portion of fiscal year 2017) and prior to the Cumulative 

  
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Amount Reference Time, minus (y) the portion of such Excess Cash Flow that has been (or is required to be) applied after the Closing Date and prior to the Cumulative Amount Reference
Time to the prepayment of Term Loans in accordance with Section 2.05(g) or any other pari passu Indebtedness (including the Priority Lien Notes) in accordance with the terms thereof (but excluding for purposes of this clause (y) any
portion of such Excess Cash Flow with respect to which such prepayment has been waived by the Lender or other holder of such Indebtedness entitled thereto); plus 

(ii) the amount of any Declined Proceeds; minus  

(iii) the aggregate amount of any Restricted Payment made pursuant to Section 7.06(e)(ii) and any Investments made pursuant to
Section 7.02(m)(ii) during the period commencing on the Closing Date and ending on or prior to the Cumulative Amount Reference Time (and, for purposes of this clause (iii), without taking account of the intended usage of the Cumulative
Amount at such Cumulative Amount Reference Time). 
 “Eurocurrency Rate” means, for any Interest Rate Determination Date
with respect to an Interest Period for a Eurocurrency Rate Loan, the rate per annum obtained by dividing (i) (a) the rate per annum equal to the rate determined by Administrative Agent to be the London interbank offered rate
administered by the ICE Benchmark Administration (or any other person which takes over the administration of that rate) for deposits (for delivery on the first day of such period) with a term equivalent to such period in Dollars displayed on the ICE
LIBOR USD page of the Reuters Screen (or any replacement Reuters page which displays that rate) or on the appropriate page of such other information service which publishes that rate from time to time in place of Reuters, determined as of
approximately 11:00 a.m. (London, England time) on such Interest Rate Determination Date, or (b) in the event the rate referenced in the preceding clause (a) is not available, the rate per annum equal to the offered quotation rate to first
class banks in the London interbank market by the Administrative Agent for deposits (for delivery on the first day of the relevant period) in Dollars of amounts in same day funds comparable to the principal amount of the applicable Loan of
Administrative Agent, in its capacity as a Lender, for which the Eurocurrency Rate is then being determined with maturities comparable to such period as of approximately 11:00 a.m. (London, England time) on such Interest Rate Determination Date, by
(ii) an amount equal to (a) one minus (b) the Applicable Reserve Requirement. If, at any time, the Eurocurrency Rate would be less than zero, the Eurocurrency Rate shall be deemed to be zero at such time. 

“Loan Documents” means this Agreement, the First Amendment, the Second Amendment, the Third Amendment, the Fourth Amendment,
the Collateral Trust Agreement, the CTA Amendment (as defined in the Fourth Amendment), each Note, the Issuer Documents, the Fee Letters, the Guaranty, each Security Document and any ABL Intercreditor Agreement. 

“Material Real Property” means (a) any fee owned real property interest held by a Loan Party in an active Mine or any
leasehold interest in real property of a Loan Party in an 

  
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active Mine, (b) any real property owned by a Loan Party or in which a Loan Party has a leasehold interest located on a Reserve Area on the Closing Date that has a net book value in excess
of $10,000,000, (c) any real property acquired or otherwise owned by a Loan Party or in which a Loan Party acquires a leasehold interest after the Closing Date located on a Reserve Area that has a total net book value in excess of $25,000,000
and (d) any other fee owned real property interest held by a Loan Party (other than the types of property described in clauses (a) through (c) above) with a total net book value in excess of $10,000,000 as of the date of acquisition
of such real property; provided that Material Real Property shall not include (x) any real property that is identified on Schedule 1.01(d), (y) any leasehold interests of a Loan Party in commercial real property constituting offices of the
Borrower and its Subsidiaries or (z) any Excluded Flood Zone Property; provided that the aggregate total net book value of all Excluded Flood Zone Property acquired after the Fourth Amendment Effective Date does not exceed $50,000,000 in the
aggregate as of the date of determination; provided further that, any future coal reserve or access to a coal reserve (x) that is fee owned by a Loan Party or in which a Loan Party has a leasehold interest and (y) that is located adjacent
to, contiguous with, or in close proximity to, both geographically and geologically (according to reasonable standards used in the mining industry) an active Mine or Reserve Area, may, in the reasonable discretion of the Administrative Agent (in
consultation with the Borrower) and by notice to the Collateral Trustee, be deemed part of an active Mine or Reserve Area and, as a result, a “Material Real Property” in the future. 

“Maturity Date” means March 31, 2025 (and, with respect to (x) an Incremental Term Facility or Refinancing Term
Facility, the date on which such Facility shall become due and payable in full hereunder, as specified in the applicable Incremental Amendment or other amendment hereto and (y) an Incremental Revolving Facility or Refinancing Revolving
Facility, the Incremental Revolving Facility Maturity Date with respect thereto or, in the case of a Refinancing Revolving Facility, the date on which such Refinancing Revolving Facility shall become due and payable in full hereunder, in each case,
as specified in the applicable Incremental Amendment or other amendment hereto); provided, however, that, if such date is not a Business Day, the Maturity Date shall be the preceding Business Day. 

“Obligations” means all advances to, and debts, liabilities and obligations (other than, for the avoidance of doubt, Hedging
Obligations or Cash Management Obligations) of, any Loan Party arising under any Loan Document or otherwise with respect to any Loan or Letter of Credit, whether direct or indirect (including those acquired by assumption), absolute or contingent,
due or to become due, now existing or hereafter arising and including interest and fees that accrue after the commencement by or against any Loan Party or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as the
debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding. 
 “Secured
Obligations” means the Obligations, the Secured Hedging Obligations and the Secured Cash Management Obligations. Notwithstanding anything to the contrary herein, the “Secured Obligations” shall not include any Excluded Hedging
Obligations. 

  
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 “Secured Parties” means, collectively, the Agents, the Collateral Trustee, the
Arrangers, the Lenders, the L/C Issuers, any Cash Management Bank and, with respect to any Secured Hedging Agreement, any Hedge Bank. 

“Similar Business” means any of the following, whether domestic or foreign: the mining, production, marketing, sale, trading
and transportation (including, without limitation, any business related to terminals) of natural resources including coal, ancillary natural resources and mineral products, exploration of natural resources, any acquired business activity so long as
a material portion of such acquired business was otherwise a Similar Business, and any business that is ancillary or complementary to the foregoing. 

“Term Loan Commitment” means, as to each Lender, its obligation to make Term Loans to the Borrower pursuant to
Section 2.01 in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such Lender’s name on Schedule 2.01 under the caption “Term Loan Commitment” or opposite such
caption in the Assignment and Assumption pursuant to which such Lender becomes a party hereto or as described in the First Amendment or Fourth Amendment, as applicable, as such amount may be adjusted from time to time in accordance with this
Agreement. The aggregate amount of Term Loan Commitments as of the Closing Date was $950,000,000. The aggregate amount of the 2017 Refinancing Term Commitments (as defined in the First Amendment) on the First Amendment Effective Date was
$647,625,000. The aggregate amount of the 2018 Refinancing Term Commitments (as defined in the Fourth Amendment) on the Fourth Amendment Effective Date (after giving effect to the $46,005,937.47 prepayment made pursuant to Section 9(b)
of the Fourth Amendment) is $400,000,000. 
  

	 	(b)	Section 1.01 of the Credit Agreement is hereby amended by adding the following defined terms in appropriate alphabetical order: 


“Benefit Plan” means any of (a) an “employee benefit plan” (as defined in ERISA) that is subject to Title I of
ERISA, (b) a “plan” as defined in Section 4975 of the Code or (c) any Person whose assets include (for purposes of ERISA Section 3(42) or otherwise for purposes of Title I of ERISA or Section 4975 of the Code) the
assets of any such “employee benefit plan” or “plan”. 
 “Cash Management Agreement” means any agreement
evidencing Cash Management Obligations. 
 “Cash Management Bank” means any Person that (a) at the time it enters into
a Cash Management Agreement, is a Lender, an Agent, an Arranger or an Affiliate of any of the foregoing or (b) becomes a Lender, an Agent, an Arranger or an Affiliate of any of the foregoing at any time after it has entered into a Cash
Management Agreement. 
 “Excluded Flood Zone Property” means any “building”, “structure” or
“mobile home” situated on any real property (each as defined in Regulation H as promulgated under the Flood Laws) located in a special flood hazard area and such real property under which such building, structure or mobile home stands.


  
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 “Flood Laws” means, collectively, (i) the National Flood Insurance Act of
1968 as now or hereafter in effect or any successor statute thereto, (ii) the Flood Disaster Protection Act of 1973 as now or hereafter in effect or any successor statute thereto, (iii) the National Flood Insurance Reform Act of 1994 as
now or hereafter in effect or any successor statute thereto, (iv) the Flood Insurance Reform Act of 2004 as now or hereafter in effect or any successor statute thereto and (v) Biggert-Waters Flood Insurance Reform Act of 2012 as now or
hereafter in effect or any successor statute thereto. 
 “Fourth Amendment” means that certain Amendment No. 4 to
Credit Agreement, dated as of April 11, 2018, by and among the Borrower, the other Reaffirming Parties (as defined therein), the 2018 Refinancing Term Lenders (as defined therein) and the Administrative Agent. 

“Fourth Amendment Effective Date” means April 11, 2018. 

“PTE” means a prohibited transaction class exemption issued by the U.S. Department of Labor, as any such exemption may be
amended from time to time. 
 “Secured Cash Management Obligations” means all advances to, and debts, liabilities and
obligations of the Borrower or any Restricted Subsidiary arising under any Specified Cash Management Agreement. 
 “Specified Cash
Management Agreement” means any Cash Management Agreement that is entered into by and between the Borrower or any Restricted Subsidiary and any Cash Management Bank and which has been designated at the election of the Borrower as a
“Specified Cash Management Agreement” by written notice given by the Borrower and the Cash Management Bank to the Administrative Agent. 
  

	 	(c)	Section 1.01 of the Credit Agreement is hereby amended by deleting the definition of “Maximum Number of Revolving Facilities” in its entirety. 


 

	 	(d)	Section 2.01(a) of the Credit Agreement is hereby amended and restated to read in its entirety as follows: 


“(a) Term Loans. On the Closing Date, each Lender having a Term Loan Commitment as of the Closing Date made Existing Term Loans (as
defined in the First Amendment) to the Borrower in the original principal amount of $950,000,000. On the First Amendment Effective Date, each Lender having a Term Loan Commitment as of the First Amendment Effective Date made (or was deemed to have
made) Existing Term Loans (as defined in the Fourth Amendment) to the Borrower in the original principal amount of $647,625,000. Subject to the terms and conditions set forth in the Fourth Amendment, on the Fourth Amendment Effective Date, each 2018
Refinancing Term Lender (as defined in the Fourth Amendment) severally agrees to make (or will be deemed to have made) a loan (a “Term Loan”) to the Borrower in Dollars, on the Fourth Amendment Effective Date in an aggregate
principal amount not to exceed such Lender’s Applicable Percentage of the Term Loan Facility; provided, however, that after giving effect to any Term Loan Borrowing, (i) the Total Outstandings of Term Loans shall not


  
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exceed the Term Loan Facility and (ii) the aggregate Outstanding Amount of the Term Loans of any Lender shall not exceed such Lender’s Term Loan Commitment. Each Term Loan Borrowing
shall consist of Term Loans made simultaneously by the Term Lenders in accordance with their respective Applicable Percentage of the Term Loan Facility. Amounts borrowed under this Section 2.01 and repaid or prepaid may not be
reborrowed. Term Loans may be Base Rate Loans or Eurocurrency Rate Loans, as further provided herein. Term Loan Commitments in effect on the Fourth Amendment Effective Date and not drawn on the Fourth Amendment Effective Date shall expire
immediately after such date.” 
  

	 	(e)	Section 2.05(i) of the Credit Agreement is hereby amended and restated to read in its entirety as follows: 


“(i) Call Protection. In the event all or any portion of the Term Loans incurred on the Fourth Amendment Effective Date is repaid
(or repriced or effectively refinanced through any amendment, including, without limitation, through a Refinancing Facility) for any reason (other than voluntary prepayments with Internally Generated Cash, mandatory prepayments required pursuant to
Sections 2.05(g) and 2.05(h) and repayments made pursuant to Section 2.07) prior to the six-month anniversary of the Fourth Amendment Effective Date, such repayments, repricing or effective refinancings will be made at
101.0% of the principal amount repaid, repriced or effectively refinanced if such repayment, repricing or refinancing occurs on or prior to the six-month anniversary of the Fourth Amendment Effective Date.” 

 

	 	(f)	Section 2.07(a) of the Credit Agreement is hereby amended and restated to read in its entirety as follows: 


“(a) The Borrower shall repay to the Term Lenders on each date set forth below (or, if any such date is not a Business Day, the
immediately preceding Business Day) the principal amount of Term Loans set forth opposite such date below: 
  

					
	 Date
	  	Amount	 
	 June 30, 2018
	  	$	1,000,000.00	 
	 September 30, 2018
	  	$	1,000,000.00	 
	 December 31, 2018
	  	$	1,000,000.00	 
	 March 31, 2019
	  	$	1,000,000.00	 
	 June 30, 2019
	  	$	1,000,000.00	 
	 September 30, 2019
	  	$	1,000,000.00	 
	 December 31, 2019
	  	$	1,000,000.00	 
	 March 31, 2020
	  	$	1,000,000.00	 
	 June 30, 2020
	  	$	1,000,000.00	 
	 September 30, 2020
	  	$	1,000,000.00	 


  
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	 Date
	  	Amount	 
	 December 31, 2020
	  	$	1,000,000.00	 
	 March 31, 2021
	  	$	1,000,000.00	 
	 June 30, 2021
	  	$	1,000,000.00	 
	 September 30, 2021
	  	$	1,000,000.00	 
	 December 31, 2021
	  	$	1,000,000.00	 
	 March 31, 2022
	  	$	1,000,000.00	 
	 June 30, 2022
	  	$	1,000,000.00	 
	 September 30, 2022
	  	$	1,000,000.00	 
	 December 31, 2022
	  	$	1,000,000.00	 
	 March 31, 2023
	  	$	1,000,000.00	 
	 June 30, 2023
	  	$	1,000,000.00	 
	 September 30, 2023
	  	$	1,000,000.00	 
	 December 31, 2023
	  	$	1,000,000.00	 
	 March 31, 2024
	  	$	1,000,000.00	 
	 June 30, 2024
	  	$	1,000,000.00	 
	 September 30, 2024
	  	$	1,000,000.00	 
	 December 31, 2024
	  	$	1,000,000.00	 
	 Maturity Date
	  	$	373,000,000.00	 

 provided, however, that the final principal repayment installment of the Term Loans shall be
repaid on the Maturity Date and in any event shall be in an amount equal to the aggregate principal amount of all Term Loans outstanding on such date.” 
  

	 	(g)	Section 2.15(a) of the Credit Agreement is hereby amended and restated to read in its entirety as follows: 


“(a) Request for Incremental Facility. Upon notice (an “Incremental Facility Request”) to and approval (not to be
unreasonably withheld or delayed) of the Administrative Agent (who shall promptly notify the existing Lenders), the Borrower may, without the consent of any Lender, request to add an incremental revolving credit facility or increase the principal
amount of any existing incremental revolving facility (each an “Incremental Revolving Facility”) and/or one or more new incremental term loan facilities (each an “Incremental Term Facility”; each Incremental
Revolving Facility and Incremental Term Facility, an “Incremental Facility”) in an aggregate principal amount, which when added to the aggregate principal amount of the other Incremental Debt outstanding does not exceed the
Incremental Debt Cap as of the effective date of the Incremental Facility; provided that any such request for an Incremental Facility shall be in 

  
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a minimum amount equal to the lesser of (x) $25,000,000 and (y) the entire amount that remains available for request under this Section 2.15.” 

 

	 	(h)	Section 2.16(a) of the Credit Agreement is hereby amended and restated to read in its entirety as follows: 


“(a) Refinancing Facility. The Borrower may, without the consent of any Lender, extend, refinance, renew or replace, in whole or in
part, the Loans under any Facility or the Commitments under the Incremental Revolving Facility with one or more term loan facilities (each, a “Refinancing Term Facility”) or one or more revolving credit facilities (each, a
“Refinancing Revolving Facility”) (each Refinancing Term Facility and Refinancing Revolving Facility, a “Refinancing Facility”); provided that any such request for a Refinancing Facility shall be in a minimum
amount equal to the lesser of (i) $25,000,000 and (ii) the entire amount of any Facility which is being extended, refinanced, renewed or replaced under this Section 2.16.” 

 

	 	(i)	Section 6.11 of the Credit Agreement is hereby amended and restated to read in its entirety as follows: 


“6.11 Use of Proceeds. Use the proceeds of (a) the Term Loan Facility made available on the Closing Date (i) on the
Closing Date, to refinance indebtedness under the Existing Credit Agreement and to pay the Transaction Costs, (ii) after the Closing Date, for ongoing working capital, capital expenditures and for other lawful corporate purposes of the Borrower
and its Subsidiaries, including for acquisitions and (iii) to make distributions to certain holders of claims in accordance with the Plan of Reorganization, (b) the Additional Refinancing Term Loans (as defined in the First Amendment) made
on the First Amendment Effective Date shall be used to prepay in full the principal amount of all Existing Term Loans (as defined in the First Amendment), other than the Exchanged Term Loans (as defined in the First Amendment), (c) the
Additional Refinancing Term Loans (as defined in the Fourth Amendment) made on the Fourth Amendment Effective Date shall be used to prepay in full the principal amount of all Existing Term Loans (as defined in the Fourth Amendment), other than the
Exchanged Term Loans (as defined in the Fourth Amendment) and (d) the Incremental Revolving Facilities for ongoing working capital, capital expenditures and for other lawful corporate purposes of the Borrower and its Subsidiaries, including for
acquisitions, and for the issuance of Letters of Credit for the accounts of the Borrower or any of its Restricted Subsidiaries.” 
  

	 	(j)	Section 7.02(h) of the Credit Agreement is hereby amended and restated to read in its entirety as follows: 


“(h) Investments in any assets constituting a business unit received by the Borrower or its Subsidiaries by virtue of a Permitted Asset
Swap or acquired as a Capital Expenditure.” 
  

	 	(k)	Section 7.05(p) of the Credit Agreement is hereby amended and restated to read in its entirety as follows: 


  
 12 








 “(p) the unwinding or termination of any Hedging Obligations or Cash Management Obligations;
and” 
  

	 	(l)	Section 7.14 of the Credit Agreement is hereby amended and restated to read in its entirety as follows: 


“7.14 [Reserved].” 
  

	 	(m)	Section 8.04 of the Credit Agreement is hereby amended to (i) delete the “and” appearing at the end of clause “Fifth” and (ii) add a new clause “Sixth” in appropriate
numeric order that reads in its entirety as follows: 

 “Sixth, to payment of the unpaid Secured Cash Management
Obligations, ratably among the Cash Management Banks party to the Specified Cash Management Agreements giving rise to such Secured Cash Management Obligations in proportion to the respective amounts described in this clause Sixth held by
them; and” 
  

	 	(n)	Article IX of the Credit Agreement is hereby amended to add the following Section 9.13 at the end thereof: 


“9.13 Certain ERISA Matters.  

(a) Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and
(y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent and its respective Affiliates, and not, for the avoidance of doubt,
to or for the benefit of the Borrower or any other Loan Party, that at least one of the following is and will be true: 
 (i) such Lender is
not using “plan assets” (within the meaning of 29 CFR § 2510.3-101, as modified by Section 3(42) of ERISA) of one or more Benefit Plans in connection with the Loans, the Letters of Credit or the Commitments, 

(ii) the transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by
independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate
accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect to such
Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement, 

(iii)(A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE
84-14), (B) such Qualified Professional Asset Manager made the investment decision 

  
 13 








 
on behalf of such Lender to enter into, participate in, administer and perform with respect to the Loans, the Letters of Credit, the Commitments and this Agreement, (C) the entrance into,
participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14, and (D) to the best
knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation in, administration of and performance with respect to the Loans, the Letters of
Credit, the Commitments and this Agreement, or 
 (iv) such other representation, warranty and covenant as may be agreed in writing between
the Administrative Agent, in its sole discretion, and such Lender. 
 (b) In addition, unless sub-clause (i) in the
immediately preceding clause (a) is true with respect to a Lender or such Lender has not provided another representation, warranty and covenant as provided in sub-clause (iv) in the immediately preceding clause (a), such Lender further
(x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit
of, the Administrative Agent and its respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrower or any other Loan Party, that: 

(i) none of the Administrative Agent or any of its respective Affiliates is a fiduciary with respect to the assets of such Lender (including in
connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement, any other Loan Document or any documents related hereto or thereto), 

(ii) the Person making the investment decision on behalf of such Lender with respect to the entrance into, participation in, administration of
and performance with respect to the Loans, the Letters of Credit, the Commitments and this Agreement is independent (within the meaning of 29 CFR § 2510.3-21) and is a bank, an insurance carrier, an investment adviser, a broker-dealer or other
person that holds, or has under management or control, total assets of at least $50,000,000, in each case as described in 29 CFR § 2510.3-21(c)(1)(i)(A)-(E), 

(iii) the Person making the investment decision on behalf of such Lender with respect to the entrance into, participation in, administration of
and performance of the Loans, the Letters of Credit, the Commitments and this Agreement is capable of evaluating investment risks independently, both in general and with regard to particular transactions and investment strategies (including in
respect of the Obligations), 
 (iv) the Person making the investment decision on behalf of such Lender with respect to the entrance into,
participation in, administration of and performance 

  
 14 








 
with respect to the Loans, the Letters of Credit, the Commitments and this Agreement is a fiduciary under ERISA or the Code, or both, with respect to the Loans, the Letters of Credit, the
Commitments and this Agreement and is responsible for exercising independent judgment in evaluating the transactions hereunder, and 
 (v) no
fee or other compensation is being paid directly to the Administrative Agent or any of its respective Affiliates for investment advice (as opposed to other services) in connection with the Loans, the Letters of Credit, the Commitments or this
Agreement. 
 (c) The Administrative Agent hereby informs the Lenders that it is not undertaking to provide impartial
investment advice, or to give advice in a fiduciary capacity, in connection with the transactions contemplated hereby, and that such Person has a financial interest in the transactions contemplated hereby in that such Person or an Affiliate thereof
(i) may receive interest or other payments with respect to the Loans, the Letters of Credit, the Commitments and this Agreement, (ii) may recognize a gain if it extended the Loans, the Letters of Credit or the Commitments for an amount
less than the amount being paid for an interest in the Loans, the Letters of Credit or the Commitments by such Lender, or (iii) may receive fees or other payments in connection with the transactions contemplated hereby, the Loan Documents or
otherwise, including structuring fees, commitment fees, arrangement fees, facility fees, upfront fees, underwriting fees, ticking fees, agency fees, administrative agent or collateral agent fees, utilization fees, minimum usage fees, letter of
credit fees, fronting fees, deal-away or alternate transaction fees, amendment fees, processing fees, term out premiums, banker’s acceptance fees, breakage or other early termination fees or fees similar to the foregoing.” 

 

	 	(o)	Section 10.04(c) of the Credit Agreement is hereby amended to add the following sentence immediately after the first sentence thereof: 


“In addition, to the extent that the Borrower or the Grantors (as defined in the Collateral Trust Agreement) for any reason fail to
indefeasibly pay any amount required under subsection (a) or (b) of this Section or Section 7.12(a) of the Collateral Trust Agreement to be paid by the Borrower or such Grantors to the Collateral Trustee or any Related Party of the
Collateral Trustee, each Lender severally agrees to pay to the Collateral Trustee or such Related Party such Lender’s Applicable Percentage (determined as of the time the applicable unreimbursed expense or indemnity payment is sought) of such
unpaid amount in connection with the Collateral Trustee following a direction of an Act of Required Secured Parties (as defined in the Collateral Trust Agreement) prior to the occurrence of the earlier of the Discharge of Credit Agreement
Obligations (as defined in the Collateral Trust Agreement) or the Outstanding Loan Threshold Date (as defined in the Collateral Trust Agreement); provided that such Indemnified Liability (as defined in the Collateral Trust Agreement) was incurred by
or asserted against the Collateral Trustee in its capacity as such, or against any Related Party of the Collateral Trustee acting for the Collateral Trustee in connection with such capacity.” 

  
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	 	(p)	Exhibit D of the Credit Agreement is hereby amended and restated to read in its entirety as set forth in Exhibit D attached hereto. 


SECTION 4. REFERENCE TO AND EFFECT ON THE CREDIT AGREEMENT. On and after the Amendment No. 4 Effective Date, (i) each
reference in the Credit Agreement to “this Agreement,” “hereunder,” “hereof” or text of like import referring to the Credit Agreement shall mean and be a reference to the Amended Credit Agreement, (ii) the 2018
Refinancing Term Commitments shall constitute “Term Loan Commitments” and “Commitments”, in each case, under and as defined in the Credit Agreement, (iii) the 2018 Refinancing Term Loans shall constitute “Term
Loans” and “Loans”, in each case, under and as defined in the Credit Agreement and (iv) the 2018 Refinancing Term Lenders shall each constitute a “Term Lender” and a “Lender”, in each case, under and as
defined in the Credit Agreement. This Amendment No. 4 shall for all purposes constitute a “Loan Document” under and as defined in the Credit Agreement and the other Loan Documents. 

SECTION 5. REPRESENTATIONS & WARRANTIES. 
  

	 	(a)	In order to induce the Lenders and the Administrative Agent to enter into this Amendment No. 4 and to induce the 2018 Refinancing Term Lenders to make the 2018 Refinancing Term Loans hereunder, each Loan Party
hereby represents and warrants to the Lenders and the Administrative Agent on and as of the Amendment No. 4 Effective Date that each of the representations and warranties made by the Borrower contained in Article V of the Credit
Agreement and by each Loan Party contained in each other Loan Document shall be true and correct in all material respects on and as of the Amendment No. 4 Effective Date with the same effect as though made on and as of such date, except to the
extent that such representations and warranties specifically refer to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date, and except that for purposes of this
Section 5, the representations and warranties contained in subsection (b) of Section 5.05 of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to clause (b) of Section 6.01 of the
Credit Agreement; provided that, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality or by a reference to a Material Adverse Effect in
the text thereof; provided further that all references in the representations set forth in Sections 5.01, 5.02, 5.03, 5.04, 5.06, 5.07 and 5.15 of the Credit Agreement to “Loan Documents”
shall be deemed to be references to this Amendment No. 4 and the other Loan Documents (including the Credit Agreement) as amended by this Amendment No. 4. 


 

	 	(b)	Each Loan Party hereby represents and warrants to the Lenders and the Administrative Agent that the total net book value of the Excluded Flood Zone Property located at the addresses specified on Schedule 2 attached
hereto does not exceed $10,000,000 as of the Amendment No. 4 Effective Date. 

 SECTION 6. CONDITIONS PRECEDENT.
The effectiveness of this Amendment No. 4 and the obligation of the 2018 Refinancing Term Lenders to make the 2018 Refinancing Term Loans shall be subject to the satisfaction or waiver of the following conditions 

  
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precedent (the date on which such conditions precedent are so satisfied or waived, the “Amendment No. 4 Effective Date”): 

 

	 	(a)	The Administrative Agent shall have received a duly authorized, executed and delivered counterpart of the signature page to this Amendment No. 4 from each Loan Party named on the signature pages hereto, the
Administrative Agent and the 2018 Refinancing Term Lenders. 

  

	 	(b)	(i) Any fees required to be paid on or before the Amendment No. 4 Effective Date to the Administrative Agent or the Refinancing Arranger under this Amendment No. 4, the Engagement Letter or otherwise in
connection with the 2018 Refinancing Term Loans shall have been paid and, unless waived by the Administrative Agent or the Refinancing Arranger, as applicable, to the extent invoiced at least three Business Days prior to the Amendment No. 4
Effective Date, the Borrower shall have paid all expenses of the Agents and the Refinancing Arranger to the extent required to be paid pursuant to the Engagement Letter or Section 10.04 of the Credit Agreement; (ii) any interest, fees and,
to the extent invoiced at least three Business Days prior to the Amendment No. 4 Effective Date, expenses owing to the Existing Term Lenders as of the Amendment No. 4 Effective Date shall have been paid and (iii) an amendment fee in
an amount equal to 0.125% of the principal amount of each 2018 Refinancing Term Lender’s Term Loans held on the Amendment No. 4 Effective Date (immediately after giving effect to this Amendment No. 4) shall substantially concurrently
herewith be paid to each 2018 Refinancing Term Lender. For the avoidance of doubt, the amendment fee referred to in clause (iii) of the immediately preceding sentence shall not apply to the Fourth Amendment Prepayment Amount. 


 

	 	(c)	No Default or Event of Default shall exist, or would result immediately, from the incurrence of the 2018 Refinancing Term Loans or the application of proceeds thereof. 


 

	 	(d)	The representations and warranties of (i) the Borrower contained in Article V of the Credit Agreement and (ii) each Loan Party contained in each other Loan Document shall be true and correct in all material
respects on and as of the Amendment No. 4 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 in all material respects as of such
earlier date, and except that the representations and warranties contained in subsection (b) of Section 5.05 of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to clause (b) of
Section 6.01 of the Credit Agreement; provided that, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality or by a reference to a Material
Adverse Effect in the text thereof. 

  

	 	(e)	The Administrative Agent shall have received a Borrowing Notice meeting the requirements of Section 2.02 of the Credit Agreement for the 2018 Refinancing Term Loans. 


  
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	 	(f)	The Administrative Agent shall have received a certificate signed by a Responsible Officer of the Borrower certifying that the conditions specified in clauses (c) and (d) of this Section 6 have been
satisfied. 

  

	 	(g)	On the Amendment No. 4 Effective Date, the Administrative Agent shall have received a customary opinion of Jones Day, counsel to the Borrower and special New York counsel to the other Loan Parties addressed to the
Administrative Agent, the Collateral Trustee and the Lenders and dated the Amendment No. 4 Effective Date. 

  

	 	(h)	The Administrative Agent shall have received (i) such certificates of resolutions or other action, incumbency certificates and/or other certificates of duly authorized officers of each Loan Party and Gibraltar
Holdings, in each case, as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each officer of each Loan Party or Gibraltar Holdings and (ii) such documents and certifications as the Administrative
Agent may reasonably require to evidence that each Loan Party and Gibraltar Holdings is duly organized or formed, and that each Loan Party and Gibraltar Holdings is validly existing, in good standing and qualified to engage in business 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;
provided that certified copies of the certificate or articles of incorporation and by-laws (or other equivalent organizational documents) or incumbency certificates shall not be required to be delivered with respect to Gibraltar Holdings or
any Person that was a Loan Party immediately prior to the Amendment No. 4 Effective Date if such certificate includes a certification by such Responsible Officer that (i) the applicable organizational documents delivered to the
Administrative Agent in connection with the funding of the Term Loans on the First Amendment Effective Date remain in full force and effect and have not been amended, modified, revoked or rescinded since the First Amendment Effective Date and/or
(ii) the signatories set forth on incumbency certificates delivered to the Administrative Agent in connection with the closing of the Second Amendment Effective Date have not changed since the Second Amendment Effective Date. 


 

	 	(i)	The Refinancing Arranger and the Administrative Agent shall have received a solvency certificate from the chief financial officer of the Borrower in the form of Exhibit K of the Credit Agreement, which demonstrates that
the Borrower and its Restricted Subsidiaries, on a consolidated basis, are, and after giving effect to the transactions contemplated hereby, will be, Solvent. 

  

	 	(j)	The Refinancing Arranger and the Administrative Agent shall have received at least three Business Days prior to the Amendment No. 4 Effective Date all documentation and other information required by regulatory
authorities with respect to the Borrower and the other Loan Parties under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the PATRIOT Act, that has been requested by the
Refinancing Arranger and the Administrative Agent at least ten Business Days prior to the Amendment No. 4 Effective Date. 


  
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	 	(k)	The Collateral Trustee shall have received a completed standard “life of loan” flood hazard determination form for each property that contains structures and is encumbered by a Mortgage, and if the property is
located in an area designated by the U.S. Federal Emergency Management Agency (or any successor agency) as having special flood or mud slide hazards, (i) a notification from the Borrower to the Collateral Trustee (“Borrower
Notice”) that flood insurance coverage under the National Flood Insurance Program (“NFIP”) created by the U.S. Congress pursuant to the National Flood Insurance Act of 1968, the Flood Disaster Protection Act of 1973, the
National Flood Insurance Reform Act of 1994 and the Flood Insurance Reform Act of 2004 is not available because the applicable community does not participate in the NFIP, (ii) documentation evidencing the Collateral Trustee’s receipt of
the Borrower Notice (e.g., countersigned Borrower Notice, return receipt of certified U.S. Mail, or overnight delivery), and (iii) if a Borrower Notice is required to be given and flood insurance is available in the community in which the
property is located, a copy of one of the following: the flood insurance policy, the Borrower’s application for a flood insurance policy plus proof of premium payment, a declaration page confirming that flood insurance has been issued, or such
other evidence of flood insurance reasonably satisfactory to the Controlling Representative (as defined in the Collateral Trust Agreement). 

  

	 	(l)	The Administrative Agent shall have received an executed amendment to the Collateral Trust Agreement (the “CTA Amendment”), in form and substance reasonably satisfactory to the Administrative Agent.


 SECTION 7. REFINANCING ARRANGER. The Borrower and the 2018 Refinancing Term Lenders agree that the Refinancing
Arranger shall be entitled to the privileges, indemnification, immunities and other benefits afforded to the Agents and Arrangers pursuant to Article IX and Section 10.04 of the Amended Credit Agreement and except as otherwise
agreed to in writing by the Borrower and the Refinancing Arranger, shall have no duties, responsibilities or liabilities with respect to this Amendment No. 4, the Amended Credit Agreement or any other Loan Document. 

SECTION 8. REAFFIRMATION. 
  

	 	(a)	To induce the 2018 Refinancing Term Lenders and the Administrative Agent to enter into this Amendment No. 4, each of the Loan Parties and Gibraltar Holdings hereby acknowledges and reaffirms its obligations under
each Loan Document to which it is a party, including, without limitation, any grant, pledge or collateral assignment of a lien or security interest, as applicable, contained therein, in each case as amended, restated, amended and restated,
supplemented or otherwise modified prior to or as of the date hereof (including as amended pursuant to the First Amendment, the Second Amendment, the Third Amendment and this Amendment No. 4 and the incurrence of the 2018 Refinancing Term Loans
hereunder) (collectively, the “Reaffirmed Documents”). The Borrower acknowledges and agrees that each of the Loan Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its
obligations thereunder shall not be impaired or limited by the execution or effectiveness of this Amendment No. 4. 


  
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	 	(b)	In furtherance of the foregoing Section 8(a), each Loan Party, in its capacity as a Guarantor under the Guaranty to which it is a party (in such capacity, each a “Reaffirming Loan Guarantor”),
reaffirms its guarantee of the Secured Obligations under the terms and conditions of such Guaranty and agrees that such Guaranty remains in full force and effect to the extent set forth in such Guaranty and after giving effect to this Amendment
No. 4 and the incurrence of the 2018 Refinancing Term Loans, and is hereby ratified, reaffirmed and confirmed. Each Reaffirming Loan Guarantor hereby confirms that it consents to the terms of this Amendment No. 4 and the Amended Credit
Agreement and that the principal of, the interest and premium (if any) on, and fees related to, the 2018 Refinancing Term Loans constitute “Secured Obligations” under the Loan Documents. Each Reaffirming Loan Guarantor hereby
(i) acknowledges and agrees that the Guaranty and each of the Loan Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall not be impaired or limited by the
execution or effectiveness of this Amendment No. 4, (ii) acknowledges and agrees that it will continue to guarantee to the fullest extent possible in accordance with the Loan Documents the payment and performance of all Secured Obligations
under each of the Loan Documents to which it is a party (including all such Secured Obligations as amended, reaffirmed and/or increased pursuant to this Amendment No. 4 and the incurrence of the 2018 Refinancing Term Loans) and
(iii) acknowledges, agrees and warrants for the benefit of the Administrative Agent, the Collateral Trustee and each other Secured Party that there are no rights of set-off or counterclaim, nor any defenses of any kind, whether legal, equitable
or otherwise, that would enable such Reaffirming Loan Guarantor to avoid or delay timely performance of its obligations under the Loan Documents. 

  

	 	(c)	 In furtherance of the foregoing Section 8(a), Gibraltar Holdings and each of the Loan Parties that is party
to any Security Document, in its capacity as a “grantor”, “pledgor” or other similar capacity under such Security Document (in such capacity, each a “Reaffirming Grantor”), hereby acknowledges that it has
reviewed and consents to the terms and conditions of this Amendment No. 4 and the transactions contemplated hereby, including the extension of credit in the form of the 2018 Refinancing Term Loans. In addition, each Reaffirming Grantor
reaffirms the security interests granted by such Reaffirming Grantor under the terms and conditions of the Security Documents (in each case, to the extent a party thereto) to secure the Secured Obligations (including all such Secured Obligations as
amended, reaffirmed and/or increased pursuant to this Amendment No. 4 and the incurrence of the 2018 Refinancing Term Loans) and agrees that such security interests remain in full force and effect and are hereby ratified, reaffirmed and
confirmed. Each Reaffirming Grantor hereby (i) confirms that each Security Document to which it is a party or is otherwise bound and all Collateral encumbered thereby will continue to secure, to the fullest extent possible in accordance with
the Security Documents, the payment and performance of the Secured Obligations (including all such Secured Obligations as amended, reaffirmed and/or increased pursuant to this Amendment No. 4 and the incurrence of the 2018 Refinancing Term
Loans), including without limitation the payment and performance of all such applicable Secured Obligations that are joint and several obligations of each Guarantor and each Reaffirming Grantor now or hereafter




  
 20 









	 	
existing, in each case pursuant to the terms of the Security Documents such Reaffirming Grantor is a party to, (ii) confirms its respective grant to the Collateral Trustee for the benefit of
the Secured Parties of the security interest in and continuing Lien on all of such Reaffirming Grantor’s right, title and interest in, to and under all Collateral to which such Reaffirming Grantor granted a security interest in and a continuing
Lien on pursuant to the terms of the Security Documents to which such Reaffirming Grantor is party to, in each case whether now owned or existing or hereafter acquired or arising and wherever located, as collateral security for the prompt and
complete payment and performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise, of all applicable Secured Obligations (including all such Secured Obligations as amended,
reaffirmed and/or increased pursuant to this Amendment No. 4 and the incurrence of the 2018 Refinancing Term Loans), subject to the terms contained in the applicable Loan Documents and (iii) confirms its respective pledges, grants of
security interests and other obligations, as applicable, under and subject to the terms of each of the Security Documents to which it is a party. 

  

	 	(d)	Gibraltar Holdings and each Guarantor (other than the Borrower) acknowledges and agrees that (i) it is not required by the terms of the Credit Agreement or any other Loan Document to consent to this Amendment
No. 4 and (ii) nothing in the Credit Agreement, this Amendment No. 4 or any other Loan Document shall be deemed to require the consent of Gibraltar Holdings or such Guarantor to any future amendment, consent or waiver of the terms of
the Credit Agreement. 

  

	 	(e)	As promptly as practical but in no event later than 90 days after the Amendment No. 4 Effective Date, subject to extension by the Administrative Agent in its sole discretion, the Borrower and applicable Guarantors
shall take the actions specified in Sections 3.8(d)(1)-(3) of the Collateral Trust Agreement. 

  

	 	(f)	As promptly as practical but in no event later than 90 days after the Amendment No. 4 Effective Date, subject to extension by the Administrative Agent in its sole discretion, Gibraltar Holdings shall execute and
deliver a deed of confirmation, in form and substance reasonably satisfactory to the Administrative Agent. 

 SECTION 9.
LENDER CONSENTS. 
  

	 	(a)	 Each Lender party hereto (it being agreed that all of such Lenders constitute Required Lenders under the Credit
Agreement) hereby (i) consents to the Administrative Agent delivering a direction in writing to the Collateral Trustee (it being agreed that such direction constitutes an Act of Required Secured Parties under the Collateral Trust Agreement)
authorizing and directing the Collateral Trustee to release the liens and security interests on the structures described on Schedule 2 attached hereto pursuant to Section 4.1(a)(3) of the Collateral Trust Agreement, (ii) approves and
authorizes the release of Collateral set forth in the foregoing clause (i), (iii) consents to the Administrative Agent delivering a direction in writing to the Collateral Trustee (it being agreed that such direction constitutes an Act of
Required Secured Parties under the Collateral Trust Agreement) authorizing and directing the Collateral Trustee to 



  
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enter into the CTA Amendment and (iv) approves the terms set forth in such CTA Amendment and consents to the amendments to the Collateral Trust Agreement set forth therein.


  

	 	(b)	Notwithstanding Sections 2.05 or 2.13 of the Credit Agreement, each Lender party hereto hereby (i) agrees that the Borrower shall be permitted to make a voluntary prepayment of the 2018 Refinancing Term Loans in an
aggregate amount not to exceed $46,005,937.47 on a non-pro rata basis (the “Fourth Amendment Prepayment Amount”), and the full amount of such prepayment shall be applied solely to the 2018 Refinancing Term Loans funded by the
Additional Refinancing Term Lender on the Amendment No. 4 Effective Date, (ii) consents to the non-pro rata payment set forth in the foregoing clause (i), and (iii) agrees that the notice requirement under Section 2.05 of the
Credit Agreement requiring three Business Days prior notice for prepayment of Eurrocurrency Rate Loans is deemed satisfied. 


SECTION 10. MISCELLANEOUS PROVISIONS. 
  

	 	(a)	Ratification. This Amendment No. 4 is limited to the matters specified herein and shall not constitute acceptance or waiver, or, to the extent not expressly set forth herein, an amendment or modification, of
any other provision of the Credit Agreement or any other Loan Document. Nothing herein contained shall be construed as a substitution or novation of the obligations outstanding under the Credit Agreement or any other Loan Document or instruments
securing the same, which shall remain in full force and effect as modified hereby or by instruments executed concurrently herewith, and each of the parties hereto acknowledges and agrees that the terms of this Amendment No. 4 constitute an
amendment of the terms of pre-existing Indebtedness and the related agreement, as evidenced by the Amended Credit Agreement. 

  

	 	(b)	Governing Law; Submission to Jurisdiction, Consent to Service of Process, Waiver of Jury Trial, Etc. Sections 10.14 and 10.15 of the Credit Agreement are incorporated by reference herein as if such
Sections appeared herein, mutatis mutandis. 

  

	 	(c)	Severability. Section 10.12 of the Credit Agreement is incorporated by reference herein as if such Section appeared herein, mutatis mutandis. 


 

	 	(d)	Counterparts; Headings. This Amendment No. 4 may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when
taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page of this Amendment No. 4 by telecopy or other electronic imaging means (i.e., “pdf” or “tif”) shall be effective as
delivery of a manually executed counterpart of this Amendment No. 4. Article and Section headings used herein are included for convenience of reference only, shall not constitute a part hereof, shall not be given any substantive effect and
shall not affect the interpretation of this Amendment No. 4. 

  

	 	(e)	Notice. For purposes of the Credit Agreement, the initial notice address of each Additional Refinancing Term Lender shall be as set forth on Schedule 1 hereto. 


  
 22 









	 	(f)	Recordation of 2018 Refinancing Term Loans. Upon execution and delivery hereof, and the funding of the 2018 Refinancing Term Loans, the Administrative Agent will record in the Register the 2018 Refinancing Term
Loans made by the 2018 Refinancing Term Lenders as “Term Loans”. 

  

	 	(g)	Third Party Beneficiary. The Collateral Trustee shall be an express third party beneficiary of this Amendment No. 4. 

  

	 	(h)	Amendment, Modification and Waiver. This Amendment No. 4 may not be amended nor may any provision hereof be waived except pursuant to a writing signed by each of the parties hereto. 


[Remainder of page intentionally blank; signatures begin next page] 

  
 23 








 IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 4 to be duly executed
by their respective authorized officers as of the date first above written. 
  

			
	 PEABODY ENERGY CORPORATION, as

Borrower

		
	By:	 	/s/ Walter L. Hawkins, Jr.


 
			
	Name:	 	Walter L. Hawkins, Jr.
	Title:	 	Senior Vice President, Finance


 [Signature Page to Amendment No. 4 to Credit Agreement] 







 
					
	 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

BIG RIDGE, INC.

BTU WESTERN RESOURCES, INC.

COALSALES II, LLC

CONSERVANCY RESOURCES, LLC

EL SEGUNDO COAL COMPANY, LLC

HAYDEN GULCH TERMINAL, LLC

HILLSIDE RECREATIONAL LANDS, LLC

JAMES RIVER COAL TERMINAL, LLC

KAYENTA MOBILE HOME PARK, INC.

KENTUCKY UNITED COAL, LLC

MOFFAT COUNTY MINING, LLC

NEW MEXICO COAL RESOURCES, LLC

PEABODY AMERICA, LLC

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 COLORADO OPERATIONS, LLC

PEABODY COLORADO SERVICES, LLC

PEABODY COULTERVILLE MINING, LLC

PEABODY DEVELOPMENT COMPANY, LLC

PEABODY ELECTRICITY, LLC

PEABODY EMPLOYMENT SERVICES, LLC

PEABODY GATEWAY NORTH MINING, LLC

		
	By:	 	/s/ Walter L. Hawkins, Jr.
		 	Name:	 	Walter L. Hawkins, Jr.
		 	Title:	 	Senior Vice President, Finance


 [Signature Page to Amendment No. 4 to Credit Agreement] 







 
					
	 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 MIDWEST MANAGEMENT SERVICES, LLC

PEABODY MIDWEST MINING, LLC

PEABODY MIDWEST OPERATIONS, LLC

PEABODY MIDWEST SERVICES, LLC

PEABODY MONGOLIA, LLC

PEABODY NATURAL GAS, LLC

PEABODY NATURAL RESOURCES COMPANY

PEABODY NEW MEXICO SERVICES, LLC

PEABODY OPERATIONS HOLDING, LLC

PEABODY POWDER RIVER MINING, LLC

PEABODY POWDER RIVER OPERATIONS, LLC

PEABODY POWDER RIVER SERVICES, LLC

PEABODY ROCKY MOUNTAIN MANAGEMENT SERVICES, LLC

PEABODY ROCKY MOUNTAIN SERVICES, LLC

PEABODY SCHOOL CREEK MINING, LLC

PEABODY SERVICES HOLDINGS, LLC

PEABODY TERMINALS, LLC

PEABODY VENEZUELA COAL CORP.

PEABODY VENTURE FUND, LLC

PEABODY WILD BOAR MINING, LLC

PEABODY WILD BOAR SERVICES, LLC

PEABODY WILLIAMS FORK MINING, LLC

PEABODY WYOMING SERVICES, LLC

PEABODY-WATERSIDE DEVELOPMENT, L.L.C.

PEC EQUIPMENT COMPANY, LLC

SAGE CREEK LAND & RESERVES, LLC

SHOSHONE COAL CORPORATION

TWENTYMILE COAL, LLC

		
	By:	 	/s/ Walter L. Hawkins, Jr.
		 	Name:	 	Walter L. Hawkins, Jr.
		 	Title:	 	Senior Vice President, Finance


 [Signature Page to Amendment No. 4 to Credit Agreement] 







 
					
	PEABODY INTERNATIONAL HOLDINGS, LLC
		
	By:	 	Peabody Investments Corp., as its sole member
		
	By:	 	/s/ Walter L. Hawkins, Jr.
		 	Name:	 	Walter L. Hawkins, Jr.
		 	Title:	 	Senior Vice President, Finance


  

					
	PEABODY IC FUNDING CORP.
		
	By:	 	/s/ Walter L. Hawkins, Jr.
		 	Name:	 	Walter L. Hawkins, Jr.
		 	Title:	 	President


  

					
	BIG SKY COAL COMPANY
		
	By:	 	/s/ Bryce G. West
		 	Name:	 	Bryce G. West
		 	Title:	 	President


  

					
	 PEABODY SAGE CREEK MINING, LLC

SAGE CREEK HOLDINGS, LLC

		
	By:	 	/s/ Mark A. Scimio
		 	Name:	 	Mark A. Scimio
		 	Title:	 	President


  

					
	PEABODY TWENTYMILE MINING, LLC
		
	By:	 	/s/ Patrick K. Sollars
		 	Name:	 	Patrick K. Sollars
		 	Title:	 	President


 [Signature Page to Amendment No. 4 to Credit Agreement] 







 
					
	 PEABODY WESTERN COAL COMPANY

SENECA PROPERTY, LLC
 UNITED MINERALS COMPANY,
LLC

		
	By:	 	/s/ Robert F. Bruer
		 	Name:	 	Robert F. Bruer
		 	Title:	 	Vice President


  

					
	SENECA COAL COMPANY, LLC
		
	By:	 	/s/ Charles R. Otec
		 	Name:	 	Charles R. Otec
		 	Title:	 	President


  

					
	NGS ACQUISITION CORP., LLC
		
	By:	 	/s/ Walter L. Hawkins, Jr.
		 	Name:	 	Walter L. Hawkins, Jr.
		 	Title:	 	Senior Vice President – Finance


 [Signature Page to Amendment No. 4 to Credit Agreement] 







 Executed as a Deed by 

Peabody Holdings (Gibraltar) Limited 
 acting by: 

 

	
	/s/ Robert G. Guest
	 Director
 For and on behalf of Abacus
(Gibraltar) Limited



  

	
	/s/ Ivan P. Perez
	 Director/Secretary
 For and on behalf of
Abacus Services (Gibraltar) Limited



 [Signature Page to Amendment No. 4 to Credit Agreement] 







 
					
	 GOLDMAN SACHS BANK USA, as the

Additional Refinancing Term Lender

		
	By	 	/s/ Thomas M. Manning
		 	Name:	 	Thomas M. Manning
		 	Title:	 	Authorized Signatory


 [Signature Page to Amendment No. 4 to Credit Agreement] 







 
					
	 GOLDMAN SACHS BANK USA, as

Administrative Agent

		
	By	 	/s/ Thomas M. Manning
		 	Name:	 	Thomas M. Manning
		 	Title:	 	Authorized Signatory


 [Signature Page to Amendment No. 4 to Credit Agreement] 







 Other executed signature pages of the 2018 Refinancing Term Lenders party 

hereto and the other Lenders party hereto on file with Administrative Agent 







 SCHEDULE 1 
  

							
	 Additional Refinancing Term Lenders
	  	Additional Term
Commitment	 	  	 Notice address

	 Goldman Sachs Bank USA
	  	$	121,754,600.72	 	  	 200 West Street

New York, New York
 10282

Ph: 212-902-5192
 Fax: 917-977-3966

	 TOTAL
	  	$	121,754,600.72	1 	  	

  
  

	1 	This amount includes $72,263,621.59 allocated to Exchanging Term Lenders that elected the “Assignment Settlement Option” as described in the Election Notice Memorandum posted on LendAmend. For the avoidance of
doubt, the Additional Term Commitment amount does not include the Fourth Amendment Prepayment Amount. 








 SCHEDULE 2 
  

	 	1.	The Excluded Flood Zone Property located at the address of 2298 Bishop Rd., Gillette, WY 82718 

  

	 	2.	The Excluded Flood Zone Property located at the address of 12433 State Highway 59 N., Gillette, WY 82716 








 Exhibit D 

[See attached] 







 EXHIBIT D 

FORM OF AMENDED AND RESTATED COMPLIANCE CERTIFICATE 

Financial Statement Date:                 ,  

 

	To:	Goldman Sachs Bank USA, as Administrative Agent 

 Ladies and Gentlemen: 

Reference is made to that certain Credit Agreement, dated as of April 3, 2017 (as amended, restated, extended, supplemented or otherwise
modified in writing from time to time, the “Credit Agreement”; the terms defined therein being used herein as therein defined), among PEABODY ENERGY CORPORATION, a Delaware corporation (the “Borrower”), the Lenders
from time to time party thereto and GOLDMAN SACHS BANK USA, as Administrative Agent. 
 The undersigned Responsible Officer hereby certifies
as of the date hereof that he/she is the
                                     of the Borrower, and
that, as such, he/she is authorized to execute and deliver this Certificate to the Administrative Agent on the behalf of the Borrower, and that: 

[Use following paragraph 1 for fiscal year-end financial statements] 

1. Attached hereto as Schedule 1 are (i) the year-end audited financial statements required by Section 6.01(a) of the
Credit Agreement for the fiscal year of the Borrower ended as of the above date, together with the report and opinion of an independent certified public accountant required by such section and (ii) a reconciliation of such financial statements
for the Borrower and its Restricted Subsidiaries (provided that, for the avoidance of doubt, such reconciliation shall not be audited). 

[Use following paragraph 1 for fiscal quarter-end financial statements] 

1. Attached hereto as Schedule 1 are (i) the unaudited financial statements required by Section 6.01(b) of the Credit
Agreement for the fiscal quarter of the Borrower ended as of the above date and (ii) a reconciliation of such financial statements for the Borrower and its Restricted Subsidiaries. Such financial statements fairly present in all material
respects the financial condition, results of operations, changes in shareholders’ equity and cash flows of the Borrower and its Subsidiaries in accordance with GAAP as at such date and for such period, subject only to normal year-end audit
adjustments and the absence of footnotes. 
 2. The undersigned has reviewed and is familiar with the terms of the Credit Agreement and has
made, or has caused to be made under his/her supervision, a review of the financial condition of the Borrower during the accounting period covered by the attached financial statements. 

  
 D - 1 
 Form of Amended and Restated Compliance Certificate 








 3. A review of the activities of the Borrower during such fiscal period has been made under the
supervision of the undersigned with a view to determining whether during such fiscal period the Borrower performed and observed all of its Obligations under the Loan Documents, and 

[select one:] 

[to the best knowledge of the undersigned during such fiscal period, the Borrower performed and observed each covenant of the Loan
Documents applicable to it and no Default has occurred and is continuing.] 
 —or— 

[the following covenants have not been performed or observed and the following is a list of each such Default and its nature and status:]

 4. The calculations of the Cumulative Amount, [Excess Cash Flow,] the First Lien Leverage Ratio, the Total Leverage Ratio,
Consolidated Net Income and Consolidated EBITDA set forth on Schedules 3, [4,] 5, 6 and 7, as applicable, attached hereto are true and accurate in all material respects on and as of the date of this Certificate. [Use calculation of Excess Cash
Flow on Schedule 4 for fiscal year-end financial statements only.] 
 5. To the best of such Responsible Officer’s knowledge, as of
the date hereof, all Subsidiaries of the Borrower who are required to be Guarantors, pursuant to the Credit Agreement by virtue of the definition of Guarantor under the Credit Agreement, are Guarantors [, except for the following Subsidiaries which
are in the process of complying with the requirements of Section 6.12 of the Credit Agreement:]. 
 6. Unless as stated otherwise in a
certificate of a Responsible Officer attached hereto, there has been no material change in accounting policies or financial reporting practices by the Borrower or any Subsidiary. 

IN WITNESS WHEREOF, the undersigned has executed this Certificate as of
                         ,             . 

 

			
	PEABODY ENERGY CORPORATION
		
	By:	 	                             
                                         
      


 
			
		
	Name:	 	 


 
			
		
	Title:	 	 



  
 D - 2 
 Form of Amended and Restated Compliance Certificate 








 For the Quarter/Year ended
                                      
(“Statement Date”) 
 SCHEDULE 1 

to the Amended and Restated Compliance Certificate 

[See attached] 

  
 D - 3 
 Form of Amended and Restated Compliance Certificate 








 For the Year ended
                                      
(“Statement Date”) 
 SCHEDULE 2 

to the Amended and Restated Compliance Certificate 

[Reserved] 

  
 D - 4 
 Form of Amended and Restated Compliance Certificate 








 For the Quarter/Year ended
                                      
(“Statement Date”) 
 SCHEDULE 3 

to the Amended and Restated Compliance Certificate 

($ in 000’s) 
 Calculation of Cumulative
Amount 
 Cumulative Amount as of the Statement Date is an amount (which shall not be less than zero) equal to, without duplication: 

 

					
	 A. (x) the cumulative amount of Excess Cash Flow of the Borrower and its Restricted
Subsidiaries for all fiscal years completed after the Closing Date (commencing with the portion of fiscal year 2017) and prior to the Statement Date, minus (y) the portion of such Excess Cash Flow that has been (or is required to be) applied after
the Closing Date and prior to the Statement Date to the prepayment of Term Loans in accordance with Section 2.05(g) of the Credit Agreement or any other pari passu Indebtedness (including the Priority Lien Notes) in accordance with the terms thereof
(but excluding for purposes of this clause (y) any portion of such Excess Cash Flow with respect to which such prepayment has been waived by the Lender or other holder of such Indebtedness entitled thereto):
	  	$	_______________	 
		
	 B. the amount of any Declined Proceeds:
	  	$	_______________	 
		
	 C. the aggregate amount of any Restricted Payment made pursuant to
Section 7.06(e)(ii) of the Credit Agreement and any Investments made pursuant to Section 7.02(m)(ii) of the Credit Agreement during the period commencing on the Closing Date and ending on or prior to the Statement Date (and, for purposes
of this clause (C), without taking account of the intended usage of the Cumulative Amount since the Statement Date):
	  	$	_______________	 
		
	 Cumulative Amount (Lines A + B – C)
	  	$	_______________	 


  
 D - 5 
 Form of Amended and Restated Compliance Certificate 








 For the Year ended
                                      
(“Statement Date”) 
 SCHEDULE 4 

to the Amended and Restated Compliance Certificate 

($ in 000’s) 
 Calculation of Excess Cash
Flow 
  

					
	 A. An amount (if positive) equal to, without duplication, the amount for the fiscal year
ending on the Statement Date, as reflected in the Borrower’s and its Restricted Subsidiaries’ consolidated cash flow statement for such period, of net cash provided by/used in operating activities (as determined in accordance with
GAAP):
	  	$	_______________	 
		
	 B. The sum, without duplication, of the amounts from such period paid from Internally
Generated Cash (except to the extent made using the Cumulative Amount) of:
	  			
		
	 1.  Scheduled repayments of
Indebtedness1 for borrowed money (excluding repayments of revolving loans except to the extent the applicable revolving commitments are permanently reduced in connection with such repayments) and
scheduled repayments of Capital Lease Obligations (excluding any interest expense portion thereof), provided that, for the avoidance of doubt, any borrowing under the ABL Facility or repayment thereof (without a corresponding reduction in the
commitments thereunder) shall not increase or decrease Excess Cash Flow:
	  	$	_______________	 
		
	 2.  Consolidated Capital Expenditures:
	  	$	_______________	 
		
	 3.  Permitted Acquisitions and other Investments permitted pursuant to
Section 7.02 (other than clauses (a) and (k) of Section 7.02) of the Credit Agreement:
	  	$	_______________	 
		
	 4.  Pre-funding of royalty payments in the ordinary course of business:
	  	$	_______________	 

  
  

	1 	As used in clause B.1 above, “scheduled repayments of Indebtedness” does not include (x) repurchases of Term Loans pursuant to Sections 2.19 or 2.20 of the Credit Agreement and (y) repayments of
Loans made with the cash proceeds of any Permitted Refinancing Indebtedness. 


  
 D - 6 
 Form of Amended and Restated Compliance Certificate 









					
	 5.  Distributions to non-controlling interests:
	  	$	_______________	 
		
	 6.  Federal coal lease expenditures:
	  	$	_______________	 
		
	 7.  Net cash generated from proceeds of any Permitted Securitization Programs or loan
proceeds from the ABL Facility (excluding interest costs):
	  	$	_______________	 
		
	 Excess Cash Flow

(A – (B.1 + B.2 + B.3 + B.4 + B.5 + B.6 + B.7)):
	  	$	_______________	 


  
 D - 7 
 Form of Amended and Restated Compliance Certificate 








 For the Quarter/Year ended
                                      
(“Statement Date”) 
 SCHEDULE 5 

to the Amended and Restated Compliance Certificate 

($ in 000’s) 
 Calculation of Consolidated
Net Total Debt 
  

					
	 A. The aggregate stated balance sheet amount of all Indebtedness described in clauses (a),
(b), (c), (f) and (g) (with respect to Indebtedness described in clauses (a), (b), (c) and (f)) of the definition of the term “Indebtedness” set forth in the Credit Agreement of Borrower and its Restricted Subsidiaries (for the avoidance
of doubt, for this purpose, letters of credit will be deemed to have a principal amount equal to the amount drawn and not reimbursed thereunder, if any) determined on a consolidated basis in accordance with GAAP:
	  	$	_______________	 
		
	 B. The aggregate amount of Unrestricted Cash included in the consolidated balance sheet of
Borrower and its Restricted Subsidiaries as of the Statement Date (other than the proceeds of Incremental Debt to be incurred on such date of determination):
	  	$	_______________	 
		
	 Consolidated Net Total Debt (A – B)
	  	$	_______________	 

 Calculation of First Lien Leverage Ratio 
  

					
	 A. Consolidated Net Total Debt (as calculated above), less any portion of Consolidated Net
Total Debt that is unsecured or is secured solely by a Lien that is junior to the Liens securing the Obligations as of the Statement Date:
	  	$	_______________	 
		
	 B. Consolidated EBITDA (as calculated on Schedule 7) for the period of the four consecutive
fiscal quarters ending as of the Statement Date:
	  	$	_______________	 
		
	 First Lien Leverage Ratio (A ÷ B)
	  	 	______:1.00	 


  
 D - 8 
 Form of Amended and Restated Compliance Certificate 








 Calculation of Total Leverage Ratio 

 

					
	 A. Consolidated Net Total Debt (as calculated above) as of the Statement Date:
	  	$	_______________	 
		
	 B. Consolidated EBITDA (as calculated on Schedule 7) for the period of the four consecutive
fiscal quarters ending as of the date of the Statement Date:
	  	$	_______________	 
		
	 Total Leverage Ratio (A ÷ B)
	  	 	______:1.00	 


  
 D - 9 
 Form of Amended and Restated Compliance Certificate 








 For the Quarter/Year ended
                                      
(“Statement Date”) 
 SCHEDULE 6 

to the Amended and Restated Compliance Certificate 

($ in 000’s) 
 Calculation of Consolidated
Net Income 
  

					
	 A. The net income (or loss) attributable to the Borrower and its Restricted Subsidiaries for
the period of four consecutive fiscal quarters ending as of the Statement Date, determined in accordance with GAAP, excluding, without duplication:
	  	$	_______________	 
		
	 B. Excluding, without duplication:
	  			
		
	 1.  Noncash compensation expenses related to common stock and other equity securities
issued to employees:
	  	$	_______________	 
		
	 2.  Extraordinary and non-recurring gains and losses:
	  	$	_______________	 
		
	 3.  Income or losses from discontinued operations or disposal of discontinued
operations or costs and expenses associated with the closure of any mines (including any reclamation or disposal obligations):
	  	$	_______________	 
		
	 4.  Any non-cash impairment charges or asset write-off resulting from the application
of ASC 320 Investments-Debt and Equity Securities, ASC 323 Investments-Equity Method and Joint Ventures, ASC 350 Intangibles—Goodwill and Other and ASC 360 Property, Plant and Equipment and any future or similar ASC standards relating to
impairment:
	  	$	_______________	 
		
	 5.  Net unrealized gains or losses resulting in such period from non-cash foreign
currency remeasurement gains or losses:
	  	$	_______________	 
		
	 6.  Net unrealized gains or losses resulting in such period from the application ASC
815 Derivatives and Hedging, in each case, for such period:
	  	$	_______________	 
		
	 7.  Non-cash charges including non-cash charges due to cumulative effects of changes
in accounting principles:
	  	$	_______________	 


  
 D - 10 
 Form of Amended and Restated Compliance Certificate 









					
	 8.  Any net income (or loss) of the Borrower or a Restricted Subsidiary for such
period that is accounted for by the equity method of accounting to the extent included therein:
	  	$	_______________	 
		
	 C. Without duplication, any cash dividends and/or distributions actually received by the
Borrower or a Restricted Subsidiary from any Unrestricted Subsidiary and/or Joint Venture during such period to the extent not already included therein:
	  	$	_______________	 
		
	 Consolidated Net Income

(A – (B.1 + B.2 + B.3 + B.4 + B.5 + B.6 + B.7 + B.8) + C):
	  	$	_______________	 


  
 D - 11 
 Form of Amended and Restated Compliance Certificate 








 For the Quarter/Year ended
                                      
(“Statement Date”) 
 SCHEDULE 7 

to the Amended and Restated Compliance Certificate 

($ in 000’s) 
 Calculation of Consolidated
EBITDA 
  

					
	 A. As of the last day of the period of four consecutive fiscal quarters ending as of
the Statement Date, Consolidated Net Income for such period:
	  	$	_______________	 
		
	 B. Plus, without
duplication:2
	  			
		
	 1.  consolidated interest expense for such period, determined in accordance with
GAAP
	  	$	_______________	 
		
	 2.  to the extent deducted in computing Consolidated Net Income, the sum of all
income, franchise or similar taxes for such period
	  	$	_______________	 
		
	 3.  depreciation, depletion, amortization (including, without limitation, amortization
of intangibles, deferred financing fees and any amortization included in pension or other employee benefit expenses) and all other non-cash items reducing Consolidated Net Income (including, without limitation, write-downs and impairment of
property, plant, equipment and intangibles and other long-lived assets and the impact of purchase accounting) for such period but excluding, in each case, non-cash charges in a period which reflect cash expenses paid or to be paid in another
period)
	  	$	_______________	 
		
	 4.  non-recurring restructuring costs, expenses and charges, including, without
limitation, all business optimization costs and expenses, facility opening, pre-opening and closing and consolidation costs and expenses, advisory and professional fees and stay and retention bonuses for such period
	  	$	_______________	 

  
  

	2 	With respect to any Restricted Subsidiary, such amounts will be added only to the extent and in the same proportion that the relevant Restricted Subsidiary’s net income was included in calculating Consolidated Net
Income. 


  
 D - 12 
 Form of Amended and Restated Compliance Certificate 









					
	 5.  any expenses, costs or charges related to any equity offering, Investment
permitted under Section 7.02 of the Credit Agreement, acquisition, disposition, recapitalization or Indebtedness permitted to be incurred by the indenture (whether or not successful) for such period
	  	$	_______________	 
		
	 6.  all non-recurring or unusual losses, charges and expenses (and less all
non-recurring or unusual gains) for such period
	  	$	_______________	 
		
	 7.  all non-cash charges and expenses for such period
	  	$	_______________	 
		
	 8.  any debt extinguishment costs for such period
	  	$	_______________	 
		
	 9.  any amount of asset retirement obligations expenses for such period
	  	$	_______________	 
		
	 10.  transaction costs, fees and expenses incurred during such period in connection
with any acquisition or disposition not prohibited under the Credit Agreement or any issuance during such period of debt or equity securities by the Borrower or any of its Restricted Subsidiaries, in each case, for such expenses
	  	$	_______________	 
		
	 11.  net after-tax losses attributable to asset sales, and net after-tax extraordinary
losses for such period
	  	$	_______________	 
		
	 12.  (a) mark-to-market gains (and less any mark-to-market losses) relating to any
Hedging Agreements permitted under the Credit Agreement and (b) any mark-to-market losses attributed to short positions in any actual or synthetic forward sales contracts relating to coal or any other similar device or instrument or other instrument
classified as a “derivative” pursuant to FASB ASC Topic No. 815, Derivatives and Hedging, in each case, for such period
	  	$	_______________	 
		
	 13.  commissions, premiums, discounts, fees or other charges relating to performance
bonds, bid bonds, appeal bonds, surety bonds, reclamation and completion guarantees and other similar obligations during such period
	  	$	_______________	 
		
	 Consolidated EBITDA (A + (B.1 + B.2 + B.3 + B.4 + B.5 +

B.6 + B.7 + B.8 + B.9 + B.10 + B.11 + B.12 + B.13)):
	  	$	_______________	 


  
 D - 13 
 Form of Amended and Restated Compliance Certificate