EX-10.1



 Exhibit 10.1 

EXECUTION VERSION 

AMENDMENT TO PRIVATE PLACEMENT AGREEMENT 

THIS AMENDMENT TO THE PRIVATE PLACEMENT AGREEMENT (this “Amendment”), is made and entered into as
December 28, 2016, by and among Peabody Energy Corporation, a Delaware corporation (the “Company”) on behalf of itself and each of its direct and indirect debtor subsidiaries (each a “Debtor” and,
collectively, the “Debtors” and, together with their non-Debtor affiliates, the “Company Group”) on the one hand, and each Noteholder Co-Proponent (as defined in the Private Placement Agreement (as
defined below)) that is a Party hereto, on the other hand. The Company and each Noteholder Co-Proponent is referred to herein, individually, as a “Party” and, collectively, as the “Parties”.

 RECITALS: 

WHEREAS, the Company and the Private Placement Parties have executed that certain Private Placement Agreement, dated December 22,
2016 (the “Private Placement Agreement”); and 
 WHEREAS, the Parties desire to amend certain provisions of
the Private Placement Agreement pursuant to the terms hereof. 
 NOW, THEREFORE, in consideration of the forgoing recitals and other good
and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows: 
 1.
AMENDMENT TO SECTION 1.1. Section 1.1 (Definitions) of the Private Placement Agreement is hereby amended by substituting the definition of the term of Phase Two Party Outside Date with
the following: 
 “Phase Two Party Outside Date” means the date that is December 30, 2016 and by which the
relevant party has executed this Agreement or a Joinder Agreement. 
 2. AMENDMENT TO
SECTION 2.3(a). Section 2.3(a) is struck in its entirety and replaced with the following: 
 (a) Additional
Private Placement Parties. Holders of Allowed Second Lien Notes Claims and Allowed Class 5B Claims may, in their sole discretion, elect to participate in the rights and obligations set forth by this Agreement as an Additional Private Placement
Party (to the extent they meet the qualifications set forth in the definition of such term) until the date that is twenty (20) Business Days following the Debtors’ filing of the PPA and BCA Approval Motion (the “Private
Placement Enrollment Outside Date”). All holders of Eligible Private Placement Claims electing to become Additional Private Placement Parties must execute and deliver to the Company and the Claims and Balloting Agent a joinder to this
Agreement pursuant to an agreement in substantially the form attached as Exhibit B hereto or otherwise in form and substance reasonably acceptable to the Company (a “Joinder Agreement”), a joinder to the Backstop
Commitment Agreement in the form set forth by the Backstop Commitment Agreement and a joinder to the Plan Support Agreement. Any Additional Private Placement Parties that become a Private Placement Party pursuant to this Section 2.3(a)
by 5:00 p.m. New York City time on December 30, 2016 following the execution of this Agreement (excluding any Defaulting Private Placement Party) is deemed to be a “Phase Two Private Placement








 
Party”. Each Phase Two Private Placement Party shall report its Phase Two Party Claim Amount, and each Additional Private Placement Party shall report its Additional Party
Claim Amount, to the Claims and Balloting Agent promptly after becoming a Phase Two Private Placement Party or Additional Private Placement Party, as the case may be, but in no event later than the Private Placement Enrollment Outside Date. 

3. EFFECT ON THE PRIVATE PLACEMENT
AGREEMENT. Except as expressly set forth in this Amendment, this Amendment shall not constitute an amendment or waiver of any other provisions of the Private Placement Agreement. The Private Placement Agreement as
specifically modified by this Amendment is, and shall continue to be, in full force and effect and is hereby in all respects ratified and confirmed. Each reference in the Private Placement Agreement to “this Agreement,” “herein”,
“hereunder,” “hereof” or words of like import referring to the Private Placement Agreement shall mean and be a reference to the Private Placement as modified by this Amendment. 

4. DEFINED TERMS. Capitalized terms used but not otherwise defined herein shall have the
meaning ascribed to them in the Private Placement Agreement. 
 5. INCORPORATED
PROVISIONS. Section 10.2, Section 10.4, Section 10.5 and Section 10.6 of the Private Placement Agreement are hereby incorporated by reference herein mutatis mutandis. 

[Signature Page Follows] 

  
 2 








 IN WITNESS WHEREOF, and intending to be legally bound, the undersigned have executed this
Amendment as of the date first mentioned above. 
  

			
	PEABODY ENERGY CORPORATION
		
	By:	 	/s/ A. Verona Dorch
	Name:	 	A. Verona Dorch
	Title:	 	Executive VP and Chief Legal Officer


 [Signature Page to the Amendment to Private Placement Agreement] 







 
			
	Contrarian Capital Fund I, L.P.
	
	By: Contrarian Capital Management, L.L.C.
	Its:  Investment Manager
		
	By:	 	/s/ Jon Bauer
		 	Name: Jon Bauer
		 	Title:   Managing Member
	
	Notice Information
	
	411 West Putnam Avenue, Suite 425
	Greenwich, CT 06830
	
	Email address: jweisser@contrariancapital.com
	
	Attention to: Josh Weisser


 [Signature page to Amendment to Private Placement Commitment Agreement] 







 
			
	CCM Pension-A, L.L.C.
	
	By: Contrarian Capital Management, L.L.C.
	Its:  Managing Member
		
	By:	 	/s/ Jon Bauer
		 	Name: Jon Bauer
		 	Title:   Managing Member
	
	Notice Information
	
	411 West Putnam Avenue, Suite 425
	Greenwich, CT 06830
	
	Email address: jweisser@contrariancapital.com
	
	Attention to: Josh Weisser


 [Signature page to Amendment to Private Placement Commitment Agreement] 







 
			
	CCM Pension-B, L.L.C.
	
	By: Contrarian Capital Management, L.L.C.
	Its:  Managing Member
		
	By:	 	/s/ Jon Bauer
		 	Name: Jon Bauer
		 	Title:   Managing Member
	
	Notice Information
	
	411 West Putnam Avenue, Suite 425
	Greenwich, CT 06830
	
	Email address: jweisser@contrariancapital.com
	
	Attention to: Josh Weisser


 [Signature page to Amendment to Private Placement Commitment Agreement] 

 







 
			
	Contrarian Dome du Gouter Master Fund, LP
	
	By: Contrarian Capital Management, L.L.C.
	Its:  Investment Manager
		
	By:	 	/s/ Jon Bauer
		 	Name: Jon Bauer
		 	Title:   Managing Member
	
	Notice Information
	
	411 West Putnam Avenue, Suite 425
	Greenwich, CT 06830
	
	Email address: jweisser@contrariancapital.com
	
	Attention to: Josh Weisser


 [Signature page to Amendment to Private Placement Commitment Agreement] 







 
			
	Contrarian Opportunity Fund, L.P.
	
	By: Contrarian Capital Management, L.L.C.
	Its:  Investment Manager
		
	By:	 	/s/ Jon Bauer
		 	Name: Jon Bauer
		 	Title:   Managing Member
	
	Notice Information
	
	411 West Putnam Avenue, Suite 425
	Greenwich, CT 06830
	
	Email address: jweisser@contrariancapital.com
	
	Attention to: Josh Weisser


 [Signature Page to the Amendment to Private Placement Agreement] 







 
			
	Contrarian Capital Senior Secured, L.P.
	
	By: Contrarian Capital Management, L.L.C.
	Its:  Investment Manager
		
	By:	 	/s/ Jon Bauer
		 	Name: Jon Bauer
		 	Title:   Managing Member
	
	Notice Information
	
	411 West Putnam Avenue, Suite 425
	Greenwich, CT 06830
	
	Email address: jweisser@contrariancapital.com
	
	Attention to: Josh Weisser


 [Signature Page to the Amendment to Private Placement Commitment Agreement] 







 
			
	Contrarian Capital Trade Claims, L.P.
	
	By: Contrarian Capital Management, L.L.C.
	Its:  Investment Manager
		
	By:	 	/s/ Jon Bauer
		 	Name: Jon Bauer
		 	Title:   Managing Member
	
	Notice Information
	
	411 West Putnam Avenue, Suite 425
	Greenwich, CT 06830
	
	Email address: jweisser@contrariancapital.com
	
	Attention to: Josh Weisser


 [Signature Page to the Amendment to Private Placement Commitment Agreement] 







 
			
	Contrarian Advantage-B, LP
	
	By: Contrarian Capital Management, L.L.C.
	Its:  General Partner
		
	By:	 	/s/ Jon Bauer
		 	Name: Jon Bauer
		 	Title:   Managing Member
	
	Notice Information
	
	411 West Putnam Avenue, Suite 425
	Greenwich, CT 06830
	
	Email address: jweisser@contrariancapital.com
	
	Attention to: Josh Weisser


 [Signature page to Amendment to Private Placement Commitment Agreement] 







 
			
	Contrarian Emerging Markets, L.P.
	
	By: Contrarian Capital Management, L.L.C.
	Its:  Investment Manager
		
	By:	 	/s/ Jon Bauer
		 	Name: Jon Bauer
		 	Title:   Managing Member
	
	Notice Information
	
	411 West Putnam Avenue, Suite 425
	Greenwich, CT 06830
	
	Email address: jweisser@contrariancapital.com
	
	Attention to: Josh Weisser


 [Signature page to Amendment to Private Placement Commitment Agreement] 







 
			
	Contrarian EM SIF Master L.P.
	
	By: Contrarian Capital Management, L.L.C.
	Its:  Investment Manager
		
	By:	 	/s/ Jon Bauer
		 	Name: Jon Bauer
		 	Title:   Managing Member
	
	Notice Information
	
	411 West Putnam Avenue, Suite 425
	Greenwich, CT 06830
	
	Email address: jweisser@contrariancapital.com
	
	Attention to: Josh Weisser


 [Signature page to Amendment to Private Placement Commitment Agreement] 







 
			
	Boston Patriot Summer St LLC
	
	By: Contrarian Capital Management, L.L.C.
	Its:  Investment Manager
		
	By:	 	/s/ Jon Bauer
		 	Name: Jon Bauer
		 	Title:   Managing Member
	
	Notice Information
	
	411 West Putnam Avenue, Suite 425
	Greenwich, CT 06830
	
	Email address: jweisser@contrariancapital.com
	
	Attention to: Josh Weisser


 [Signature page to Amendment to Private Placement Commitment Agreement] 







 
			
	BlockHouse Master Fund LP
		
	By:	 	/s/ Alfred J. Barbagallo
		 	Name: Alfred J. Barbagallo
		 	Title:   Managing Director & General Counsel
	
	Notice Information
	
	40 West 57th Street, 25th Floor
	New York, NY 10019
	
	compliance@pointstate.com


 [Signature page to Amendment to Private Placement Agreement] 

 







 
			
	Conflux Fund LP
		
	By:	 	/s/ Alfred J. Barbagallo
		 	Name: Alfred J. Barbagallo
		 	Title:   Managing Director & General Counsel
	
	Notice Information
	
	40 West 57th Street, 25th Floor
	New York, NY 10019
	
	compliance@pointstate.com


 [Signature page to Amendment to Private Placement Agreement] 







 
			
	SteelMill Master Fund LP
		
	By:	 	/s/ Alfred J. Barbagallo
		 	Name: Alfred J. Barbagallo
		 	Title:   Managing Director & General Counsel
	
	Notice Information
	
	40 West 57th Street, 25th Floor
	New York, NY 10019
	
	compliance@pointstate.com


 [Signature page to Amendment to Private Placement Agreement] 







 
			
	PointState Fund LP
		
	By:	 	/s/ Alfred J. Barbagallo
		 	Name: Alfred J. Barbagallo
		 	Title:   Managing Director & General Counsel
	
	Notice Information
	
	40 West 57th Street, 25th Floor
	New York, NY 10019
	
	compliance@pointstate.com


 [Signature page to Amendment to Private Placement Agreement] 







 
			
	Panning Master Fund, LP
	
	By: Panning Capital Management, LP
	Its:  Investment Manager
		
	By:	 	/s/ William Kelly
		 	Name: William Kelly
		 	Title:   Authorized Signatory
	
	Notice Information
	
	510 Madison Avenue, 23rd Floor
	New York, NY 10022
	
	rayan@panning.com
	
	Attention to: Rayan Joshi


 Signature Page to Amendment to Private Placement Commitment Agreement 







 
			
	SOUTH DAKOTA INVESTMENT COUNCIL
		
	By:	 	/s/ Matthew L. Clark
	Name:	 	Matthew L. Clark
	Title:	 	State Investment Officer
		
	Address:	 	South Dakota Investment Council
		 	4009 West 49th Street, Suite 300
		 	Sioux Falls, SD 57106-3784
	Tel:	 	605-362-2820
	Email:	 	Laurie.Riss@state.sd.us
	Attn:	 	A. Laurie Riss


 [Signature Page to Amendment to Private Placement Commitment Agreement] 







 
			
	DISCOVERY CAPITAL MANAGEMENT, LLC
		
	By:	 	/s/ Adam Schreck
	Name:	 	Adam Schreck
	Title:	 	General Counsel
		
	Address:	 	20 Marshall Street, Suite 310
		 	South Norwalk, CT 06854
	Attn:	 	Adam Schreck
		 	aschreck@discap.com
	Tel:	 	(203) 956-7953


 [Signature Page to the Amendment to Private Placement Agreement] 







 
			
	BLUE TURTLE CAPITAL, LLC, a Delaware Limited Liability Company
		
	By:	 	/s/ Elliot Greenberg
		 	Name: Elliot Greenberg
		 	Title:   Vice President
	
	BLUE TURTLE CAPITAL LIMITED, a Cayman Islands Limited Company
		
	By:	 	/s/ Elliot Greenberg
		 	Name: Elliot Greenberg
		 	Title:   Vice President
	
	Notice Information
	
	Kramer Levin Naftalis & Frankel LLP
	1177 Avenue of the Americas
	New York, NY 10036
	
	Email: KEckstein@kramerlevin.com;
		 	     SZide@kramerlevin.com
		 	     ADove@kramerlevin.com
	
	Attention: Kenneth H. Eckstein, Esq.,
		 	           Stephen D. Zide, Esq.,
		 	           and Andrew M. Dove, Esq.


 [Signature Page to the Amendment to Private Placement Agreement] 







 
			
	AURELIUS CAPITAL MASTER, LTD.
	By:	 	Aurelius Capital Management, LP, solely as
		 	investment manager and not in its individual capacity
		
	By:	 	/s/ Richard Petrilli
		 	Name: Richard Petrilli
		 	Title:   Chief Financial Officer
	
	ACP MASTER, LTD.
	By:	 	Aurelius Capital Management, LP, solely as investment manager and not in its individual capacity
		
	By:	 	/s/ Richard Petrilli
		 	Name: Richard Petrilli
		 	Title:   Chief Financial Officer
	
	Notice Information
	
	Kramer Levin Naftalis & Frankel LLP
	1177 Avenue of the Americas
	New York, NY 10036
	
	Email: KEckstein@kramerlevin.com;
		 	     SZide@kramerlevin.com
		 	     ADove@kramerlevin.com
	
	Attention: Kenneth H. Eckstein, Esq.,
		 	           Stephen D. Zide, Esq.,
		 	           and Andrew M. Dove, Esq.


 [Signature Page to the Amendment to Private Placement Agreement]