EX-10.1



 Exhibit 10.1 

Execution Copy  

SETTLEMENT AGREEMENT 

This Settlement Agreement (the “Settlement Agreement”) is made this 13th day of March 2017 by and between (i) Peabody
Energy Corporation (“PEC”) and 152 of its direct and indirect subsidiaries, as debtors and debtors in possession (collectively, the “Debtors”), each of which is identified in Schedule 1 (ii) Peabody Australia Holdco
Pty Ltd (“PAH”) and the entities listed in Schedule 2 (such entities and PAH collectively, “Affiliated Non-Debtors”) and (iii) the United Mine Workers of America 1974
Pension Plan and Trust (“1974 Plan”). The Debtors, the Affiliated Non-Debtors, and the 1974 Plan are referred to in this Settlement Agreement collectively as the “Parties.”

 RECITALS 

WHEREAS, on October 29, 2015, the 1974 Plan served a Notice and Demand for withdrawal liability on PEC and Peabody Holding
Company, LLC (together with PEC, the “Defendants”) in the amount of $644,213,301.74 on the grounds that a principal purpose of the Defendants’ spinoff of Patriot Coal Corporation in 2007 was to evade or avoid withdrawal
liability and therefore that spinoff transaction was disregarded pursuant to ERISA § 4212(c) (the “Demand”); and 

WHEREAS, on January 26, 2016, the Defendants filed with the 1974 Plan a request for review of the Demand pursuant to ERISA §
4219(b)(2)(A) in which they, in part, denied the allegations in the Demand and provided notice to the 1974 Plan that the Defendants invoked their rights under ERISA § 4221(f); and 

WHEREAS, on March 18, 2016, the 1974 Plan denied the Defendants’ request for review; and 

WHEREAS, on April 7, 2016, the 1974 Plan initiated an arbitration proceeding (the ”Arbitration”) against the
Defendants pursuant to ERISA § 4221 before the American Arbitration Association (“AAA”) regarding the Demand; and 

WHEREAS, on April 13, 2016 (the “Petition Date”), the Debtors commenced their bankruptcy cases by filing
voluntary petitions for relief in the United States Bankruptcy Court of the Eastern District of Missouri (the “Bankruptcy Court”) under chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”) which
chapter 11 cases have been consolidated for procedural purposes only and are being jointly administered by the Bankruptcy Court and captioned In re Peabody Energy Corp. et al, Case
No. 16-42529 (Bankr. E.D. Mo. 2016) (the “Bankruptcy Case”); and 

WHEREAS, on August 15, 2016, the 1974 Plan filed Claim No. 4722 in the Bankruptcy Case pertaining to the Demand in the amount
of $642,657,881.00 jointly and severally against each of the Debtors (the “Claim”); and 
 WHEREAS, on
September 8, 2016, the Debtors filed an objection to the Claim (the “Objection”); and 







 WHEREAS, between September and December 2016, the Debtors and the 1974 Plan exchanged
discovery and took depositions relevant to the Claim; and 
 WHEREAS, the Parties arbitrated the Claim before Arbitrator Martin
Scheinman (the “Arbitrator”) during a hearing in Washington, D.C. on December 19th through 21st, 2016; and 

WHEREAS, while a decision on the Claim was pending, the Debtors and the 1974 Plan negotiated in good faith concerning a settlement of
the Claim, with the Debtors regularly consulting during such negotiations with major stakeholders in the Bankruptcy Case; and 

WHEREAS, the Debtors, while denying the merits of the Claim, recognize that an Arbitrator’s award allowing the Claim in full or in
substantial part would be disruptive to the Debtors’ reorganization efforts in the United States and to the businesses of the Affiliated Non-Debtors, and accordingly believe that it is in the best
interest of the Debtors, the Debtors’ chapter 11 estates, and the Affiliated Non-Debtors to settle the Demand and treat the Claim by means of a commitment to pay in full a compromised sum under the terms
of this Settlement Agreement; and 
 WHEREAS, on January 25, 2017, while the Arbitrator’s decision was pending, the Parties
reached an agreement in principle to settle the Claim, subject to further documentation, and instructed the Arbitrator not to release his decision; and 

WHEREAS, on January 27, 2017, the Debtors filed the Second Amended Joint Plan of Reorganization of Debtors and Debtors in
Possession [Docket No. 2229] (the “Plan”); and 
 WHEREAS, the Parties now desire to document their
settlement, which resolves all potential or existing claims and disputes between them relating to the Demand and the Claim under ERISA and in the Bankruptcy Case; and 

WHEREAS, no award has been issued by the Arbitrator concerning the Claim, nor will be issued, pending the execution and performance of
this Settlement Agreement. 
 NOW THEREFORE, for and in sufficient consideration of the promises and mutual covenants contained
herein, the Debtors, the Affiliated Non-Debtors and the 1974 Plan agree as follows: 

AGREEMENT 

1.    Effectiveness of Settlement Agreement. This Settlement Agreement shall become effective on the date
this Settlement Agreement is fully executed and has been approved by an order of the Bankruptcy Court (the “Agreement Effective Date”). 

  
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 2.    The Debtors’ Commitments. 

2.1.    The Plan may be amended, modified or supplemented in the Debtors’ discretion, provided that such amended,
modified or supplemented Plan provides for the allowance, payment and other treatment of the 1974 Plan’s Claim set forth in this Section 2 (a “Permitted Plan”). 

2.2.    The Plan or any Permitted Plan shall classify the Claim in Class 7 against every Debtor Group (substantially
as defined in the Plan) in the amount of Seventy-Five Million Dollars and zero cents ($75,000,000.00), which shall be an allowed claim (the “Allowed Claim”). 

2.3.     On and after the effective date of the Plan or Permitted Plan (the “Plan Effective Date”), the
Allowed Claim shall be paid according to the following schedule (the “Payment Schedule”),1 and time shall be considered of the essence: 

 

					
	 Payment Date

(or first business day thereafter)
	  	Amount	 
	Plan Effective Date (“Payment 1”)	  	$	5,000,000.00	 
	90 days following Payment 1 (“Payment 2”)	  	$	10,000,000.00	 
	One year anniversary of Payment 2	  	$	15,000,000.00	 
	Two year anniversary of Payment 2	  	$	15,000,000.00	 
	Three year anniversary of Payment 2	  	$	15,000,000.00	 
	Four year anniversary of Payment 2	  	$	15,000,000.00	 

 2.4.    Payments shall be made to the 1974 Plan by wire transfer in accordance with
instructions provided by the 1974 Plan. 
 2.5.    The Debtors shall promptly seek approval of this Settlement Agreement
and the allowance and treatment of the Claim set forth above in connection with confirmation of the Plan or any Permitted Plan. 

2.6.    Upon the Agreement Effective Date, the Objection, styled Objection of the Debtors to Claim Number 4722 Filed by
the United Mine Workers of America 1974 Pension Plan and Trust [Docket No. 1264], will be deemed resolved and withdrawn with prejudice. 

 

	1 	Payment Schedule payments will be made by the “Reorganized Debtors,” as that term is defined in the Plan. 


  
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 3.    No Further Obligations to the 1974 Plan. Upon the
Agreement Effective Date, the payment obligations set forth in this Settlement Agreement are all the payments owed to the 1974 Plan related to the Demand and the Claim. Under no circumstances shall the 1974 Plan receive more than $75,000,000.00,
absent a breach of this Settlement Agreement as governed by Section 21 herein. 
 4.    Termination.
This Settlement Agreement shall automatically terminate, and shall have no further force or effect, if the Bankruptcy Court refuses to approve this Settlement Agreement or if the Plan Effective Date has not occurred by October 13,
2017.    (The date of the earliest of those events shall be the “Termination Date.”) 

5.    Joint and Several Liability. On and after the Agreement Effective Date, the Reorganized Debtors and
Affiliated Non-Debtors shall be jointly and severally liable to the 1974 Plan for all obligations under this Settlement Agreement. 

6.    The 1974 Plan’s Commitments. Prior to the Termination Date, the 1974 Plan agrees that it shall:

 (a)    subject to the receipt by the 1974 Plan of a disclosure statement and other solicitation materials that have
been approved by the Bankruptcy Court as complying with section 1126(b) of the Bankruptcy Code, to the extent solicited, timely vote or cause or direct to be voted the Claim in favor of the Plan or any Permitted Plan by delivering its duly executed
and completed ballots accepting such chapter 11 plan on a timely basis following the commencement of solicitation; 

(b)    subject to the receipt by the 1974 Plan of a disclosure statement and other solicitation materials that have been
approved by the Bankruptcy Court as complying with section 1126(b) of the Bankruptcy Code, not change or withdraw (or cause or direct to be changed or withdrawn) such vote; 

(c)     not take any action that is inconsistent in any material respect with, or is intended to frustrate or impede
approval and consummation of the Plan or any Permitted Plan; 
 (d)    not directly or indirectly object to, delay,
impede or take any other action to materially interfere with acceptance, confirmation, consummation or implementation of the Plan or any Permitted Plan; 

(e)    file a statement in support of the approval of the Plan or any Permitted Plan and this Settlement Agreement; and

 (f)    not take any action to enforce this Settlement Agreement against any Affiliated
Non-Debtor (other than the provision of a notice of Payment Default in accordance with Section 21.3) until after the 1974 Plan has first taken action to enforce this Settlement Agreement against PEC and
PEC’s first tier domestic subsidiaries. 
 7.    Stipulation Resolving Contested Matter. Upon the
Agreement Effective Date, the Objection will deemed resolved through the implementation of this Settlement Agreement. Thereafter, the Debtors and the 1974 Plan will cause the filing of any stipulation of


  
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dismissal necessary to terminate the Objection (the “Stipulation”). On or before three (3) business days after the Agreement Effective Date, the Reorganized Debtors shall
file the Stipulation with the Bankruptcy Court. 
 8.    Mutual Releases. 

 

	 	a)	Except for the rights and obligations either arising from or expressly reserved in this Settlement Agreement, the 1974 Plan, on behalf of itself and its respective representatives, successors, and assigns (the
“1974 Plan Releasors”) discharges and releases the Debtors, the Reorganized Debtors, Metropolitan Collieries Pty Ltd, Helensburgh Coal Pty Ltd, the Affiliated Non-Debtors and their respective
affiliates, parents and subsidiaries, and each of their principals, shareholders, directors, officers, members, employees, professionals, insurers, representatives and agents, from any and all claims, damages, causes of actions, judgments,
obligations, attorneys’ fees, indemnities, subrogations, duties, contracts, liens, demands, controversies and liabilities of any and every nature at law or in equity, liquidated or unliquidated, known or unknown, suspected or unsuspected,
disclosed or undisclosed, matured or unmatured, foreseeable or unforeseeable that the 1974 Plan Releasors now have or may have had, or thereafter claim to have, from the beginning of time through the date of this Settlement Agreement related to the
Demand and/or the Claim. 

  

	 	b)	Except for the rights and obligations either arising from or expressly reserved in this Settlement Agreement, the Debtors, the Reorganized Debtors, Metropolitan Collieries Pty Ltd, Helensburgh Coal Pty Ltd, and the
Affiliated Non-Debtors on behalf of themselves and their respective representatives, successors, and assigns (the “Affiliated Releasors”) discharge and release the 1974 Plan and its respective
affiliates, parents and subsidiaries, trustees, principals, shareholders, directors, officers, members, employees, professionals, insurers, beneficiaries, representatives and agents, from any and all claims, damages, causes of actions, judgments,
obligations, attorneys’ fees, indemnities, subrogations, duties, contracts, liens, demands, controversies and liabilities of any and every nature at law or in equity, liquidated or unliquidated, known or unknown, suspected or unsuspected,
disclosed or undisclosed, matured or unmatured, foreseeable or unforeseeable that the Affiliated Releasors now have or may have had, or thereafter claim to have, from the beginning of time through the date of this Settlement Agreement related to the
Demand and/or the Claim. 

 9.    Non-Disparagement.
The Parties, including their respective officers, employees, agents, and representatives, hereby agree: 
 9.1.    That,
other than what is necessary and appropriate for inclusion in formal court submissions in conjunction with seeking court approval of this Settlement Agreement, they will not make or cause or encourage others to make statements, written or
oral defaming, disparaging 

  
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or criticizing the reputation, practices or conduct of the other Parties or its present or former directors, officers, employees or agents in relation to the matters encompassed by this
Settlement Agreement or any matter, transaction or activity related thereto. It is understood, however, that a Party’s reference to the Claim (and any attachments filed therewith) or the Motion for Relief From the Automatic Stay [Dkt
No. 1338] (and any attachments filed therewith) is not a breach of this Section 9. Notwithstanding the previous sentence, a Party’s entire statement is not automatically shielded from this Section 9 merely because the statement
refers to the Claim or Motion for Relief From the Automatic Stay. 
 9.2.    That they will not materially encourage or
materially assist any other person or entity in developing, commencing, maintaining or prosecuting any claims or causes of action against the other Parties or such other Parties’ present or former directors, officers, employees or agents
relating in any way to the matters encompassed by this Settlement Agreement or any matter, transaction or activity related thereto. 

9.3.    That this Section 9 of this Settlement Agreement shall not apply to circumstances in which a Party is
compelled to provide information in response to legal process that it has not solicited, in the form of regulatory request or demand, deposition, subpoena or similar process, provided such Party shall provide the other Parties with prompt written
notice under Section 22 of this Settlement Agreement of any such event so that the other Parties shall have the opportunity to oppose or otherwise contest any such process, at no cost to the Party receiving such process. 

10.    No Collective Bargaining Agreement. The Debtors’ and the Affiliated Non-Debtors’ entry into this Settlement Agreement shall not cause any of the Debtors, the Reorganized Debtors or the Affiliated Non-Debtors to be deemed a party to any
collective bargaining agreement with the United Mine Workers of America (“UMWA”) or any UMWA-represented employee or create any collective bargaining relationship between the Debtors, the Reorganized Debtors or the Affiliated Non-Debtors and the UMWA or any employees represented by the UMWA for any purpose under the National Labor Relations Act, the Labor Management Relations Act, or any other labor and employment laws; and nothing
herein shall affect any contract or bargaining relationship with the UMWA that may otherwise exist without regard to this Settlement Agreement. 

11.    Authority. The Debtors and the 1974 Plan each represent that the person executing this Settlement
Agreement on their behalf has the full authority and power to execute for and bind such Party to the terms hereof. PAH represents that the person executing this Settlement Agreement has the full authority and power to execute for and bind the
Affiliated Non-Debtors to the terms hereof, and to bind Metropolitan Collieries Pty Ltd and Helensburgh Coal Pty Ltd to the terms of Section 8 hereof. 

12.    Entire Agreement, Modification, Amendment, or Supplement. This Settlement Agreement, together with
the terms of the Plan or any Permitted Plan shall constitute the entire agreement among the Parties with respect to the subject matter hereof and supersedes all previous agreements, promises, representations, understandings and negotiations whether
written or oral. No modification, amendment, supplement to or waiver of this Settlement Agreement shall be binding upon the Parties hereto unless made in writing and duly signed by 

  
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the Parties to this Settlement Agreement. Each Party represents that it has reviewed the terms of the Settlement Agreement and hereby acknowledges its intent to be bound by the terms of each of
the same. 
 13.    Binding Agreement. This Settlement Agreement shall inure to the benefit of and be
binding upon the signatories hereto and their respective legal representatives, successors and assigns. PAH holds any releases or any other covenants made in favor of any entity that is not a Party and that may have the benefit of any such release
or covenant (including Metropolitan Collieries Pty Ltd and Helensburgh Coal Pty Ltd) on trust for and on behalf of and for the benefit of such entity. 

14.    Governing Law. This Settlement Agreement shall be governed by and construed in accordance with the
laws of the State of Missouri without regard to choice of law rules. 
 15.    Counterparts. This
Settlement Agreement may be executed in multiple counterparts, all of which together shall constitute one and the same instrument. 

16.    Voluntary Execution. Each of the Parties to this Settlement Agreement, and each person executing this
Settlement Agreement on behalf of a Party hereto, represents and warrants that the signatory is duly authorized to execute this Settlement Agreement on the Party’s behalf, and that the Party is fully bound under the law of its domicile to the
terms hereof. Each of the Parties to this Settlement Agreement acknowledges that it is executing this Settlement Agreement voluntarily and of its own free will, and that it fully understands the terms of this Settlement Agreement. Each such Party
further acknowledges that it has had an opportunity to review all of the terms of this Settlement Agreement fully and to discuss its terms with its legal counsel prior to its execution. 

17.    No Admission of Fault or Liability. This Settlement Agreement shall not be construed or deemed to be
an admission or concession by any signatory hereto of any jurisdiction, claim, fault, liability or damages whatsoever. 

18.    No Assignment of Claim. The signatories hereto represent and warrant that they have not previously
assigned or purported to assign or to transfer to any person or entity any of the claims herein settled, released or waived. 

19.    Fees and Expenses. Each signatory hereto shall be responsible for their own fees and expenses in
connection with this Settlement Agreement. 
 20.    No Waiver. No failure or delay by the Parties in
exercising any right or remedy provided by law under or pursuant to this Settlement Agreement shall impair such right or remedy or be construed as a waiver or variation of it or preclude its exercise at any subsequent time, and no single or partial
exercise of any such right or remedy shall preclude any other or further exercise of it or the exercise of any other right or remedy. 

  
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 21.    Default and Remedies for Breach. 

21.1.    The Parties acknowledge and agree that a breach of the provisions of this Settlement Agreement by any Party would
cause irreparable damage to the others and that such others would not have an adequate remedy at law for such damage. Therefore, the obligations set forth in this Settlement Agreement shall be enforceable by a decree of specific performance issued
by any court of competent jurisdiction, and appropriate injunctive relief may be applied for and granted in connection therewith. Such remedies shall, however, be cumulative and not exclusive and shall be in addition to any other remedies that the
signatories hereto may have under this Settlement Agreement or otherwise. 
 21.2.    The failure of the Reorganized
Debtors to pay the Allowed Claim to the 1974 Plan, in whole or in part, in accordance with the Payment Schedule shall be deemed a “Payment Default”. From and after the date of any Payment Default until all amounts then due under
this Settlement Agreement shall have been paid in full, interest shall accrue for each such day on all amounts then due under this Settlement Agreement at the annual rate of 6.0%, compounded monthly. 

21.3.    The payments listed in the Payment Schedule shall be accelerated and immediately due and payable in full on the
earlier of (i) the date any Reorganized Debtor files a voluntary petition for relief under title 11 of the U.S. Code or is the subject of an order for relief as debtor in a case under title 11 of the U.S. Code and (ii) thirty (30) days
after provision by the 1974 Plan of notice in accordance with Section 22 of this Settlement Agreement to the Reorganized Debtors and Affiliated Non-Debtors of a Payment Default unless such Payment Default
has been cured by payment of all amounts then due under this Settlement Agreement before the expiration of the thirty (30) day period. 

21.4.    In the event of a Payment Default, the 1974 Plan shall comply with Section 6(f) of this Settlement Agreement
before the 1974 Plan may commence proceedings against one or more of the Affiliated Non-Debtors for the payment of any unpaid portion of the Allowed Claim in a superior court of record in Australia. The
relevant Affiliated Non-Debtors shall submit to the jurisdiction of the relevant Australian Court. 

21.5.    For the avoidance of doubt, nothing in section 21.4 shall operate or be construed to prevent, preclude, inhibit
or restrict the right of any Affiliated Non-Debtor from contesting the jurisdiction of any court in Australia, the United States or elsewhere in relation to any claim made, or legal proceeding commenced or
maintained, against it by the 1974 Plan (including the 1974 Plan’s related entities, affiliates or assignees) which is made, commenced or maintained for a purpose other than to cure the Payment Default (and any associated legal costs orders).

 21.6.    Each of the Parties irrevocably waives any right to jury trial that might arise in connection with an action
enforcing rights under this Settlement Agreement against such Party. 

  
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 22.    Notices. All notices hereunder shall be deemed
given if in writing and delivered, if sent by courier or by registered or certified mail (return receipt requested) to the following addresses: 
  

	 	a)	If to the Debtors/Reorganized Debtors: 

 A. Verona Dorch 

EVP, Chief Legal Officer & Government Affairs 

Peabody Energy 
 701 Market Street

 Saint Louis, Missouri 63101 

With a copy to 
 Miguel F.
Eaton 
 Jones Day 
 51
Louisiana Ave, N.W. 
 Washington, D.C. 20001 
  

	 	b)	If to the Affiliated Non-Debtors: 

 Janette
Hewson 
 VP Government Relations & General Counsel 

Peabody Energy Australia 

Level 5, 100 Melbourne Street 

South Brisbane Qld 4101 
 With
a copy to 
 Katie Higgins 

Jones Day 
 Aurora Place,
Level 41, 88 Phillip Street 
 Sydney NSW 2000 Australia 
  

	 	c)	If to the 1974 Plan: 

 Glenda Finch, General Counsel 

UMWA Health and Retirement Funds 

2121 K Street NW, Suite 350 

Washington, DC 20037 

gfinch@umwafunds.org 
 With a
copy to 
 John C. Goodchild, III 

Morgan, Lewis & Bockius LLP 

1701 Market Street 
 Philadelphia,
PA 19103-2921 
 john.goodchild@morganlewis.com 

  
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 23.    Drafting. This Settlement Agreement has been drafted by
all Parties and shall not be construed against one or in favor of any other by reason of any presumption concerning the drafting of the Settlement Agreement. 

[Remainder of page intentionally left blank.] 

  
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 IN WITNESS WHEREOF, the Parties have executed this Settlement Agreement effective as of the date
above written. 
  

													
	Peabody Energy Corporation, on its own behalf and on behalf of each affiliate Debtor	 		 	The United Mine Workers of America 1974 Pension Plan and Trust
					
	By:	  	 /s/ A. Verona Dorch
	 		 	By:	 	 /s/ Glenda A. Finch

		  	A. Verona Dorch	 		 		 	
		  	Chief Legal Officer	 		 		 	
							
	On:	  	 March 14
	 	, 2017	 		 	On:	 	 March 14
	 	, 2017

  

			
	 Executed for and on behalf of each of Peabody Australia Holdco Pty Ltd,

and each of the entities listed on Schedule 2 ACN 154 820 130:
  

/s/ Maria Da Conceicao de
Santana                March 15, 2017
	 	
	Signature of director	 	
		
	 MARIA DA CONCEICAO DE SANTANA
	 	
	Full name of director	 	


  
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 Schedule 1 – 152 Direct and Indirect Subsidiaries as Debtors and Debtors in Possession 

 

									
	 	 	  	 Debtor’s Name
	  	
Debtor’s Case No.
	 
	 	1.	 	  	American Land Development, LLC	  	 	16-42535	 
	 	2.	 	  	American Land Holdings of Colorado, LLC	  	 	16-42540	 
	 	3.	 	  	American Land Holdings of Illinois, LLC	  	 	16-42600	 
	 	4.	 	  	American Land Holdings of Indiana, LLC	  	 	16-42546	 
	 	5.	 	  	American Land Holdings of Kentucky, LLC	  	 	16-42589	 
	 	6.	 	  	American Land Holdings of New Mexico, LLC	  	 	16-42579	 
	 	7.	 	  	American Land Holdings of West Virginia, LLC	  	 	16-42571	 
	 	8.	 	  	Arid Operations, Inc.	  	 	16-42562	 
	 	9.	 	  	Big Ridge, Inc.	  	 	16-42553	 
	 	10.	 	  	Big Sky Coal Company	  	 	16-42530	 
	 	11.	 	  	Black Hills Mining Company, LLC	  	 	16-42544	 
	 	12.	 	  	BTU Western Resources, Inc.	  	 	16-42554	 
	 	13.	 	  	Caballo Grande, LLC	  	 	16-42559	 
	 	14.	 	  	Caseyville Dock Company, LLC	  	 	16-42537	 
	 	15.	 	  	Central States Coal Reserves of Illinois, LLC	  	 	16-42688	 
	 	16.	 	  	Central States Coal Reserves of Indiana, LLC	  	 	16-42551	 
	 	17.	 	  	Century Mineral Resources, Inc.	  	 	16-42567	 
	 	18.	 	  	Coal Reserve Holding Limited Liability Company No. 1	  	 	16-42543	 
	 	19.	 	  	COALSALES II, LLC	  	 	16-42570	 
	 	20.	 	  	Colorado Yampa Coal Company, LLC	  	 	16-42560	 
	 	21.	 	  	Conservancy Resources, LLC	  	 	16-42564	 
	 	22.	 	  	Cottonwood Land Company	  	 	16-42572	 
	 	23.	 	  	Cyprus Creek Land Company	  	 	16-42534	 
	 	24.	 	  	Cyprus Creek Land Resources LLC	  	 	16-42602	 
	 	25.	 	  	Dyson Creek Coal Company, LLC	  	 	16-42612	 
	 	26.	 	  	Dyson Creek Mining Company, LLC	  	 	16-42621	 
	 	27.	 	  	El Segundo Coal Company, LLC	  	 	16-42691	 
	 	28.	 	  	Empire Land Holdings, LLC	  	 	16-42692	 
	 	29.	 	  	Falcon Coal Company, LLC	  	 	16-42547	 
	 	30.	 	  	Four Star Holdings, LLC	  	 	16-42556	 
	 	31.	 	  	Francisco Equipment Company, LLC	  	 	16-42568	 
	 	32.	 	  	Francisco Land Holdings Company, LLC	  	 	16-42580	 
	 	33.	 	  	Francisco Mining, LLC	  	 	16-42591	 
	 	34.	 	  	Gallo Finance Company, LLC	  	 	16-42586	 
	 	35.	 	  	Gold Fields Chile, LLC	  	 	16-42548	 
	 	36.	 	  	Gold Fields Mining, LLC	  	 	16-42561	 
	 	37.	 	  	Gold Fields Ortiz, LLC	  	 	16-42578	 
	 	38.	 	  	Hayden Gulch Terminal, LLC	  	 	16-42583	 
	 	39.	 	  	Highwall Mining Services Company	  	 	16-42588	 
	 	40.	 	  	Hillside Recreational Lands, LLC	  	 	16-42594	 
	 	41.	 	  	HMC Mining, LLC	  	 	16-42566	 
	 	42.	 	  	Illinois Land Holdings, LLC	  	 	16-42599	 
	 	43.	 	  	Independence Material Handling, LLC	  	 	16-42606	 
	 	44.	 	  	James River Coal Terminal, LLC	  	 	16-42569	 
	 	45.	 	  	Juniper Coal Company, LLC	  	 	16-42577	 
	 	46.	 	  	Kayenta Mobile Home Park, Inc.	  	 	16-42607	 
	 	47.	 	  	Kentucky Syngas, LLC	  	 	16-42618	 
	 	48.	 	  	Kentucky United Coal, LLC	  	 	16-42573	 


  
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	 	  	 Debtor’s Name
	  	
Debtor’s Case No.
	 
	49.	  	Lively Grove Energy, LLC	  	 	16-42595	 
	50.	  	Marigold Electricity, LLC	  	 	16-42628	 
	51.	  	Midco Supply and Equipment Corporation	  	 	16-42585	 
	52.	  	Midwest Coal Acquisition Corp.	  	 	16-42576	 
	53.	  	Midwest Coal Reserves of Illinois, LLC	  	 	16-42597	 
	54.	  	Midwest Coal Reserves of Indiana, LLC	  	 	16-42611	 
	55.	  	Midwest Coal Reserves of Kentucky, LLC	  	 	16-42620	 
	56.	  	Moffat County Mining, LLC	  	 	16-42636	 
	57.	  	Mustang Energy Company, LLC	  	 	16-42657	 
	58.	  	New Mexico Coal Resources, LLC	  	 	16-42647	 
	59.	  	NM Equipment Company, LLC	  	 	16-42582	 
	60.	  	Pacific Export Resources, LLC	  	 	16-42598	 
	61.	  	Peabody America, LLC	  	 	16-42609	 
	62.	  	Peabody Archveyor, L.L.C.	  	 	16-42623	 
	63.	  	Peabody Arclar Mining, LLC	  	 	16-42545	 
	64.	  	Peabody Asset Holdings, LLC	  	 	16-42555	 
	65.	  	Peabody Bear Run Mining, LLC	  	 	16-42565	 
	66.	  	Peabody Bear Run Services, LLC	  	 	16-42574	 
	67.	  	Peabody Caballo Mining, LLC	  	 	16-42533	 
	68.	  	Peabody Cardinal Gasification, LLC	  	 	16-42542	 
	69.	  	Peabody China, LLC	  	 	16-42552	 
	70.	  	Peabody Coalsales, LLC	  	 	16-42539	 
	71.	  	Peabody COALTRADE International (CTI), LLC	  	 	16-42590	 
	72.	  	Peabody COALTRADE, LLC	  	 	16-42575	 
	73.	  	Peabody Colorado Operations, LLC	  	 	16-42563	 
	74.	  	Peabody Colorado Services, LLC	  	 	16-42531	 
	75.	  	Peabody Coulterville Mining, LLC	  	 	16-42550	 
	76.	  	Peabody Development Company, LLC	  	 	16-42558	 
	77.	  	Peabody Electricity, LLC	  	 	16-42532	 
	78.	  	Peabody Employment Services, LLC	  	 	16-42538	 
	79.	  	Peabody Energy Generation Holding Company	  	 	16-42656	 
	80.	  	Peabody Energy Investments, Inc.	  	 	16-42642	 
	81.	  	Peabody Energy Solutions, Inc.	  	 	16-42632	 
	82.	  	Peabody Gateway North Mining, LLC	  	 	16-42624	 
	83.	  	Peabody Gateway Services, LLC	  	 	16-42581	 
	84.	  	Peabody Holding Company, LLC	  	 	16-42592	 
	85.	  	Peabody Holdings (Gibraltar) Limited	  	 	16-42604	 
	86.	  	Peabody IC Funding Corporation	  	 	16-42615	 
	87.	  	Peabody IC Holdings, LLC	  	 	16-42601	 
	88.	  	Peabody Illinois Services, LLC	  	 	16-42610	 
	89.	  	Peabody Indiana Services, LLC	  	 	16-42619	 
	90.	  	Peabody International Investments, Inc.	  	 	16-42536	 
	91.	  	Peabody International Services, Inc.	  	 	16-42541	 
	92.	  	Peabody Investments Corp.	  	 	16-42549	 
	93.	  	Peabody Magnolia Grove Holdings, LLC	  	 	16-42587	 
	94.	  	Peabody Midwest Management Services, LLC	  	 	16-42593	 
	95.	  	Peabody Midwest Mining, LLC	  	 	16-42667	 
	96.	  	Peabody Midwest Operations, LLC	  	 	16-42660	 
	97.	  	Peabody Midwest Services, LLC	  	 	16-42608	 
	98.	  	Peabody Mongolia, LLC	  	 	16-42617	 


  
 -13- 









									
	 	 	  	 Debtor’s Name
	  	
Debtor’s Case No.
	 
	 	99.	 	  	Peabody Natural Gas, LLC	  	 	16-42626	 
	 	100.	 	  	Peabody Natural Resources Company	  	 	16-42634	 
	 	101.	 	  	Peabody New Mexico Services, LLC	  	 	16-42646	 
	 	102.	 	  	Peabody Operations Holding, LLC	  	 	16-42678	 
	 	103.	 	  	Peabody Powder River Mining, LLC	  	 	16-42666	 
	 	104.	 	  	Peabody Powder River Operations, LLC	  	 	16-42676	 
	 	105.	 	  	Peabody Powder River Services, LLC	  	 	16-42613	 
	 	106.	 	  	Peabody PowerTree Investments, LLC	  	 	16-42596	 
	 	107.	 	  	Peabody Recreational Lands, L.L.C.	  	 	16-42605	 
	 	108.	 	  	Peabody Rocky Mountain Management Services, LLC	  	 	16-42603	 
	 	109.	 	  	Peabody Rocky Mountain Services, LLC	  	 	16-42616	 
	 	110.	 	  	Peabody Sage Creek Mining, LLC	  	 	16-42625	 
	 	111.	 	  	Peabody School Creek Mining, LLC	  	 	16-42633	 
	 	112.	 	  	Peabody Services Holdings, LLC	  	 	16-42645	 
	 	113.	 	  	Peabody Southwest, LLC	  	 	16-42631	 
	 	114.	 	  	Peabody Southwestern Coal Company, LLC	  	 	16-42641	 
	 	115.	 	  	Peabody Terminal Holding Company, LLC	  	 	16-42650	 
	 	116.	 	  	Peabody Terminals, LLC	  	 	16-42614	 
	 	117.	 	  	Peabody Trout Creek Reservoir LLC	  	 	16-42622	 
	 	118.	 	  	Peabody Twentymile Mining, LLC	  	 	16-42627	 
	 	119.	 	  	Peabody Venezuela Coal Corp.	  	 	16-42651	 
	 	120.	 	  	Peabody Venture Fund, LLC	  	 	16-42637	 
	 	121.	 	  	Peabody-Waterside Development, L.L.C.	  	 	16-42662	 
	 	122.	 	  	Peabody Western Coal Company	  	 	16-42644	 
	 	123.	 	  	Peabody Wild Boar Mining, LLC	  	 	16-42672	 
	 	124.	 	  	Peabody Wild Boar Services, LLC	  	 	16-42677	 
	 	125.	 	  	Peabody Williams Fork Mining, LLC	  	 	16-42630	 
	 	126.	 	  	Peabody Wyoming Gas, LLC	  	 	16-42640	 
	 	127.	 	  	Peabody Wyoming Services, LLC	  	 	16-42653	 
	 	128.	 	  	PEC Equipment Company, LLC	  	 	16-42673	 
	 	129.	 	  	PG INVESTMENTS SIX, L.L.C.	  	 	16-42638	 
	 	130.	 	  	Point Pleasant Dock Company, LLC	  	 	16-42655	 
	 	131.	 	  	Pond River Land Company	  	 	16-42629	 
	 	132.	 	  	Porcupine Production, LLC	  	 	16-42648	 
	 	133.	 	  	Porcupine Transportation, LLC	  	 	16-42665	 
	 	134.	 	  	Riverview Terminal Company	  	 	16-42664	 
	 	135.	 	  	Sage Creek Holdings, LLC	  	 	16-42670	 
	 	136.	 	  	Sage Creek Land & Reserves, LLC	  	 	16-42635	 
	 	137.	 	  	School Creek Coal Resources, LLC	  	 	16-42643	 
	 	138.	 	  	Seneca Coal Company, LLC	  	 	16-42652	 
	 	139.	 	  	Seneca Property, LLC	  	 	16-42659	 
	 	140.	 	  	Shoshone Coal Corporation	  	 	16-42668	 
	 	141.	 	  	Southwest Coal Holdings, LLC	  	 	16-42674	 
	 	142.	 	  	Star Lake Energy Company, L.L.C.	  	 	16-42639	 
	 	143.	 	  	Sugar Camp Properties, LLC	  	 	16-42649	 
	 	144.	 	  	Thoroughbred Generating Company, L.L.C.	  	 	16-42679	 
	 	145.	 	  	Thoroughbred Mining Company LLC.	  	 	16-42680	 
	 	146.	 	  	Twentymile Coal, LLC	  	 	16-42669	 
	 	147.	 	  	Twentymile Equipment Company, LLC	  	 	16-42675	 
	 	148.	 	  	Twentymile Holdings, LLC	  	 	16-42654	 


  
 -14- 









							
	 	  	 Debtor’s Name
	  	
Debtor’s Case No.
	 
	149.	  	United Minerals Company, LLC	  	 	16-42663	 
	150.	  	West Roundup Resources, LLC	  	 	16-42671	 
	151.	  	Wild Boar Equipment Company, LLC	  	 	16-42658	 
	152.	  	Wild Boar Land Holdings Company, LLC	  	 	16-42661	 


  
 -15- 








 Schedule 2 – List of Affiliated Non-Debtors 

 

					
	 Peabody Entity

		
	 	1.	 	  	Peabody Acquisition Co. No. 5 Pty Ltd
		
	 	2.	 	  	Peabody Australia Intermediate Pty Ltd
		
	 	3.	 	  	Peabody Energy Australia Pty Ltd
		
	 	4.	 	  	Peabody MCC Holdco Pty Ltd
		
	 	5.	 	  	Peabody Acquisition Co. No. 2 Pty Ltd
		
	 	6.	 	  	Peabody Acquisition Coöperatie U.A. The Netherlands
		
	 	7.	 	  	Peabody AMBV2 B.V. The Netherlands
		
	 	8.	 	  	PEAMCoal Holdings Pty Ltd
		
	 	9.	 	  	PEAMCoal Pty Ltd
		
	 	10.	 	  	Peabody Energy Australia PCI Pty Ltd
		
	 	11.	 	  	Peabody Olive Downs Pty Ltd
		
	 	12.	 	  	Peabody Capricorn Pty Ltd
		
	 	13.	 	  	Peabody West Burton Pty Ltd
		
	 	14.	 	  	Peabody BB Interests Pty Ltd
		
	 	15.	 	  	Peabody Moorvale West Pty Ltd
		
	 	16.	 	  	Peabody West Walker Pty Ltd
		
	 	17.	 	  	Peabody West Rolleston Pty Ltd
		
	 	18.	 	  	Peabody Custom Mining Pty Ltd
		
	 	19.	 	  	Peabody Energy Australia PCI Equipment Pty Ltd
		
	 	20.	 	  	Peabody Energy Australia PCI Mine Management Pty Ltd
		
	 	21.	 	  	Peabody Moorvale Pty Ltd
		
	 	22.	 	  	Peabody Coppabella Pty Ltd


  
 -16- 









			
	 Peabody Entity

		
	23.	  	Peabody Energy Australia PCI Rush Pty Ltd
		
	24.	  	Peabody Budjero Holdings Pty Ltd
		
	25.	  	Peabody Budjero Pty Ltd
		
	26.	  	Peabody Energy Australia PCI (Berrigurra) Pty Ltd
		
	27.	  	Peabody Australia Mining Pty Ltd
		
	28.	  	Peabody Energy Australia Coal Pty Ltd
		
	29.	  	Peabody COALSALES Australia Pty Ltd
		
	30.	  	Peabody COALTRADE Australia Pty Ltd
		
	31.	  	Peabody Pastoral Holdings Pty Ltd
		
	32.	  	Peabody (Kogan Creek) Pty Ltd
		
	33.	  	Peabody (Wilkie Creek) Pty Ltd
		
	34.	  	Peabody CHPP Pty Ltd
		
	35.	  	Peabody (Bowen) Pty Ltd
		
	36.	  	North Goonyella Coal Mines Pty Ltd
		
	37.	  	Peabody (Burton Coal) Pty Ltd
		
	38.	  	Burton Coal Pty Ltd
		
	39.	  	Millennium Coal Pty Ltd
		
	40.	  	Wilpinjong Pty Ltd
		
	41.	  	Excel Equities International Pty Ltd
		
	42.	  	Wambo Coal Pty Ltd
		
	43.	  	North Wambo Pty Ltd
		
	44.	  	Wambo Coal Terminal Pty Ltd
		
	45.	  	Wambo Open Cut Pty Ltd


  
 -17- 









			
	 Peabody Entity

		
	46.	  	Peabody Coaltrade Asia Private Ltd
		
	47.	  	Peabody Global Services Pte. Ltd – Singapore
		
	48.	  	Peabody Investment & Development Business Services Beijing Co., Ltd – China
		
	49.	  	Peabody COALSALES Pacific Pty Ltd


  
 -18-