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Peabody Energy Corp – ‘10-Q’ for 6/30/17 – ‘EX-10.9’

On: Monday, 8/14/17, at 7:21am ET · For: 6/30/17 · Accession #: 1064728-17-68 · File #: 1-16463

  As Of               Filer                 Filing    For·On·As Docs:Size

 8/14/17  Peabody Energy Corp               10-Q        6/30/17  103:17M

Quarterly Report — Form 10-Q — Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q        Quarterly Report                                    HTML   1.29M 
 2: EX-10.9     Material Contract                                   HTML     89K 
 7: EX-95.1     Mine-Safety Disclosure                              HTML    128K 
 3: EX-31.1     Certification -- §302 - SOA'02                      HTML     37K 
 4: EX-31.2     Certification -- §302 - SOA'02                      HTML     37K 
 5: EX-32.1     Certification -- §906 - SOA'02                      HTML     31K 
 6: EX-32.2     Certification -- §906 - SOA'02                      HTML     31K 
14: R1          Document and Entity Information                     HTML     48K 
15: R2          Unaudited Condensed Consolidated Statements of      HTML    142K 
                Operations                                                       
16: R3          Unaudited Condensed Consolidated Statements of      HTML     64K 
                Comprehensive Income                                             
17: R4          Unaudited Condensed Consolidated Statements of      HTML     38K 
                Comprehensive Income (Parenthetical)                             
18: R5          Condensed Consolidated Balance Sheets               HTML    149K 
19: R6          Condensed Consolidated Balance Sheets               HTML     77K 
                (Parenthetical)                                                  
20: R7          Unaudited Condensed Consolidated Statements of      HTML    187K 
                Cash Flows                                                       
21: R8          Unaudited Condensed Consolidated Statement of       HTML     89K 
                Changes in Stockholders' Equity                                  
22: R9          Unaudited Condensed Consolidated Statement of       HTML     34K 
                Changes in Stockholders' Equity (Parenthetical)                  
23: R10         Basis of Presentation                               HTML     46K 
24: R11         Newly Adopted Accounting Standards and Accounting   HTML     46K 
                Standards Not Yet Implemented                                    
25: R12         Emergence from the Chapter 11 Cases and Fresh       HTML    348K 
                Start Reporting                                                  
26: R13         Asset Impairment                                    HTML     36K 
27: R14         Discontinued Operations                             HTML     75K 
28: R15         Inventories                                         HTML     41K 
29: R16         Derivatives and Fair Value Measurements             HTML    162K 
30: R17         Coal Trading                                        HTML    175K 
31: R18         Intangible Contract Assets and Liabilities          HTML     59K 
32: R19         Equity Method Investments and Financing             HTML     39K 
                Receivables                                                      
33: R20         Property, Plant, Equipment and Mine Development     HTML     42K 
34: R21         Income Taxes                                        HTML     42K 
35: R22         Long-term Debt                                      HTML     76K 
36: R23         Pension and Postretirement Benefit Costs            HTML     80K 
37: R24         Accumulated Other Comprehensive Income (Loss)       HTML    133K 
38: R25         Other Events                                        HTML     36K 
39: R26         Earnings per Share (Eps)                            HTML    104K 
40: R27         Financial Instruments and Other Guarantees          HTML     46K 
41: R28         Commitments and Contingencies                       HTML     61K 
42: R29         Segment Information                                 HTML    220K 
43: R30         Correction of Prior Period Financial Statements     HTML     62K 
44: R31         Basis of Presentation (Policies)                    HTML     38K 
45: R32         Emergence from the Chapter 11 Cases and Fresh       HTML    351K 
                Start Reporting (Tables)                                         
46: R33         Discontinued Operations (Tables)                    HTML     68K 
47: R34         Inventories (Tables)                                HTML     41K 
48: R35         Derivatives and Fair Value Measurements (Tables)    HTML    180K 
49: R36         Coal Trading (Tables)                               HTML    173K 
50: R37         Intangible Contract Assets and Liabilities          HTML     54K 
                (Tables)                                                         
51: R38         Property, Plant, Equipment and Mine Development     HTML     42K 
                (Tables)                                                         
52: R39         Long-term Debt (Tables)                             HTML     58K 
53: R40         Pension and Postretirement Benefit Costs (Tables)   HTML     80K 
54: R41         Accumulated Other Comprehensive Income (Loss)       HTML    135K 
                (Tables)                                                         
55: R42         Earnings per Share (Eps) (Tables)                   HTML     98K 
56: R43         Segment Information (Tables)                        HTML    223K 
57: R44         Correction of Prior Period Financial Statements     HTML     61K 
                (Tables)                                                         
58: R45         Basis of Presentation - Fresh Start (Details)       HTML     32K 
59: R46         Emergence from the Chapter 11 Cases and Fresh       HTML     55K 
                Start Reporting - Summary of Provisions (Details)                
60: R47         Emergence from the Chapter 11 Cases and Fresh       HTML     63K 
                Start Reporting - Treatment of Classified Claims                 
                and Interest (Details)                                           
61: R48         Emergence from the Chapter 11 Cases and Fresh       HTML    121K 
                Start Reporting - Issuance of Equity Securities                  
                (Details)                                                        
62: R49         Emergence from the Chapter 11 Cases and Fresh       HTML     82K 
                Start Reporting - Debt Securities (Details)                      
63: R50         Emergence from the Chapter 11 Cases and Fresh       HTML    131K 
                Start Reporting - Additional Information (Details)               
64: R51         Emergence from the Chapter 11 Cases and Fresh       HTML    295K 
                Start Reporting - Effect of Reorganization Plan                  
                and Fresh Start Adjustments on Balance Sheet                     
                (Details)                                                        
65: R52         Emergence from the Chapter 11 Cases and Fresh       HTML     58K 
                Start Reporting - Gain on Settlement of                          
                Liabilities Subject to Compromise (Details)                      
66: R53         Emergence from the Chapter 11 Cases and Fresh       HTML     46K 
                Start Reporting - Sources and Uses of Cash Upon                  
                Emergence (Details)                                              
67: R54         Emergence from the Chapter 11 Cases and Fresh       HTML     52K 
                Start Reporting - Liabilities Subject to                         
                Compromise (Details)                                             
68: R55         Emergence from the Chapter 11 Cases and Fresh       HTML     46K 
                Start Reporting - Impact of Reorganization                       
                Adjustments (Details)                                            
69: R56         Emergence from the Chapter 11 Cases and Fresh       HTML     71K 
                Start Reporting - Adjustments to PP&E (Details)                  
70: R57         Emergence from the Chapter 11 Cases and Fresh       HTML     67K 
                Start Reporting - Reorganization Items, Net                      
                (Details)                                                        
71: R58         Asset Impairment (Details)                          HTML     43K 
72: R59         Discontinued Operations - Assets and Liabilities    HTML     79K 
                of Discontinued Operations (Details)                             
73: R60         Discontinued Operations - Patriot Related Matters   HTML     57K 
                (Details)                                                        
74: R61         Inventories - Schedule of Inventory (Details)       HTML     43K 
75: R62         Inventories - Narrative (Details)                   HTML     33K 
76: R63         Derivatives and Fair Value Measurements -           HTML     34K 
                Narrative (Details)                                              
77: R64         Derivatives and Fair Value Measurements - Gains     HTML     70K 
                and Losses on Hedging Derivatives (Details)                      
78: R65         Derivatives and Fair Value Measurements -           HTML     44K 
                Financial Instruments Measured on Recurring Basis                
                (Details)                                                        
79: R66         Derivatives and Fair Value Measurements -           HTML     36K 
                Long-term debt (Details)                                         
80: R67         Coal Trading - Trading Revenues and Offsetting      HTML    101K 
                (Details)                                                        
81: R68         Coal Trading - Fair Value (Details)                 HTML     97K 
82: R69         Coal Trading - Narrative (Details)                  HTML     63K 
83: R70         Intangible Contract Assets and Liabilities -        HTML     68K 
                Narrative (Details)                                              
84: R71         Intangible Contract Assets and Liabilities -        HTML     50K 
                Balances and Balance Sheet Classifications                       
                (Details)                                                        
85: R72         Equity Method Investments and Financing             HTML     54K 
                Receivables (Details)                                            
86: R73         Property, Plant, Equipment and Mine Development     HTML     52K 
                (Details)                                                        
87: R74         Income Taxes (Details)                              HTML     46K 
88: R75         Long-term Debt - Schedule of Debt (Details)         HTML    103K 
89: R76         Long-term Debt - Narrative (Details)                HTML    142K 
90: R77         Pension and Postretirement Benefit Costs (Details)  HTML     67K 
91: R78         Accumulated Other Comprehensive Income (Loss) -     HTML     70K 
                AOCI (Details)                                                   
92: R79         Accumulated Other Comprehensive Income (Loss) -     HTML     82K 
                Reclassification from AOCI (Details)                             
93: R80         Other Events (Details)                              HTML     53K 
94: R81         Earnings per Share (Eps) (Details)                  HTML     93K 
95: R82         Financial Instruments and Other Guarantees          HTML     67K 
                (Details)                                                        
96: R83         Commitments and Contingencies - Commitments         HTML     33K 
                (Details)                                                        
97: R84         Commitments and Contingencies - Contingencies       HTML     84K 
                (Details)                                                        
98: R85         Segment Information (Details)                       HTML    170K 
99: R86         Segment Information - Assets by Segment (Details)   HTML     54K 
100: R87         Correction of Prior Period Financial Statements     HTML     65K  
                (Details)                                                        
102: XML         IDEA XML File -- Filing Summary                      XML    190K  
101: EXCEL       IDEA Workbook of Financial Reports                  XLSX    146K  
 8: EX-101.INS  XBRL Instance -- btu-20170630                        XML   4.95M 
10: EX-101.CAL  XBRL Calculations -- btu-20170630_cal                XML    487K 
11: EX-101.DEF  XBRL Definitions -- btu-20170630_def                 XML   1.85M 
12: EX-101.LAB  XBRL Labels -- btu-20170630_lab                      XML   3.01M 
13: EX-101.PRE  XBRL Presentations -- btu-20170630_pre               XML   1.96M 
 9: EX-101.SCH  XBRL Schema -- btu-20170630                          XSD    326K 
103: ZIP         XBRL Zipped Folder -- 0001064728-17-000068-xbrl      Zip    476K

‘EX-10.9’ — Material Contract

This Exhibit is an HTML Document rendered as filed. [ Alternative Formats ]

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Exhibit

Exhibit 10.9

FIRST AMENDMENT TO THE SIXTH AMENDED AND RESTATED

RECEIVABLES PURCHASE AGREEMENT

This FIRST AMENDMENT TO THE SIXTH AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT (this "Amendment"), dated as of June 30, 2017, is entered into by and among the following parties:


(i)	P&L RECEIVABLES COMPANY, LLC, a Delaware limited liability company, as Seller;


(ii)	PEABODY ENERGY CORPORATION, a Delaware corporation (“Peabody”), as Servicer;


(iii)	the various parties identified on the signature pages hereto as Sub-Servicers;


(iv)	METROPOLITAN COLLIERIES PTY LTD, a proprietary company organized under the laws of Australia (“Metropolitan Collieries”); and


(v)	PNC BANK, NATIONAL ASSOCIATION (the “Administrator”), as Administrator and as the sole Purchaser Agent, Committed Purchaser, LC Bank and LC Participant on the date hereof.

BACKGROUND

1. The parties hereto have entered into that certain Sixth Amended and Restated Receivables Purchase Agreement, dated as of April 3, 2017 (as amended, amended and restated, supplemented or otherwise modified through the date hereof, the “Agreement”).

2.The Seller, Servicer, Administrator and Bank of America, N.A. are parties to that certain Deposit Account Control Agreement, dated as of the date hereof (the “New BoA Control Agreement”).

3.The Seller, Servicer, Administrator and National Australia Bank Limited are parties to that certain Deposit Account Control Agreement, dated as of the date hereof (the “New NAB Control Agreement”).

4.Metropolitan Collieries desires to join the Agreement as a “Sub-Servicer” thereunder.

5.Concurrently herewith, Metropolitan Collieries is entering into a Joinder Agreement, whereby it is becoming a party to the Australian Sale Agreement as an “Originator” thereunder.

6.Concurrently herewith, the Seller, Servicer and PNC Bank, National Association, as Administrator and as the sole Purchaser Agent, Committed Purchaser, LC Bank and LC Participant, are entering into that Amended and Restated Fee Letter.

7.The parties hereto desire to amend the Agreement on the terms and subject to the conditions set forth herein.

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

SECTION 1.Defined Terms. Capitalized terms used but not otherwise defined herein (including, without limitation, capitalized terms used in the above preamble and background section) have the respective meanings set forth in the Agreement (as amended hereby).

SECTION 2.Satisfaction of Section 5.21(a) and (b) of the Agreement. The Administrator hereby acknowledges and agrees that, upon the effectiveness of this Amendment in accordance with its terms, the conditions set forth in Section 5.21(a) and (b) of the Agreement shall have been satisfied.

SECTION 3.Joinder. From and after the date hereof, Metropolitan Collieries shall be a party to the Agreement as a “Sub-Servicer” for all purposes thereof. Each of the parties hereto hereby consents to the joinder of Metropolitan Collieries as a “Sub-Servicer” and any otherwise applicable conditions precedent thereto under the Agreement and the other Transaction Documents (other than as set forth herein) are hereby waived.

SECTION 4.Amendments to the Agreement. The Agreement is hereby amended as follows:

(a)The preamble to the Agreement is amended by inserting the phrase “, METROPOLITAN COLLIERIES PTY LTD, a proprietary company organized under the laws of Australia” after the phrase “PEABODY COPPABELLA PTY LTD, a proprietary company organized under the laws of Australia” where it appears therein.

(b)The following phrase is added to Section 5.1(a) of the Agreement after the first instance of the words “and the Majority LC Participants”:

and (if an amendment) the Seller and the Servicer, and if such amendment or waiver materially and adversely affects the obligations of the Sub-Servicers, the affected Sub-Servicers consent in writing thereto

(c)Clause (d) of Section 5.21 of the Agreement is restated in its entirety as follows:

(d) The Servicer shall on or prior to July 3, 2017 (or such later day as agreed in writing by the Administrator) (the “CMJV Notice End Date”) deliver to the Administrator a copy of the duly executed notice in form and substance reasonably acceptable to the Administrator (the “CMJV Notice”) from Peabody Coppabella of its updated notice details for the purposes of clause 28 (Notice) of the governing document of the joint venture to which Peabody Coppabella is a party entitled the “Coppabella and Moorvale Joint Venture Agreement” originally dated December 11, 2003 as amended and restated from time to time (the “CMJV Agreement”), which notice details shall have been delivered by Peabody Coppabella to the other joint venture participants in accordance with the CMJV Agreement and shall provide that any notice or correspondence given to Peabody Coppabella in connection with any actual or potential “Event of Default” relating to Peabody Coppabella (including any “Default Notice” and any notice of the type that is contemplated in paragraph (a) of the definition of “Event of Default”) (as each such term is defined in the CMJV Agreement) shall be copied to the Administrator. Notwithstanding anything in this Agreement to the contrary, in the event that the Servicer does not deliver the CMJV Notice by the CMJV Notice End Date, each Pool Receivable originated by Peabody Coppabella from and after the CMJV Notice End Date shall not be considered an Eligible Receivable notwithstanding such Pool Receivable meets the definition of “Eligible Receivable”. For the avoidance of doubt, all Pool Receivables originated by Peabody Coppabella prior to the CMJV Notice End Date that meet the criteria for Eligible Receivables shall be considered Eligible Receivables.

(d)The defined terms “Adjusted Cash Liquidity”, “CMJV Acknowledgement”, “CMJV Acknowledgement End Date” and “Qualifying One-Time Sale Proceeds” and the definitions thereof set forth in Exhibit I to the Agreement are deleted in their entirety.

(e)Exhibit I of the Receivables Purchase Agreement is amended by adding the following new defined terms and related definitions, in alphabetical order:

“CMJV Agreement” has the meaning set forth in Section 5.21.

“CMJV Notice” has the meaning set forth in Section 5.21.

“CMJV Notice End Date” has the meaning set forth in Section

5.21.

(f)The definition of “Australian Originator Excluded Receivable” set forth in Exhibit I to the Agreement is restated in its entirety as follows:

“Australian Originator Excluded Receivable” means (i) each Queensland Receivable, (ii) if the Administrator has delivered five days’ written notice to the Seller and Servicer that Receivables the Originator of which is Peabody Coppabella shall constitute “Australian Originator Excluded Receivables” (which determination shall be made at the sole discretion of the Administrator), each Receivable (determined without regard to the proviso to the definition thereof) the Originator of which is Peabody Coppabella and (iii) each Receivable (determined without regard to the proviso to the definition thereof) for which the related Contract prohibits such Receivable’s sale, transfer or assignment and the declaration or creation of a trust in respect of such Receivable pursuant to the Australian Purchase and Sale Agreement; provided that, for purposes of clause (iii), no Receivable identified as an Eligible Receivable in any Information Package or Interim Report shall constitute an Australian Originator Excluded Receivable.

(g)The definition of “Eligible Receivable” set forth in Exhibit I to the Agreement is amended by restating clause (s) thereof in its entirety as follows:

(s) if the Originator of which is Peabody Coppabella, (i) at any time after the CMJV Notice End Date, the CMJV Agreement shall not have been amended, modified or supplemented in any manner relating to the substance of the CMJV Notice or otherwise adverse to the Administrator without the prior written consent of the Administrator and (ii) the Administrator has not delivered five days’ written notice to the Seller and Servicer that Receivables the Originator of which is Peabody Coppabella shall cease to constitute “Eligible Receivables”, which determination shall be made at the sole discretion of the Administrator.

(h)The definition of “Minimum Cash Liquidity Event” set forth in Exhibit I to the Agreement is amended by replacing the phrase “Adjusted Cash Liquidity” where it appears therein with the phrase “Cash Liquidity” therefor.

(i)The definition of “Minimum Cash Liquidity Trigger Event” set forth in Exhibit I to the Agreement is amended by replacing the phrase “Adjusted Cash Liquidity” where it appears therein with the phrase “Cash Liquidity” therefor.

(j)Sub-clause (iv) of clause (l) of Section 2 of Exhibit IV to the Agreement is amended by deleting the phrase “and Adjusted Cash Liquidity” in each place where it appears therein.

(k)Clause (l) of Section 2 of Exhibit IV to the Agreement is amended by deleting the word “and” at the end of sub-clause (xii) thereof, deleting the period “.” at the end of sub-clause (xiii) thereof and substituting “; and” therefor and adding the following new sub-clause (xiv):

(xiv) (A) as soon as available and in any event within 30 days after the end of each month, monthly management accounts for such month in form satisfactory to the Administrator, together with a certification (for and on behalf of Peabody Coppabella) from the chief financial officer of Peabody Coppabella that no Insolvency Event (as defined in the CMJV Agreement) has occurred with respect to Peabody Coppabella and that there are no reasonable grounds to suspect that Peabody Coppabella is unable to pay its debts as and when they fall due and (B) prompt (within one Business Day) notice of (x) any amendment to the CMJV Agreement relating to the substance of the CMJV Notice or otherwise adverse to the Administrator and (y) Peabody Coppabella becoming aware of any “Event of Default” (as defined in the CMJV Agreement) or other event permitting, in either case, any Person to commence proceedings to enforce the security interests granted by Peabody Coppabella under “Deed of Cross Charge Coppabella and Moorvale Joint Venture” dated December 11, 2003.

(1)The following new Section 4 is added to Exhibit IV to the Agreement immediately following the existing Section 3 thereof:

4. Covenants of the Servicer and Seller Regarding BOA Linked Accounts. Until the Final Payout Date, except for the deposit accounts listed on Annex I at Bank of America, N.A. (the “BOA Permitted Linked Accounts”), neither the Seller nor Servicer shall permit any “Linked Account” (as defined in the Lock-Box Agreement with Bank of America, N.A.) to exist with respect to any Lock-Box Account; provided, however, that during the continuance of a Termination Event, Unmatured Termination Event or following the occurrence of a Minimum Cash Liquidity Event if so instructed by the Administrator (in its sole discretion), the Seller and Servicer shall cause each BOA Permitted Linked Account to cease being a “Linked Account” promptly, but not later than two (2) Business Days following the Seller’s or the Servicer’s receipt of such instruction. The Servicer shall at all times ensure that (i) the account balance in each BOA Permitted Linked Account is greater than zero and will exceed the aggregate “Settlement Item Amount” (as defined in the Lock-Box Agreement with Bank of America, N.A.) of all “Settlement Items” (as defined in the Lock-Box Agreement with Bank of America, National Association) at any time outstanding with respect to such BOA Permitted Linked Account and (ii) no amount will be debited against any Lock-Box Account as a result of any “Settlement Item” that originated in a BOA Permitted Linked Account or any account other than a Lock-Box Account.

(m)Schedule II to the Agreement is replaced in its entirety with Schedule II attached hereto.

(n)Schedule IX to the Agreement is replaced in its entirety with Schedule IX attached hereto.

(o)Annex I hereto is hereby added to the Agreement as Annex I thereto.

SECTION 5.Representations and Warranties. Each of the Seller, the Servicer and the Sub-Servicers hereby represents and warrants to the Administrator, the Purchaser Agents and the Purchasers as follows:

(a)the execution and delivery by such Person of this Amendment, and the performance of its obligations under this Amendment, the Agreement (as amended hereby) and the other Transaction Documents (as defined in the Agreement) to which it is a party are within its organizational powers and have been duly authorized by all necessary action on its part, and this Amendment, the Agreement (as amended hereby) and the other Transaction Documents to which it is a party are its valid and legally binding obligations, enforceable in accordance with its terms;

(b)the representations and warranties made by such Person in the Agreement (as amended hereby) and each of the other Transaction Documents to which it is a party are true and correct as of the date hereof (as the case may be), unless stated to relate solely to an earlier date, in which case such representations or warranties were true and correct as of such earlier date); and

(c)no event has occurred and is continuing, or would result from this Amendment, that constitutes a Termination Event or an Unmatured Termination Event.

SECTION 6.Effect of Amendment. All provisions of the Agreement, as expressly amended and modified by this Amendment, shall remain in full force and effect. After this Amendment becomes effective, all references in the Agreement (or in any other Transaction Document) to “this Agreement”, “hereof”, “herein” or words of similar effect referring to the Agreement shall be deemed to be references to the Agreement as amended by this Amendment. This Amendment shall not be deemed, either expressly or impliedly, to waive, amend or supplement any provision of the Agreement other than as set forth herein.

SECTION 7.Conditions to Effectiveness. The effectiveness of the Amendment is subject to the condition precedent that (a) the Administrator shall have received, on or before the date hereof, each of the following, each in form and substance (including the date thereof) reasonably satisfactory to the Administrator and each Purchaser Agent, counterparts of (i) this Amendment, (ii) the New BoA Control Agreement, (iii) the New NAB Control Agreement and (iv) each of the documents, agreements (in fully executed form), opinions of counsel, lien search results, UCC filings, certificates and other deliverables listed on the closing memorandum attached as Exhibit A hereto and (b) all fees and expenses payable by the Seller on the date hereof to the Administrator and each Purchaser have been paid in full in accordance with the terms of the Transaction Documents.

SECTION 8.Counterparts. This Amendment may be executed in any number of counterparts and by different parties on separate counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute but one and the same instrument. Delivery of

an executed counterpart of a signature page to this Amendment by facsimile or electronic transmission shall be effective as delivery of a manually executed counterpart hereof.

SECTION 9.Severability. Each provision of this Amendment shall be severable from every other provision of this Amendment for the purpose of determining the legal enforceability of any provision hereof, and the unenforceability of any provision hereof, and the unenforceability of one or more provisions of this Amendment in one jurisdiction shall not have the effect of rendering such provision or provisions unenforceable in any other jurisdiction.

SECTION 10.Governing Law. This Amendment shall be governed by, and construed in accordance with, the internal laws of the State of New York (including for such purposes Sections 5-1401 and 5-1402 of the General Obligations Law of the State of New York).

SECTION 11.Section Headings. The various headings of this Amendment are included for convenience only and shall not affect the meaning or interpretation of this Amendment, the Agreement or any provision hereof or thereof.

Signature pages follow.

IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first written above.

THE SELLER:

P&L RECEIVABLES COMPANY, LLC,

as Seller

By: /s/ James A. Tichenor

Name: James A. Tichenor

Title: Vice President & Treasurer

THE SERVICER:

PEABODY ENERGY CORPORATION, as Servicer

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

Name: Walter L. Hawkins, Jr.

Title: Senior Vice President, Finance

S-1 First Amendment to 6th A&R RPA (Peabody)

THE SUB-SERVICERS:

COALSALES II, LLC

Peabody Arclar Mining, LLC

Peabody Bear Run Mining, LLC

Peabody Caballo Mining, LLC

Peabody COALSALES, LLC

Peabody COALTRADE, LLC

PEABODY GATEWAY NORTH MINING, LLC

PEABODY HOLDING COMPANY, LLC

PEABODY MIDWEST MINING, LLC

Peabody Powder River Mining, LLC

Peabody Wild Boar Mining, LLC

TWENTYMILE COAL, LLC

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

Name: Walter L. Hawkins, Jr.

Title: Senior Vice President, Finance

PEABODY WESTERN COAL COMPANY

By: /s/ Robert F. Bruer

Name: Robert F. Bruer

Title: Vice President

S-2 First Amendment to 6th A&R RPA (Peabody)

Signed for and on behalf of Millennium Coal

Pty Ltd ACN 089 566 021 by its attorney under a

power of attorney dated 24 March 2017 in the

presence of:



/s/ *Greta Burkett*			/s/ Maria da Conceicao da Silva de Santana
Signature of witness			Signature of attorney who declares that the attorney has not received any notice of the revocation of the power of attorney

Greta Burkett			Maria da Conceicao da Silva de Santana
Full name of witness			Full name of attorney

Signed for and on behalf of Peabody (Bowen)

Pty Ltd ACN 010 879 526 by its attorney under a

power of attorney dated 24 March 2017 in the

presence of:



/s/ *Greta Burkett*			/s/ Maria da Conceicao da Silva de Santana
Signature of witness			Signature of attorney who declares that the attorney has not received any notice of the revocation of the power of attorney

Greta Burkett			Maria da Conceicao da Silva de Santana
Full name of witness			Full name of attorney

Signed for and on behalf of Peabody

COALSALES Pacific Pty Ltd ACN 146 797 408

(in its own right and not in any other capacity) by

its attorney under a power of attorney dated 24

March 2017 in the presence of:



/s/ *Greta Burkett*			/s/ Maria da Conceicao da Silva de Santana
Signature of witness			Signature of attorney who declares that the attorney has not received any notice of the revocation of the power of attorney

Greta Burkett			Maria da Conceicao da Silva de Santana
Full name of witness			Full name of attorney

S-3 First Amendment to 6th A&R RPA (Peabody)

Signed for and on behalf of Peabody

Coppabella Pty Ltd ACN 095 976 042 by its

attorney under a power of attorney dated 24

March 2017 in the presence of:



/s/ *Greta Burkett*			/s/ Maria da Conceicao da Silva de Santana
Signature of witness			Signature of attorney who declares that the attorney has not received any notice of the revocation of the power of attorney

Greta Burkett			Maria da Conceicao da Silva de Santana
Full name of witness			Full name of attorney

Signed for and on behalf of Wambo Coal Pty Ltd

ACN 000 668 057 by its attorney under a

power of attorney dated 24 March 2017 in the

presence of:



/s/ *Greta Burkett*			/s/ Maria da Conceicao da Silva de Santana
Signature of witness			Signature of attorney who declares that the attorney has not received any notice of the revocation of the power of attorney

Greta Burkett			Maria da Conceicao da Silva de Santana
Full name of witness			Full name of attorney

Signed for and on behalf of Wilpinjong Coal Pty

Ltd ACN 104 594 694 by its attorney under a

power of attorney dated 24 March 2017 in the

presence of:



/s/ *Greta Burkett*			/s/ Maria da Conceicao da Silva de Santana
Signature of witness			Signature of attorney who declares that the attorney has not received any notice of the revocation of the power of attorney

Greta Burkett			Maria da Conceicao da Silva de Santana
Full name of witness			Full name of attorney

S-4 First Amendment to 6th A&R RPA (Peabody)

Signed for and on behalf of Metropolitan

Collieries Pty Ltd ACN 003 135 635 (in its own

right and not in any other capacity) by its attorney

under a power of attorney dated 27 June 2017 in

the presence of:



/s/ *Greta Burkett*			/s/ Maria da Conceicao da Silva de Santana
Signature of witness			Signature of attorney who declares that the attorney has not received any notice of the revocation of the power of attorney

Greta Burkett			Maria da Conceicao da Silva de Santana
Full name of witness			Full name of attorney

S-5 First Amendment to 6th A&R RPA (Peabody)

PNC’S PURCHASER GROUP:

PNC BANK, NATIONAL ASSOCIATION,

as Purchaser Agent for its Purchaser Group and as Committed Purchaser

By: /s/ Michael Brown

Name: Michael Brown

Title: Senior Vice President

S-6 First Amendment to 6th A&R RPA (Peabody)

PNC BANK, NATIONAL ASSOCIATION,

as an LC Participant for its Purchaser Group and as the LC Bank

By: /s/ Michael Brown

Name: Michael Brown

Title: Senior Vice President

S-7 First Amendment to 6th A&R RPA (Peabody)

THE ADMINISTRATOR:

PNC BANK, NATIONAL ASSOCIATION,

as Administrator

By: /s/ Michael Brown

Name: Michael Brown

Title: Senior Vice President

S-8 First Amendment to 6th A&R RPA (Peabody)

Dates Referenced Herein and Documents Incorporated by Reference

This ‘10-Q’ Filing	Date	Other Filings

Filed on:	8/14/17	10-K/A, 10-Q/A, 424B3, CORRESP, POS AM, UPLOAD
	7/3/17
For Period end:	6/30/17	UPLOAD
	4/3/17	3, 4, 8-A12B, 8-K, CERTNYS, S-8
	12/11/03	4
		List all Filings

4 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/23/24  Peabody Energy Corp.              10-K       12/31/23  147:47M
 2/24/23  Peabody Energy Corp.              10-K       12/31/22  138:66M
 2/18/22  Peabody Energy Corp.              10-K       12/31/21  158:108M
 2/23/21  Peabody Energy Corp.              10-K       12/31/20  147:55M

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Filing Submission 0001064728-17-000068 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Peabody Energy Corp – ‘10-Q’ for 6/30/17 – ‘EX-10.9’

On: Monday, 8/14/17, at 7:21am ET · For: 6/30/17 · Accession #: 1064728-17-68 · File #: 1-16463

Quarterly Report — Form 10-Q — Sect. 13 / 15(d) – SEA’34Filing Table of Contents

‘EX-10.9’ — Material Contract

This Exhibit is an HTML Document rendered as filed. [ Alternative Formats ]

Dates Referenced Herein and Documents Incorporated by Reference

4 Subsequent Filings that Reference this Filing

Quarterly Report — Form 10-Q — Sect. 13 / 15(d) – SEA’34
Filing Table of Contents