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PLEDGE AGREEMENT, dated as of September 24, 2013, among Peabody Investments <br />Corp., a Delaware corporation (the "Pledgor"), and Citibank, N.A., as administrative agent (in such <br />capacity, the "Administrative Agent") for (a) the banks and other financial institutions or entities (the <br />"Lenders") from time to time parties to the Amended and Restated Credit Agreement, dated as of the date <br />hereof (the "Credit Agreement"), among Peabody Energy Corporation, a Delaware corporation (the <br />"Borrower"), the Lenders, Citibank N.A., as Administrative Agent, Swing Line Lender and L/C Issuer <br />and the other parties party thereto and (b) the other Secured Parties (as hereinafter defined). The Lenders, <br />L/C Issuers, Swing Line Lender and Administrative Agent shall be referred to collectively herein as the <br />"Credit Parties". <br />WITNESSETH: <br />WHEREAS, pursuant to the Credit Agreement, the Lenders have severally agreed to make <br />extensions of credit to the Borrower upon the terms and subject to the conditions set forth therein; <br />the Pledgor; <br />WHEREAS, the Borrower is a member of an affiliated group of companies that includes <br />WHEREAS, the proceeds of the extensions of credit under the Credit Agreement will be <br />used in part to enable the Borrower to make valuable transfers to the Pledgor in connection with the <br />operation of their businesses; <br />WHEREAS, the Borrower and the Pledgor are engaged in related businesses, and the <br />Pledgor will derive substantial direct and indirect benefit from the making of the extensions of credit <br />under the Credit Agreement; and <br />WHEREAS, it is a condition precedent to the obligation of the Lenders to make their <br />respective extensions of credit to the Borrower under Article IV of the Credit Agreement <br />NY\5929604.13 <br />