sell or otherwise dispose of assets;

enter into transactions with affiliates;

create or incur certain liens;

merge, consolidate or sell all or substantially all of the
Issuers and their subsidiaries assets;

place restrictions on the ability of FELLCs subsidiaries to pay
dividends or make other payments to us; and

designate FELLCs subsidiaries as unrestricted subsidiaries.

The Indenture contains certain usual and customary events of
default. If an event of default occurs, the holders of the
Notes are entitled to take various actions, including the
acceleration of amounts due under the Notes.

Optional Redemption

Prior to April1, 2020, the Issuers may redeem the Notes in
whole or in part at a price equal to 50% of the aggregate
principal amount thereof plus accrued and unpaid interest, if
any, plus the applicable make-whole premium. In addition, prior
to April1, 2020, the Issuers may redeem up to 35% of the
aggregate principal amount of the Notes at a price equal to
111.50% of the aggregate principal amount of the Notes redeemed
with the proceeds from a qualified equity offering, subject to
at least 50% of the aggregate principal amount of the Notes
remaining outstanding after giving effect to any such
redemption.

On or after April1, 2020, the Issuers may redeem the Notes at a
price equal to: (i)105.750% of the aggregate principal amount
of the Notes redeemed prior to April1, 2021; (ii)102.875% of
the aggregate principal amount of the Notes redeemed on or
after April1, 2021 but prior to April1, 2022; and (iii)100.000%
of the aggregate principal amount of the Notes redeemed
thereafter.

Repurchases of the Notes at the Option of Holders

Upon the occurrence of a change of control under the Indenture
(which, among other things, would include the acquisition of
more than 50% of the voting securities of the General Partner
(as defined below) by a person other than a permitted holder),
the Issuers will be obligated to offer to repurchase all of the
outstanding Notes at a price equal to 101% of the aggregate
principal amount thereof plus accrued and unpaid interest.
Permitted holders include Murray Energy (as defined below) and
its related entities, Chris Cline, Robert E. Murray, and their
beneficiaries. Additionally, in the case of certain asset sales
the Issuers will be obligated to offer to repurchase the Notes
in such amounts as determined in accordance with the Indenture
at a price of 50% of the aggregate principal amount thereof
plus accrued and unpaid interest.

The foregoing summary does not purport to be complete and is
qualified in its entirety by reference to the Indenture,
attached hereto as Exhibit4.1, incorporated herein by
reference.

Second Lien Collateral Agreement

On the Closing Date, the Issuers, each subsidiary of the
Issuers party thereto, and Lord Securities Corporation, as
Parity Lien Collateral Trustee, entered into a pledge and
security agreement (the Notes Collateral Agreement). to
the Notes Collateral Agreement, the payment and performance
when due of all obligations of the Issuers and the guarantors
under the Notes and related guarantees and any other designated
funded debt that is secured equally and ratably with the Notes
is and will be secured by the pledge and grant of security
interests contained in the Notes Collateral Agreement.

The foregoing summary does not purport to be complete and is
qualified in its entirety by reference to the Notes Collateral
Agreement, attached hereto as Exhibit10.4, incorporated herein
by reference.

New Credit Facilities

On the Closing Date, the Borrower entered into a new credit
agreement (the New Credit Agreement) providing for new
senior secured first-priority credit facilities (the New
Credit Facilities) consisting of:

a new senior secured first-priority $825.0 million term loan
with a maturity of five years (the Term Loan); and

a new senior secured first-priority $170.0 million revolving
credit facility with a maturity of four years, including both a
letter of credit subfacility and a swingline loan subfacility
(the Revolving Facility).

In addition, the Borrower may request one or more incremental
term loan facilities, and/or one or more increases in
commitments under the Revolving Facility (collectively,
incremental facilities) in an aggregate amount of up to
the sum of (x)$25.0 million plus (y)such additional amount so
long as, (i)in the case of loans under incremental facilities
secured by liens on the collateral that rank pari passu with
the liens on collateral securing the New Credit Facilities, our
pro forma net first lien secured leverage ratio would be no
greater than 2.75 to 1.0, (ii)in the case of loans under
incremental facilities secured by liens on collateral that rank
junior to the liens on the collateral securing the New Credit
Facilities, our pro forma net secured leverage ratio would be
no greater than 3.75 to 1.0 and (iii)in the case of unsecured
incremental facilities, our pro forma net total leverage ratio
would be no greater than 4.25 to 1.0, in each case subject to
certain conditions and receipt of commitments by existing or
additional lenders.

Interest and Fees

Amounts outstanding under the New Credit Facilities bear
interest as follows:

in the case of the Term Loan, at the Borrowers options, at
(a)LIBOR (subject to a LIBOR floor of 1.00%) plus 5.75% per
annum; or (b)a base rate plus 4.75% per annum; and

in the case of borrowings under the Revolving Facility, at the
Borrowers option, at (a)LIBOR (subject to a LIBOR floor of
zero) plus an applicable margin ranging from 5.25% to 5.50% per
annum or (b)a base rate plus an applicable margin ranging from
4.25% to 4.50% per annum, in each case, such applicable margins
to be determined based on our net first lien secured leverage
ratio.

In addition to paying interest on the outstanding principal
under the New Credit Facilities, we will be required to pay a
quarterly commitment fee with respect to the unused portions of
our Revolving Facility and customary letter of credit fees.

Amortization and Prepayments

The New Credit Facilities will require scheduled quarterly
amortization payments on the Term Loan in an aggregate annual
amount equal to 1.0% of the original principal amount of the
Term Loan, with the balance to be paid at maturity.

In addition, the New Credit Facilities will require us to
prepay outstanding borrowings, subject to certain exceptions,
with:

75% (which percentage will be reduced to 50%, 25% and 0% based
on satisfaction of specified net secured leverage ratio tests)
of our annual excess cash flow, as defined under the New Credit
Facilities;

50% of the net cash proceeds of non-ordinary course asset sales
and other dispositions of property, in each case subject to
certain exceptions and customary reinvestment rights;

50% of the net cash proceeds of insurance (other than insurance
proceeds relating to the Deer Run mine), in each case subject
to certain exceptions and customary reinvestment rights; and

50% of the net cash proceeds of any issuance or incurrence of
debt, other than proceeds from debt permitted under the New
Credit Facilities.

We may voluntarily repay outstanding loans under the New Credit
Facilities at any time, without prepayment premium or penalty,
except in connection with a repricing transaction in respect of
the Term Loan as described below, in each case subject to
customary breakage costs with respect to Eurodollar Rate loans.

Any refinancing through the issuance of certain debt or any
repricing amendment, in either case, that constitutes a
repricing transaction applicable to the Term Loan resulting in
a lower yield occurring at any time prior to the first
anniversary of the closing of the New Credit Facilities will be
accompanied by a 1.00% prepayment premium.

Guarantors and Collateral

All obligations under the New Credit Facilities are guaranteed
by FELP on a limited recourse basis (where recourse is limited
to its pledge of stock of the Borrower) and are or will

be unconditionally guaranteed, jointly and severally, on a
senior secured first-priority basis by each of the Borrowers
existing and future direct and indirect, wholly-owned domestic
restricted subsidiaries (which do not include Hillsboro Energy
LLC), subject to certain exceptions. The obligations will be
secured by a pledge of 50% of the Borrowers equity interests
and substantially all of the Borrowers assets and those of each
subsidiary guarantor, including capital stock of the subsidiary
guarantors and 65% of the capital stock of the first tier
foreign subsidiaries, in each case subject to exceptions.
Subject to permitted liens and certain other exceptions, such
security interests will consist of a first priority lien with
respect to the collateral securing the New Credit Facilities.

Restrictive Covenants and Other Matters

The New Credit Facilities will require that, commencing as of
the end of the second fiscal quarter in 2017, we comply on a
quarterly basis with a maximum net first lien secured leverage
ratio of 3.75:1.00, stepping down by 0.25x in each of the first
quarters of 2019 and 2021, which financial covenant will be
solely for the benefit of the lenders under the Revolving
Facility.

The New Credit Facilities will contain certain customary
affirmative covenants. The negative covenants in the New Credit
Facilities will include, among other things, limitations on our
ability to do the following, subject to certain exceptions and
baskets to be agreed:

incur additional debt;

create liens on certain assets;

make certain loans or investments (including acquisitions);

pay dividends on or make distributions in respect of our
capital stock or make other restricted junior payments;

consolidate, merge, sell or otherwise dispose of all or
substantially all of our assets;

sell or otherwise dispose of assets;

make capital expenditures;

enter into certain transactions with our affiliates;

enter into sale leaseback transactions;

change our lines of business;

restrict liens;

change our fiscal year; and

modify the terms of certain debt or organizational agreements.

The New Credit Facilities will contain certain customary events
of default, including relating to a change of control. The
definition of change of control is similar to that used in the
Indenture. If an event of default occurs and is continuing, the
lenders under the New Credit Facilities will be entitled to
take various actions, including the acceleration of amounts due
under the New Credit Facilities and all actions permitted to be
taken by a secured creditor in respect of the collateral
securing the New Credit Facilities.

The foregoing summary does not purport to be complete and is
qualified in its entirety by reference to the New Credit
Agreement, attached hereto as Exhibit10.1, incorporated herein
by reference.

First Lien Collateral Agreements

On the Closing Date, the Borrower, certain subsidiaries of the
Borrower and Lord Securities Corporation, as Priority Lien
Collateral Trustee, entered into a pledge and security
agreement (the Credit Facilities Security Agreement). to
the Credit Facilities Security Agreement, the payment and
performance when due of all obligations of the Borrower and the
guarantors under the New Credit Facilities and any other
designated funded debt that is secured equally and ratably with
the New Credit Facilities and related guarantees is and will be
secured by the pledge and grant of security interests contained
in the Credit Facilities Security Agreement.

On the Closing Date, FELP and Lord Securities Corporation, as
Priority Lien Collateral Trustee, entered into a pledge
agreement (the Credit Facilities Parent Pledge). to the
Credit Facilities Parent Pledge, the payment and performance
when due of all obligations of the Borrower and the guarantors
under the New Credit Facilities and related guarantees and any
other designated funded debt that is secured equally and
ratably with the New Credit Facilities is and will be secured
by the pledge and grant of a security interest in all of FELPs
interest in the equity of the Borrower.

The foregoing summary does not purport to be complete and is
qualified in its entirety by reference to the Credit Facilities
Security Agreement and Credit Facilities Parent Pledge,
attached hereto as Exhibits 10.2 and 10.3, respectively,
incorporated herein by reference.

Collateral Trust Agreement

The collateral granted to secure the indebtedness under the New
Credit Facilities, on a first-priority basis (except the pledge
by FELP of the equity interests in the Borrower), has also been
granted to secure the obligations under the Notes and the
related guarantees on a second-priority basis. The relative
priority of the liens afforded to the New Credit Facilities and
the Notes (and certain rights and obligations related thereto)
are set forth in a collateral trust agreement (the
Collateral Trust Agreement), dated as of the Closing
Date, by and among the Issuers, each of the grantors party
thereto, The Huntington National Bank, as administrative agent
under the New Credit Agreement, Wilmington Trust, National
Association, as trustee under the Indenture, and Lord
Securities Corporation, as collateral trustee.

The foregoing summary does not purport to be complete and is
qualified in its entirety by reference to the Collateral Trust
Agreement, attached hereto as Exhibit10.5, incorporated herein
by reference.

Amendments to Equipment Financing Arrangements

Sugar Camp Financing Arrangement Amendment

On the Closing Date, Sugar Camp Energy, LLC, as borrower, and
FELLC, as guarantor, entered into an amendment (the Sugar
Camp Amendment) to the credit agreement, dated as of
January5, 2010, among Sugar Camp Energy, LLC, as borrower, the
lenders party thereto, Crdit Agricole Corporate and Investment
Bank Deutschland, Niederlassung Einer Franzsischen Socit
Anonyme and Crdit Agricole Corporate and Investment Bank, as
administrative agent (as previously amended and further amended
by the Sugar Camp Amendment, the Sugar Camp Credit
Agreement), and related guaranty provided by FELLC (the
Sugar Camp Guaranty). The facility under the Sugar Camp
Credit Agreement provided financing for certain longwall mining
equipment and is secured by the assets financed with the
proceeds of the Sugar Camp Credit Agreement.

Under the Sugar Camp Amendment, certain covenants and
definitions in the Sugar Camp Credit Agreement and the Sugar
Camp Guaranty were conformed to the covenants and definitions
in the New Credit Agreement and the Sugar Camp Credit
Agreement.

The foregoing summary does not purport to be complete and is
qualified in its entirety by reference to the Sugar Camp
Amendment, attached hereto as Exhibit10.6, incorporated herein
by reference.

Hillsboro Financing Arrangement Amendment

On the Closing Date, Hillsboro Energy LLC, as borrower, and
FELLC, as guarantor, entered into an amendment (the
Hillsboro Amendment) to the credit agreement, dated as
of May14, 2010, among Hillsboro Energy LLC, as borrower, the
certain financial institutions party thereto, Crdit Agricole
Corporate and Investment Bank Deutschland, Niederlassung Einer
Franzsischen Socit Anonyme and Crdit Agricole Corporate and
Investment Bank, as administrative agent (as previously amended
and further amended by the Hillsboro Amendment, the
Hillsboro Credit Agreement), and related guaranty
provided by FELLC (the Hillsboro Guaranty). The facility
under the Hillsboro Credit Agreement provided financing for
certain longwall mining equipment and is secured by the assets
financed with the proceeds of the Hillsboro Credit Agreement.

Under the Hillsboro Amendment, certain covenants and
definitions in the Hillsboro Credit Agreement and the Hillsboro
Guaranty were conformed to the covenants and definitions in the
New Credit Agreement and the Hillsboro Credit Agreement.

The foregoing summary does not purport to be complete and is
qualified in its entirety by reference to the Hillsboro
Amendment, attached hereto as Exhibit10.7, incorporated herein
by reference.

Item 1.02. Termination of Material Definitive
Agreement.

Existing Credit Agreement

On the Closing Date, the Borrower terminated the third amended
and restated credit agreement (as amended, the Existing
Credit Agreement), dated as of August30, 2016, by and among
the Borrower, the lenders party thereto, and Citibank, N.A., as
administrative agent, and certain other parties, which governed
its former senior secured credit facilities (the Former
Credit Facilities). In connection with the termination, the
Borrower repaid all of its outstanding obligations in respect
of principal, interest and fees under the Former Credit
Facilities.

Second Lien Notes

On March27, 2017, Murray Energy Corporation and one of its
affiliates (together, Murray Energy) purchased a
combined total of 9,628,108 common units of the Company from
the Company for an aggregate purchase price of $60.6 million,
which proceeds were further contributed to FELLC (the Murray
Investment). On March27, 2017, the proceeds from the Murray
Investment were used to repay $54.5 million aggregate principal
amount of FELLCs Second Lien Senior Secured PIK Notes due 2021
(the Second Lien Notes) at the premium required by such
Second Lien Notes. The Murray Investment was approved by the
synergy and conflicts committee of the General Partner.

On March28, 2017, the Issuers gave notice to the trustee for
the Second Lien Notes of their election to redeem (the
Redemption) the full amount of remaining outstanding
Second Lien Notes on April27, 2017 (the Redemption Date)
and irrevocably instructed the trustee to give notice of such
Redemption to the holders thereof. The Issuers also irrevocably
deposited with the trustee, an amount in cash sufficient to
redeem such Second Lien Notes at a redemption price equal to
100.000% of the principal amount thereof plus the applicable
premium as of, and accrued and unpaid interest to (but
excluding), the Redemption Date, in accordance with the
provisions of the indenture governing the Second Lien Notes
(the Second Lien Notes Indenture). Upon such deposit,
the obligations under the Second Lien Notes and the Second Lien
Notes Indenture were satisfied and discharged.

The Company has agreed to provide Murray Energy with customary
registration rights with respect to the common units purchased
by Murray Energy to the Murray Investment.

Exchangeable PIK Notes

As previously disclosed, on March20, 2017, the Issuers issued a
conditional notice of redemption to Wilmington Trust, National
Association, as trustee, and American Stock Transfer Trust
Company, LLC, as notes administrator (the Notes
Administrator), to the indenture governing their Second
Lien Senior Secured Exchangeable PIK Notes due 2017 (the
Exchangeable PIK Notes) that the Issuers would redeem
(the Exchangeable PIK Notes

Redemption) all of the outstanding Exchangeable PIK
Notes on March28, 2017 at a redemption price equal to 100.000%
of the principal amount thereof, plus accrued and unpaid
interest thereon to, but excluding, the date of the
Exchangeable PIK Notes Redemption. On March28, 2017, the
Issuers deposited with the Notes Administrator funds sufficient
to pay the applicable redemption price on the date of the
Exchangeable PIK Notes Redemption. No Exchangeable PIK Notes
remain outstanding.

Intercreditor Agreements and Collateral Trust
Agreement

On the Closing Date, and in connection with the Refinancing
Transactions, each of the following agreements terminated:

the Intercreditor Agreement (Securitization), dated as of
August30, 2016, by and among Citibank, N.A., Wilmington Savings
Fund Society, FSB, the Third Lien Collateral Agent to the
extent a party thereto, the Issuer, each of the originators
party thereto from time to time, Foresight Receivables LLC and
PNC Bank, National Association;

the Intercreditor Agreement, dated as of August30, 2016, by and
among the Issuers, each of the guarantors party thereto,
Citibank, N.A., as the first lien administrative agent and
collateral agent, Wilmington Savings Fund Society, FSB as the
second lien collateral agent, Wilmington Trust, N.A., as
trustee under the Exchangeable PIK Notes indenture, Wilmington
Savings Fund Society, FSB, as trustee under the Second Lien
Notes indenture, each hedge bank, cash management bank and each
secured commodity swap counterparty party thereto from time to
time, the third lien collateral agent for the third lien
secured parties to the extent party thereto and each additional
representative from time to time party thereto; and

the Collateral Trust and Intercreditor Agreement, dated as of
August30, 2016, by and among the Issuers, the other Grantors
party thereto, Wilmington Savings Fund Society, FSB and
Wilmington Trust, National Association.

Item 2.03. Creation of a Direct Financial Obligation or
an Obligation under an Off-Balance Sheet Arrangement of a
Registrant.

The disclosure set forth in Item 1.01 of this Current Report on
Form8-K is incorporated into this item by reference.

Item 5.01 Changes in Control of Registrant.

Exercise of FEGP Option

Following completion of the Refinancing Transactions, Murray
Energy exercised its option (the FEGP Option) to acquire
an additional 46% voting interest in Foresight Energy GP LLC,
the general partner of FELP (the General Partner), from
Foresight Reserves LP (Reserves) and Michael J. Beyer
(Beyer) to the terms of that certain option agreement,
dated April16, 2015, among Murray Energy, Reserves and Beyer,
as amended, thereby increasing Murray Energys voting interest
in the General Partner to

80%. The aggregate exercise price of the FEGP Option was $15
million. Following the exercise of the FEGP Option, to the
operating agreement of the General Partner, all members of the
board of directors of the General Partner (the Board),
other than Paul Vining, are deemed appointed by Murray Energy
and can be removed and replaced by Murray Energy at its sole
discretion. Murray Energy is entitled to appoint a majority of
the Board. Reserves remains entitled to appoint at least one
board member.

Item 5.02 Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.

Departure of Mr.Christopher Cline

On March28, 2017, Mr.Christopher Cline resigned from the Board,
and from his role as Principal Strategy Advisor. Mr.Clines
resignation was not as a result of any disagreement with FELP
regarding any matter related to its operations, policies or
practices.

In connection with the departure of Mr. Cline, effective March
28, 2017, Robert D. Moore will serve as Chairman of the Board.

Appointment of Mr.Robert E. Murray

Mr.Robert E. Murray became a member of the Board, effective
March28, 2017.

Mr.Murray is 43 years old and since February2015 has been the
Executive Vice President Marketing and Sales of Murray Energy.
He previously served as Vice President Marketing, Sales and
Transportation of Murray Energy from 2012 to 2015, and served
as Vice President Business Development and External Affairs of
Murray Energy from 2007 to 2012. Since 2008, Mr.Murray also
served as the President of American Mountaineer Energy,Inc., a
wholly-owned subsidiary of Murray Energy. From 1996 to 2007,
Mr.Murray held various management positions within Murray
Energy and its affiliated operations, including General Manager
and Superintendent of The Ohio Valley Coal Company and Account
Executive and Manager of Transportation and Quality Control for
The American Coal Sales Company. Mr.Murray has extensive
experience in marketing and sales, quality control, and
transportation. Mr.Murray received his Bachelor of Science in
Mining Engineering from West Virginia University and an M.B.A.
from The Ohio State University.

Relationships between the Company and its subsidiaries on the
one hand and Murray Energy on the other hand are set forth
under the section entitled Certain Relationships and Related
Transactions and Director Independence in the Companys annual
report on Form10-K for the year ended December31, 2016 filed
with the Securities and Exchange Commission.

Mr.Murray became a member of the Board by way of the amended
operating agreement of the General Partner that went into
effect upon the exercise of the FEGP Option.

Item 8.01. Other Events.

Warrants

On the Closing Date, as a result of the Refinancing
Transactions, the warrants (the Warrants) issued on
August30, 2016 to acquire common units of FELP have become
exercisable by the holders thereof. As of the Closing Date,
each Warrant is exercisable for 12.8 common units of FELP at an
initial exercise price of $0.8928 per common unit, in each case
subject to adjustment.

Amended and Restated Management Services
Agreement

Upon the exercise of the FEGP Option, the General Partner
entered into an amended and restated management services
agreement (MSA) with Murray American Coal,Inc. (the
Manager), a wholly-owned subsidiary of Murray Energy, to
which the quarterly fee for the Manager to provide certain
management and administration services to FELP has been
increased to $5.0 million ($20.0 million on an annual basis)
and is subject to future contractual escalations and
adjustments. The initial term of the MSA extends through
December31, 2022 and is subject to termination provisions

Ancillary Agreements

Upon the exercise of the FEGP Option, other ancillary
agreements were also entered into by and among subsidiaries of
the Company, entities controlled by Chris Cline, and Murray
Energy. These agreements include (i)a cooperation among the
three of them regarding the moving, plugging, reconfiguring, or
modification of any applicable part(s)or portion(s)of an oil
and gas system controlled by an affiliate of Reserves to
accommodate the development, mining, processing,
transportation, or other function and/or activity of a mining
operation in Southern Illinois; and (ii)an option granted by
New River Royalty, a subsidiary of Reserves, to Murray Energy
and a subsidiary of the Company to purchase certain property.

Reimbursement

Murray Energy will reimburse the Company for certain costs
associated with the refinancing of the Exchangeable PIK Notes.

Item 9.01. Financial Statements and Exhibits.

(d)Exhibits