FORESIGHT ENERGY LP (NYSE:FELP) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement.

Note Purchase Agreement

On March 16, 2017, the Partnership, the Issuers and the
wholly-owned domestic restricted subsidiaries of the Issuers that
will guarantee the New Term Loan (the
Guarantors), entered into a Purchase
Agreement (the Purchase Agreement) with a
representative of the initial purchasers named therein
(collectively, the Initial Purchasers).
to the Purchase Agreement, the Initial Purchasers have agreed to
purchase, and the Issuers have agreed to sell, $425.0 million
aggregate principal amount of the Issuers 11.50% senior secured
second lien notes due 2023 (the New
Notes) at an issue price of 99.25%, plus accrued and
unpaid interest, if any. The Initial Purchasers intend to resell
the New Notes in an offering exempt from registration under the
Securities Act of 1933, as amended (the
Offering).

The closing of the Offering is expected to occur on March 28,
2017, and is subject to a number of conditions, including the
substantially concurrent closing of the New Term Loan. The
Purchase Agreement contains representations and warranties,
covenants and closing conditions that are customary for
transactions of this type. In addition, the Issuers and the
Guarantors have agreed to indemnify the Initial Purchasers
against certain liabilities on customary terms.

In the ordinary course of their various business activities, the
Initial Purchasers and their respective affiliates, officers,
directors and employees may purchase, sell or hold a broad array
of investments and actively trade securities, derivatives, loans,
commodities, currencies, credit default swaps and other financial
instruments for their own account and for the accounts of their
customers, and such investment and trading activities may involve
or relate to assets, securities and/or instruments of the Issuers
(directly, as collateral securing other obligations or otherwise)
and/or persons and entities with relationships with the Issuers.
The Initial Purchasers and their respective affiliates may also
communicate independent investment recommendations, market color
or trading ideas and/or publish or express independent research
views in respect of such

assets, securities or instruments and may at any time hold, or
recommend to clients that they should acquire, long and/or short
positions in such assets, securities and instruments.

The New Notes are being offered only to qualified institutional
buyers in reliance on Rule 144A under the Securities Act of 1933,
as amended (the Securities Act), and
outside the United States, only to non-U.S. investors to
Regulation S. Any New Notes will not be registered under the
Securities Act or any state securities laws and may not be
offered or sold in the United States absent an effective
registration statement or an applicable exemption from
registration requirements or in a transaction not subject to the
registration requirements of the Securities Act or any state
securities laws. This Current Report (as defined below) does not
constitute an offer to sell or the solicitation of an offer to
buy any security and shall not constitute an offer, solicitation
or sale in any jurisdiction in which such offering, solicitation
or sale would be unlawful.

Letter Agreement Amendment

On March 13, 2017, the Partnership, Foresight Reserves, LP
(Reserves), certain investors in Reserves
(together with Reserves, the Reserves Investor
Group) and Murray Energy Corporation
(Murray and, together with the
Partnership and the Reserves Investor Group, the
Parties) entered into the Amendment (the
Amendment) to Letter Agreement, dated as
of August 30, 2016 (the Letter
Agreement), among the Parties. Reserves and Murray
are significant equity holders in the Partnership and in the
Partnerships general partner.

In lieu of the Reserves Investor Groups notice and certain other
rights provided in the Letter Agreement, the Amendment provides
that the Reserves Investor Group may participate as a lender or
purchaser, as applicable, in the New Term Loan and the New Notes,
and such opportunity was provided. A member of the Reserves
Investor Group is expected to purchase an aggregate principal
amount of up to $20.0 million of the New Notes in the offering
and such purchase will be on the same terms and through the same
process as other purchasers in respect of the New Notes.

The Partnership and its affiliates may not change the terms of
such financing prior to the closing thereof without the consent
of the Reserves Investor Group. Furthermore, the Partnership and
its affiliates may not amend, replace, refinance, retire, redeem,
purchase, sell, incur or issue any debt (other than trade
accounts payable, letters of credit, guaranties and similar debt
incurred in the ordinary course of business), except (i) in
connection with the Refinancing Transactions, (ii) under the
Existing Revolving Credit Facility as it exists at the time of
the Amendment or (iii) under the Partnerships accounts receivable
financing facility as it exists at the time of the Amendment.

The foregoing description of the Amendment contained within this
Current Report on Form 8-K (this Current
Report) is qualified in its entirety by reference to
the full text of the Amendment attached hereto as Exhibit
10.1, which is incorporated herein by reference to this
Current Report.

Item 8.01 Other Events.

On March 17, 2017, the Partnership issued a press release
announcing the pricing of the Offering. A copy of this press
release is attached as Exhibit 99.1 hereto and is incorporated by
reference into this Current Report.

Cautionary Statement Regarding Forward-Looking Statements

This Current Report contains, and oral statements made from time
to time by our representatives may contain, forward-looking
statements regarding, among other things, our expected financial
results and our expectations regarding possible financing
transactions and agreements related thereto . You can identify
these forward-looking statements by the use of forward-looking
words such as outlook, intends, plans, estimates, believes,
expects, potential, continues, may, will, should, seeks,
approximately, predicts, anticipates, foresees, or the negative
version of these words or other comparable words and phrases. Any
forward-looking statement speaks only as of the date on which we
make it and is based upon our historical performance and on
current plans, estimates and expectations. While management
believes that these forward-looking statements are reasonable as
and when made, there can be no assurance that the future
developments affecting us will be those that we anticipate.

Our future results and financial condition may differ materially
from those we currently anticipate as a result of the various
factors, many of which are outside our control. Furthermore, the
successful consummation of the transactions and agreements
described herein on the terms described herein, or at all, is
subject to, among other things, capital market conditions,
agreement on principal terms between the parties, successful
negotiation of definitive documentation and any conditions
contained therein, all of which is not solely within our control.
Other factors that could affect the foregoing include, but are
not limited to, the market price for coal, the supply of, and
demand for, domestic and foreign coal, competition from other
coal suppliers, the cost of using the availability of other
fuels, the effects of technological developments, advances in
power technologies, the efficiency of our mines, the amount of
coal we are able to produce from our properties, operating
difficulties and unfavorable geologic conditions and other
uncertainties. These factors should be read in conjunction with
the risk factors included in our Annual Report on Form 10-K for
the year ended December 31, 2016 (filed with the SEC on March 1,
2017).

You are cautioned not to place undue reliance on forward-looking
statements, which are made only as of the date hereof. We
undertake no obligation to publicly update or revise any
forward-looking statements after the date they are made, whether
as a result of new information, future events or otherwise,
except as required by law.

Item 9.01. Financial Statements and
Exhibits.

(d) Exhibits

About FORESIGHT ENERGY LP (NYSE:FELP)

Foresight Energy LP is engaged in the mining and marketing of coal from reserves and operations located in the Illinois Basin. The Company controls over three billion tons of coal in the state of Illinois. Its reserves consist principally of over three contiguous blocks of high heat content (high Btu) thermal coal, which are used for longwall operations. Thermal coal is used by power plants and industrial steam boilers to produce electricity or process steam. The Company operates over four underground mining complexes in the Illinois Basin, including Williamson, which is located in southern Illinois near the town of Marion; Sugar Camp, which is located in southern Illinois approximately 10 miles north of Williamson; Hillsboro, which is located in central Illinois near the town of Hillsboro, and Macoupin, which is located in central Illinois near the town of Carlinville. Williamson, Sugar Camp and Hillsboro are longwall operations, and Macoupin is a continuous miner operation.

FORESIGHT ENERGY LP (NYSE:FELP) Recent Trading Information

FORESIGHT ENERGY LP (NYSE:FELP) closed its last trading session down -0.21 at 6.45 with 8,560 shares trading hands.