Exhibit 10.1

FORBEARANCE

FORBEARANCE, dated as of April 15, 2019 (this “ Agreement ”), by and among Cloud Peak Energy Resources LLC, a Delaware limited liability company (the “ Company ”), Cloud Peak Finance Corp., a Delaware corporation (together with the Company, the “ Issuers ”), Cloud Peak Energy Inc., a Delaware corporation (the “ Parent Guarantor ” and, together with the Issuers, the “ Note Parties ”), and the undersigned (the “ Holder ”) as investment advisor of discretionary accounts for the holders or beneficial owners  of the 2024 Notes (as defined below).

WHEREAS, the Issuers are the issuers under that certain First Supplemental Indenture, dated as of March 11, 2014, among the Issuers, the Parent Guarantor, the subsidiary guarantors signatory thereto and Wilmington Trust, National Association, as trustee (the “ Trustee ”) (as amended, modified or supplemented prior to the date hereof, the “ 2024 Indenture ” and, the notes issued thereunder, the “ 2024 Notes ”);

WHEREAS, the Issuers failed to make the interest payment due on March 15, 2019 on the 2024 Notes as required pursuant to the 2024 Indenture (the “ March Interest Payment ”), and the continuance of the default in the payment thereof beyond a period of thirty (30) days constitutes an Event of Default under the 2024 Indenture (the “ Interest Payment Default ”);

WHEREAS, upon the occurrence of an Event of Default and so long as such Event of Default is continuing, the Trustee or the holders of at least twenty-five percent (25%) in aggregate principal amount of the then outstanding 2024 Notes may declare the principal of and accrued interest on the 2024 Notes to be immediately due and payable, and exercise all other rights and remedies available under the 2024 Indenture;

WHEREAS, the holders of a majority in aggregate principal amount of the then outstanding 2024 Notes may, by written notice to the Trustee, direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred upon the Trustee;

WHEREAS, as of the date hereof, the Holder holds a majority in aggregate principal amount of the 2024 Notes outstanding;

WHEREAS, the Note Parties have requested that the Holder, and the Holder agreed to, subject to the terms and conditions set forth herein, temporarily forbear from accelerating the 2024 Notes or directing the Trustee to accelerate the 2024 Notes with respect to the Interest Payment Default in order to permit the Note Parties to continue discussions with certain parties in interest regarding a potential restructuring transaction; and

WHEREAS, terms used but not otherwise defined herein shall have the meanings given to them in the 2024 Indenture.

NOW, THEREFORE, in consideration of the premises and covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:

Section 1.               Forbearance .

(a)           Subject to the satisfaction of the conditions precedent set forth in Section 3 below and the continued satisfaction of the conditions set forth in Section 4 below, respectively, as of the date hereof, the Holder hereby agrees that during the period beginning on the date hereof and ending on the Forbearance Termination Date (the “ Forbearance Period ”), it will not enforce, or otherwise take any action to direct enforcement of, any of the rights and remedies available to the Holder or the Trustee under the 2024 Indenture or the 2024 Notes or otherwise, including, without limitation, any action to accelerate, or join in any request for acceleration of, the 2024 Notes (“ Remedial Action ”) under the 2024 Indenture or the 2024 Notes, with respect to the Interest Payment Default (such forbearance, the “ Forbearance ”).  As used herein, “ Forbearance Termination Date ” means the earlier to occur of (a) 11:59 p.m. (New York City time) on May 1, 2019 and (b) two (2) Business Days following written notice from the Holder of any breach by any Note Party of any of the conditions or agreements provided in this Agreement (which breach remains uncured during such period).

(b)           This Agreement shall in no way be construed to preclude the Holder from acquiring or, subject to Section 15 of this Agreement, selling 2024 Notes to the extent permitted by applicable law.  However, such Holder shall, automatically and without further action, remain subject to this Agreement with respect to any 2024 Notes so acquired.  The foregoing forbearances shall not be construed to impair the ability of the Holder or the Trustee to exercise any rights or remedies under the 2024 Indenture or take any Remedial Action (x) at any time after the Forbearance Period or (y) during the Forbearance Period, for Events of Default other than the Interest Payment Default, and, except as provided herein, nothing shall restrict, impair or otherwise affect the exercise of the Holder’s or the Trustee’s rights under this Agreement, the 2024 Indenture or the 2024 Notes.

(c)           With respect to the Forbearance, the Holder’s agreements, as provided herein, shall immediately terminate without requirement for any notice, demand or presentment of any kind on the Forbearance Termination Date, and the Note Parties shall thereafter be obligated to comply with and perform all terms, conditions and provisions of the 2024 Indenture and the 2024 Notes without giving effect to the Forbearance, and the Trustee and the Holder may at any time thereafter proceed to exercise any and all of their rights and remedies, including, without limitation, their rights and remedies in connection with the Interest Payment Default and any other Events of Default that may have occurred under the 2024 Indenture or their rights under this Agreement, to the extent then-continuing.

(d)           The Holder hereby directs the Trustee not to take any Remedial Action solely with respect to the Interest Payment Default.  The parties hereto agree that this Agreement shall be delivered to the Trustee by the Holder promptly upon effectiveness hereof, and that the Holder shall, upon request from the Issuers, provide such further direction to the Trustee as may be necessary to effectuate the intent of the foregoing.  In the event that any Person takes any action to declare all of the 2024 Notes immediately due and payable pursuant to Section 7.02 of the 2024 Indenture during the Forbearance Period due solely to the Interest Payment Default, the Holder agrees and hereby directs the Trustee to forbear from taking any Remedial Actions in connection with such acceleration to the fullest extent permitted under the 2024 Indenture.

Section 2.               Representations and Warranties .

By its execution of this Agreement, each Note Party hereby represents and warrants to the Holder that:

(a)           Each Note Party has duly executed and delivered this Agreement, and this Agreement constitutes the legal, valid and binding obligation of each Note Party enforceable against it in accordance with its terms, except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law); and

(b)           Neither the execution, delivery or performance by any Note Party of this Agreement, nor compliance by it with the terms and provisions thereof, (i) will contravene any provision of applicable law, (ii) will conflict with or result in any breach of any of the terms, covenants, conditions or provisions of, or constitute a default under, or result in the creation or imposition of (or the obligation to create or impose) any Lien upon any of the property or assets of any Note Party or any of its Subsidiaries pursuant to the terms of any indenture, mortgage, deed of trust, credit agreement or loan agreement, or any other material agreement, contract or instrument, in each case to which any Note Party or any of its Subsidiaries is a party or by which it or any its property or assets is bound or to which it may be subject, or (iii) will violate any provision of the certificate or articles of incorporation, certificate of formation, limited liability company agreement, limited partnership agreement or by-laws (or equivalent constitutional, organizational and/or formation documents), as applicable, of any Note Party.

Section 3.               Conditions Precedent .  The effectiveness of this Agreement and the obligations of the Holder hereunder are subject to the satisfaction, or waiver by the Holder, of the following conditions (the date upon which all such conditions are met, the “ Forbearance Effective Date ”):

(a)           Counterparts .  The execution of this Agreement by each Note Party and the Holder.

(b)           No Default .  No Default or Event of Default under the 2024 Indenture other than the Interest Payment Default shall have occurred and be continuing as of the date the condition set forth in Section 3(a) is satisfied.

Section 4.               Forbearance Continuing Conditions .  The continued satisfaction of each of the following shall be a condition to the Forbearance:

(a)           No voluntary petition for relief under any Bankruptcy Law is filed by any Note Party; and

(b)           No involuntary petition for relief under any Bankruptcy Law is filed against any Note Party.

Section 5.               Representation of the Holder .  The Holder represents that, as of the date hereof, it is the beneficial owner and/or investment advisor or manager of discretionary accounts for the holders or beneficial owners of the aggregate principal amount of the 2024 Notes set forth on the signature page hereof beneath its name, and has all necessary power and authority to enter into this Agreement, grant the Forbearance with respect to such Notes and perform its obligations hereunder.

Section 6.               Confidentiality .  Each of the Note Parties shall not disclose to any person or entity the Holder’s holdings set forth on its signature page to this Agreement or otherwise disclose the Holder’s holdings information (collectively, the “ Holder Information ”) except:  (1) that the Note Parties may attach this Agreement, with the Holder’s holdings set forth on its signature page to this Agreement redacted, but without redacting any other portion of this Agreement (i.e., the Note Parties may disclose the Holder’s identity and the fact that the Holder holds a majority of the 2024 Notes) to any public filings the Note Parties are required to make pursuant to securities regulations; (2) in any legal proceeding relating to this Agreement; provided that the relevant Note Party shall use its reasonable best efforts to maintain the confidentiality of such Holder Information in the context of any such proceeding; (3) to the extent required by law; and (4) in response to a subpoena, discovery request, or a request from a government agency, regulatory authority or securities exchange for information regarding Holder Information or the information contained therein; provided, however, that each of the Note Parties will, to the extent permitted by applicable law or regulation, provide the Holder with prompt written notice of any such request or requirement so that the Holder may seek, at the Note Parties’ expense, a protective order or other appropriate remedy and each Note Party will fully cooperate with the Holder’s efforts to obtain the same.  Notwithstanding anything to the contrary in this Section 6, the Note Parties may, to effectuate and evidence the direction to the Trustee contained herein, at any time, and from time to time, during the Forbearance Period, provide the Trustee with an executed copy of this Agreement, including the Holder’s signature page.

Section 7.               Notice of Default .  The Note Parties shall provide notice to the Holder as soon as possible, but in any event within one (1) Business Day, of the occurrence of any breach of this Agreement or additional Event of Default (other than the Interest Payment Default) under the 2024 Indenture, which notice shall state that such event occurred and set forth, in reasonable detail, the facts and circumstances that gave rise to such event.  Such notice shall be delivered by electronic mail to:

Nomura Corporate Research and Asset Management Inc.

309 West 49th Street

New York, NY 10019

Attn: Joshua Givelber (joshua.givelber@nomura.com)

Section 8.               Effect on the 2024 Indenture .  Except as expressly set forth herein, this Agreement shall not by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the rights and remedies of the Holder or the Trustee under the 2024 Indenture or the 2024 Notes, and shall not, except as expressly set forth herein, alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the 2024 Indenture or the 2024 Notes or any other provision of the 2024 Indenture or the 2024 Notes, all of which are ratified and affirmed in all respects and shall continue in full force and effect.

Section 9.               Counterparts .  This Agreement may be executed in any number of counterparts and by different parties hereto on separate counterparts, each of which when so executed and delivered shall be deemed to be an original, but all of which when taken together shall constitute a single instrument.  Delivery of an executed counterpart of a signature page of this Agreement by electronic transmission shall be effective as delivery of a manually executed counterpart hereof.

Section 10.             Governing Law .  THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO ITS CONFLICTS OF LAW PRINCIPLES THAT WOULD PROVIDE FOR THE APPLICATION OF THE LAW OF ANY OTHER JURISDICTION.

Section 11.             Headings .  The headings of this Agreement are for purposes of reference only and shall not limit or otherwise affect the meaning hereof.

Section 12.             Relationship of Parties; No Third Party Beneficiaries .  Nothing in this Agreement shall be construed to alter the existing debtor-creditor relationship between the Note Parties and the Holder or the Trustee.  This Agreement is not intended, nor shall it be construed, to create a partnership or joint venture relationship between or among any of the parties hereto.  No person other than a party hereto is intended to be a beneficiary hereof and no person other than a party hereto shall be authorized to rely upon or enforce the contents of this Agreement.

Section 13.             Entire Agreement; Modification of Agreement; Verbal Agreements Not Binding .  This Agreement constitutes the entire understanding of the parties with respect to the subject matter hereof, and supersedes all other discussions, promises, representations, warranties, agreements and understandings between the parties with respect thereto.  This Agreement may not be modified, altered or amended except by an agreement in writing signed by a duly authorized representative of each Note Party and the Holder.

Section 14.             Non-Waiver of Default .  Neither this Agreement nor any forbearance hereunder shall be deemed a waiver of or consent to the Interest Payment Default or to any other Default or Event of Default or any other term or provision of the 2024 Indenture.  Each of the Note Parties acknowledges that the Trustee and the Holder have made no representations as to what actions, if any, they will take after the Forbearance Period, and the Holder reserves any and all rights, remedies, and claims it has (after giving effect hereto) with respect to the Interest Payment Default and each other Default or Event of Default that may occur.

Section 15.             Successors and Assigns .  This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

Section 16.             Severability .  If any provision of this Agreement is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of this Agreement will remain in full force and effect, and any provision of this Agreement held invalid or unenforceable only in part or degree will remain in full force and effect to the extent not held invalid or unenforceable, in each case, so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party hereto.  Upon any such determination of invalidity, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby are consummated as originally contemplated to the greatest extent possible.

Section 17.             Release .  EACH OF THE NOTE PARTIES, ON ITS OWN BEHALF AND ON BEHALF OF ITS SUCCESSORS AND ASSIGNS (EACH OF THE FOREGOING, COLLECTIVELY, THE “ RELEASING PARTIES ”), HEREBY ACKNOWLEDGES AND STIPULATES THAT AS OF THE DATE OF THIS AGREEMENT, NONE OF THE RELEASING PARTIES HAS ANY CLAIMS, CAUSES OF ACTION, DEMANDS OR LIABILITIES OF ANY KIND WHATSOEVER, WHETHER DIRECT OR INDIRECT, FIXED OR CONTINGENT, LIQUIDATED OR UNLIQUIDATED, DISPUTED OR UNDISPUTED, KNOWN OR UNKNOWN, AGAINST, OR ANY GROUNDS OR CAUSE FOR REDUCTION, MODIFICATION, SET ASIDE OR SUBORDINATION OF THE INDEBTEDNESS, IN EACH CASE WHICH ARISE OUT OF OR ARE RELATED TO THE 2024 NOTES OR THE 2024 INDENTURE (BUT, FOR THE AVOIDANCE OF DOUBT, EXCLUDING CLAIMS, CAUSES OF ACTION, DEMANDS OR LIABILITIES ARISING OUT OF, OR RELATED TO, THIS AGREEMENT) (EACH, A “ RELEASED CLAIM ”) AGAINST THE HOLDER OR AGAINST ANY OF THE AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, ATTORNEYS, OR REPRESENTATIVES OF ANY OF THE FOREGOING, (EACH OF THE FOREGOING, COLLECTIVELY, THE “ RELEASED PARTIES ”).  IN PARTIAL CONSIDERATION FOR THE AGREEMENT OF THE HOLDER PARTY HERETO TO ENTER INTO THIS AGREEMENT, EACH OF THE RELEASING PARTIES HEREBY UNCONDITIONALLY WAIVES AND FULLY AND FOREVER RELEASES, REMISES, DISCHARGES AND HOLDS HARMLESS THE RELEASED PARTIES FROM ANY AND ALL RELEASED CLAIMS, WHICH ANY

OF THE RELEASING PARTIES HAS OR MAY ACQUIRE IN THE FUTURE RELATING IN ANY WAY TO ANY EVENT, CIRCUMSTANCE, ACTION OR FAILURE TO ACT AT ANY TIME ON OR PRIOR TO THE FORBEARANCE EFFECTIVE DATE, SUCH WAIVER, RELEASE AND DISCHARGE BEING MADE WITH FULL KNOWLEDGE AND UNDERSTANDING OF THE CIRCUMSTANCES AND EFFECTS OF SUCH WAIVER, RELEASE AND DISCHARGE, AND AFTER HAVING CONSULTED LEGAL COUNSEL OF ITS OWN CHOOSING WITH RESPECT THERETO.  THIS PARAGRAPH IS IN ADDITION TO ANY OTHER RELEASE OF ANY OF THE RELEASED PARTIES BY THE RELEASING PARTIES AND SHALL NOT IN ANY WAY LIMIT ANY OTHER RELEASE, COVENANT NOT TO SUE OR WAIVER BY THE RELEASING PARTIES IN FAVOR OF THE RELEASED PARTIES.

[ Signature Pages Follow ]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first written above.

Exhibit 10.2

AMENDED AND RESTATED FORBEARANCE AGREEMENT

This AMENDED AND RESTATED FORBEARANCE AGREEMENT, dated as of April 12, 2019 (this “ Agreement ”), is entered into among the undersigned in connection with the AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT, dated as of January 31, 2017 (as amended, supplemented and modified from time to time, the “ RPA ”) among CLOUD PEAK ENERGY RECEIVABLES LLC, a Delaware limited liability company, as seller (individually and in such capacity, the “ Seller ”), CLOUD PEAK ENERGY RESOURCES LLC, a Delaware limited liability company (“ Cloud Peak ”), as initial servicer (in such capacity, together with its successors and permitted assigns in such capacity, the “ Servicer ”), the various Conduit Purchasers, Related Committed Purchasers, LC Participants and Purchaser Agents from time to time party hereto, and PNC BANK, NATIONAL ASSOCIATION, as Administrator (in such capacity, together with its successors and assigns in such capacity, the “ Administrator ”) and as issuer of Letters of Credit (in such capacity, together with its successors and assigns in such capacity, the “ LC Bank ”).  This Agreement amends and restates the Forbearance Agreement among the undersigned entered into on March 14, 2019 (the “ Original Forbearance Agreement ”).  T erms which are capitalized in this Agreement and not otherwise defined herein shall have the meanings ascribed to such terms in the RPA.

W I T N E S S E T H

WHEREAS, the Seller and Cloud Peak have each advised the Administrator that the audited consolidated financial statements of Parent and its consolidated Subsidiaries for fiscal year 2018 contained a “going concern” or like qualification or exception by Parent’s auditors (such financial statements, the “ Specified Qualified Financial Statements ”);

WHEREAS, the delivery by the Seller and Cloud Peak of such Subject Qualified Financial Statements constituted a breach by the Seller of its covenants under Section 1(a)(v)  of Exhibit IV to the RPA and a breach by Cloud Peak of its covenants under Section 7(a)  of the Performance Guaranty (the “ Original Specified Breaches ”), which resulted in the occurrence of a Termination Event pursuant to under clause a(i)  of Exhibit V to the RPA (such Termination Event solely to the extent arising from the Original Specified Breaches, the “ Original Specified Termination Event ”);

WHEREAS, the Seller and Cloud Peak have each advised the Administrator that Cloud Peak expects to not make the upcoming interest payment due and owing on the 6.375% unsecured notes due 2024 (the “ Additional Specified Breach ,” collectively with the Original Specified Breaches, the “ Specified Breaches ”) which will result in the occurrence of a Termination Event pursuant to clause (j) of Exhibit V to the RPA (such Termination Event solely to the extent arising from the Additional Specified Breach, the “ Additional Specified Termination Event ,” collectively with the Original Specified Termination Event, the “ Specified Termination Events ”); and

WHEREAS, the Seller and Cloud Peak now request that the Administrator, the Purchasers and the Purchaser Agents (collectively, the “ Forbearing Parties ”), for a limited period of time, forbear from exercising their respective rights and remedies under the RPA and the other Transaction Documents with respect to the Specified Termination Events, and each Forbearing Party is willing to agree to such forbearance, on and subject to the terms and conditions set forth in this Agreement;

NOW, THEREFORE, in consideration of the mutual provisions and covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1.             Acknowledgment of Specified Termination Events and Rights and Remedies .  The Seller and Cloud Peak both acknowledge, confirm and agree that the Specified Termination Events have occurred or may occur, and as a result thereof, the Administrator has the right to exercise all such rights and remedies against the Seller and Cloud Peak as available to it under the RPA, the other Transaction Documents and under applicable law, with such notice as may be expressly provided for in the RPA, the other Transaction Documents or required by applicable law.  The Forbearing Parties hereby acknowledge and agree that this Agreement constitutes notice of the Specified Breaches and Specified Termination Events pursuant to Sections 1(a) and 1(b) of the RPA.

2.             Acknowledgments.

(a)           Acknowledgment of Current Outstanding Obligations.   The Seller and Cloud Peak hereby acknowledge that, as of the Effective Date (as defined below), the Seller is indebted to the Forbearing Parties (as defined below) for all amounts outstanding on the Effective Date in respect of the Aggregate Capital, the LC Participation Amount and the aggregate amount of accrued and unpaid Discount and Fees (the foregoing amounts are hereafter collectively referred to as the “ Current Outstanding Obligations ”), all without offset, counterclaims or defenses of any kind.  Except as specifically set forth herein, nothing shall alter, amend, modify or extinguish the obligation of the Seller or Cloud Peak to repay any Current Outstanding Obligations or any other obligations they have or may have under the Transaction Documents.

(b)           Acknowledgment of Liens and Priority; Reaffirmation of Security Interests .  The Seller hereby acknowledges, confirms and agrees that (i)  the Seller has caused the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the sale of the Receivables and Related Security from each Originator to the Seller pursuant to the Purchase and Sale Agreement, and the sale and security interest therein from the Seller to the Administrator under the RPA as required under the RPA, (ii) the RPA creates a valid and continuing security interest (as defined in the applicable UCC) in the Receivables included in the Receivables Pool in favor of the Administrator (for the benefit of the Purchasers) and (iii) the Seller has taken all action necessary or desirable to establish and maintain a valid and enforceable first priority perfected undivided percentage ownership or security interest, to the extent of the Purchased Interest, in the Pool Receivables, the Related Security and Collections with respect thereto and a first priority perfected security interest in the Pool Assets, in each case, free and clear of any Adverse Claim (other than Permitted Liens), in favor of the Administrator (on behalf of the Purchasers), as required under the RPA.  The Seller hereby reaffirms the Seller’s prior conveyance to the Administrator of a continuing security interest in and lien on the Pool Assets which it granted to the Administrator including a security interest in and lien upon any and all funds and/or monies of the Seller.

(c)           Acknowledgement of Notice Received and Compliance Therewith .  The Seller and the Servicer acknowledge their receipt on March 6, 2019 of the Administrator’s notice that it will require the Seller and the Servicer to deliver Daily Reports pursuant to Sections 1(a)(ii)(C) and 2(a)(i)(C) of Exhibit IV to the RPA.  The Seller and the Servicer acknowledge and agree that they began delivering such Daily Reports in accordance with such Sections on or prior to March 22, 2019 and will continue to do so unless and until the Administrator otherwise instructs the Seller and the Servicer in writing.

3.             No Waivers; Reservation of Rights .  The Forbearing Parties have not waived, are not by this Agreement waiving, and have no intention of waiving, any Specified Breach, the Specified Termination Events, any other breach of any Transaction Document or any Termination Events which may be continuing on the date hereof or any breach of any Transaction Document or any Termination Events which may occur after the date hereof (whether the same or similar to the Specified Breaches or the Specified Termination Events or otherwise).

4.             Limited Forbearance Period; Forbearance Termination.

(a)           At the Seller and Cloud Peak’s request and in reliance upon the representations, warranties and covenants of the Seller and Cloud Peak contained in this Agreement, and subject to the terms and conditions of this Agreement, each Forbearing Party hereby agrees to forbear during the Forbearance Period (as defined below) from exercising any of its rights and remedies with respect to the Specified Breaches or the Specified Termination Events, whether arising under the RPA, the other Transaction Documents or applicable law; provided that the Forbearing Parties agree that during the Forbearance Period the “Alternate Rate” and the “CP Rate” will be determined as if no Termination Event shall have occurred under the RPA.  For the purposes of this Agreement, the “ Forbearance Period ” means the period commencing on the Effective Date (as defined below) and terminating on the earlier to occur of (i) May 1, 2019 and (ii) the date on which any one or more of the following events has occurred and is continuing (hereinafter referred to as an “ Additional Event of Default ”):  (1) the failure by the Seller or Cloud Peak to perform or observe any of the covenants or agreements contained in this Agreement or any Transaction Document to which it is a party (other than a Specified Breach), or (2) the occurrence of any Termination Event or default under the RPA or any Transaction Document that is not one of the Specified Termination Events.

(b)           From and after the date on which the Forbearance Period terminates or expires, whichever occurs first (said date is hereinafter referred to as the “ Forbearance Termination Date ”), the Forbearing Parties’ respective agreements hereunder to forbear shall automatically and without further notice or action terminate and be of no further force and effect, and each Forbearing Party shall have the immediate and unconditional right, in its discretion (subject to applicable provisions of the RPA, the other Transaction Documents and applicable law), to exercise any or all of its rights and remedies under the RPA, the other Transaction Documents and applicable law with respect to the Specified Termination Events, any Termination Event or default which may be continuing on the date hereof or any Additional Event of Default which may occur after the date hereof, including, without limitation, enforcement of the Liens upon the Pool Assets or any portion thereof held by the Administrator or any other Forbearing Party.  The Forbearing Parties

have not waived any of such rights or remedies, and nothing in this Agreement, nor any delay on any Forbearing Party’s part after the Forbearance Termination Date in exercising any such rights or remedies, can be construed as a waiver of any of such rights or remedies.

5.             Conditions Precedent to Effectiveness .

(a)           The effectiveness of this Agreement is subject to the receipt by the Administrator, in form and substance reasonably acceptable to the Administrator, of counterparts of this Agreement duly executed by the Seller and Cloud Peak (the date of such satisfaction, the “ Effective Date ”).

6.             Fees and Expenses .

(a)           T he Seller and Cloud Peak hereby jointly and severally agree to pay all fees, costs and expenses incurred by the Administrator in connection with this Agreement and any transactions contemplated hereby, including any and all outstanding legal and consultant fees and expenses of the Administrator, as set forth in invoices delivered to the Seller and Cloud Peak within two Business Days of the later of (i) the date that any such invoice is received by the Seller and Cloud Peak and (ii) the Effective Date.

(b)           The Seller and Cloud Peak hereby jointly and severally agree to pay to the Administrator (for its own account) a forbearance fee in an aggregate amount of $100,000, which forbearance fee shall be non-refundable and shall be deemed to have been earned in full on the Effective Date. Such forbearance fee will be payable upon the earliest to occur of (i) the effectiveness of any amendment to the RPA after the date hereof, (ii) the expiration or termination of the Forbearance Period, (iii) the Facility Termination Date and (iv) the date on which the Aggregate Capital and the LC Participation Amount have been reduced to zero ($0).

7.             RELEASE .  THE SELLER AND CLOUD PEAK, ON BEHALF OF THEMSELVES, RESPECTIVELY, AND ALL PERSONS AND ENTITIES CLAIMING BY, THROUGH, OR UNDER THEM, HEREBY RELEASE, WAIVE AND FOREVER RELINQUISH AND DISCHARGE EACH FORBEARING PARTY AND ITS RESPECTIVE OFFICERS, DIRECTORS, ATTORNEYS, AGENTS, AFFILIATES, AND SUCCESSORS AND ASSIGNS (COLLECTIVELY THE “ RELEASEES ”), OF, FROM, AND WITH RESPECT TO ANY AND ALL MANNER OF ACTION AND ACTIONS, DEMANDS, OBLIGATIONS, CAUSE AND CAUSES OF ACTIONS, SUITS, DISPUTES, CLAIMS AND DEFENSES, COUNTERCLAIMS AND/OR LIABILITIES, CROSS CLAIMS, AND DEFENSES, THAT ARE KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, PAST OR PRESENT, ASSERTED OR UNASSERTED, CONTINGENT OR LIQUIDATED, WHETHER OR NOT WELL FOUNDED IN FACT OR LAW, WHETHER IN CONTRACT, IN TORT OR OTHERWISE, AT LAW OR IN EQUITY, BASED UPON, RELATING TO, ARISING OUT OF, BASED UPON OR IN ANY MANNER CONNECTED WITH (I) ANY TRANSACTION, EVENT, CIRCUMSTANCE, ACTION, FAILURE TO ACT OR OCCURRENCE OF ANY SORT OR TYPE, WHETHER KNOWN OR UNKNOWN, WITH RESPECT TO THE TRANSACTION DOCUMENTS AND/OR THE ADMINISTRATION THEREOF OR THE OBLIGATIONS CREATED THEREBY; (II) ANY DISCUSSIONS, COMMITMENTS, NEGOTIATIONS, CONVERSATIONS OR COMMUNICATIONS WITH RESPECT TO THE

REFINANCING, RESTRUCTURING OR COLLECTION OF ANY OBLIGATIONS RELATED TO THE TRANSACTION DOCUMENTS AND/OR THE ADMINISTRATION THEREOF OR THE OBLIGATIONS CREATED THEREBY, OR (III) ANY MATTER RELATED TO THE FOREGOING, IN EACH CASE, PRIOR TO THE EFFECTIVE DATE.

8.             Representations and Warranties of Borrower .  The Seller and Cloud Peak make the following representations and warranties to the Forbearing Parties as of each of the date hereof and the Effective Date:

(a)           each of the representations and warranties (other than (i) any representation and warranty which would not be true by virtue of the Specified Termination Events and Specified Breaches and (ii) with respect to Cloud Peak, the representation and warranty set forth in Section 2(f) of Exhibit III to the RPA) by the Seller and Cloud Peak set forth in the RPA and each other Transaction Document to which it is a party are true and correct in all material respects, except to the extent that such representations and warranties specifically refer to an earlier date in which case they shall have been true and correct in all material respects as of such earlier date;

(b)           other than the Specified Termination Events, no Termination Event has occurred and is continuing, and other than as a result of the Specified Breaches, no Unmatured Termination Event has occurred and is continuing;

(c)           the execution, delivery and performance by the Seller and Cloud Peak of this Agreement and any other documents entered into in connection therewith are (i) within their powers, (ii) have been duly authorized by all necessary limited liability company action, respectively, (iii) do not contravene any provision of their operating agreements, (iv) do not violate any law or regulation, or any order or decree of any court or Governmental Authority, (v) do not conflict with or result in a material breach or termination of, constitute a material default under or accelerate or permit the acceleration of any performance required by any material indenture, mortgage, deed of trust, lease, agreement or other instrument to which it is a party or by which it or any of its property is bound, (vi) do not result in the creation or imposition of any Lien upon any of its property other than those in favor of the Administrator and (vii) do not require any material consent or approval of any Governmental Authority or any other Person; and

(d)           each of this Agreement and any other documents entered into in connection therewith constitutes a legal, valid and binding obligation of the Seller and Cloud Peak enforceable against them in accordance with its terms, except to the extent limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting creditors’ rights generally, and by general equitable principles (whether considered in a proceeding in equity or at law).

9.             Acknowledgement .  Each party hereto acknowledges that the terms of this Agreement shall not constitute a course of dealing among the parties hereto.

10.          Counterparts .  This Agreement may be executed in any number of counterparts and by the different parties hereto on separate counterparts and each such counterpart shall be deemed

to be an original, but all such counterparts shall together constitute but one and the same Action.  Receipt by telecopy or electronic copy of any executed signature page to this Agreement shall constitute effective delivery of such signature page.

11.          Severability .  The illegality or unenforceability of any provision of this Agreement or any instrument or agreement required hereunder shall not in any way affect or impair the legality or enforceability of the remaining provisions of this Agreement or any instrument or agreement required hereunder.

12.          GOVERNING LAW; JURISDICTION; NOTICES .  THIS AGREEMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK (NOT INCLUDING SUCH STATE’S CONFLICTS OF LAWS PROVISION OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW). SECTIONS 11.10 AND 11.11 OF THE CREDIT AGREEMENT ARE INCORPORATED HEREIN BY REFERENCE, MUTATIS MUTANDIS .

13.          WAIVER OF JURY TRIAL .  THE PARTIES HERETO WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, OR PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, BETWEEN OR AMONG THE ADMINISTRATOR, THE SELLER AND CLOUD PEAK ARISING OUT OF, CONNECTED WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH, THIS AGREEMENT OR THE TRANSACTIONS RELATED HERETO.

14.          Section Titles .  The Section titles contained in this Agreement are and shall be without substantive meaning or content of any kind whatsoever and are not a part of the agreement between the parties hereto.

15.          Transaction Document .  The Agreement and the Original Forbearance Agreement shall be deemed to be Transaction Documents for all purposes of the RPA and each other Transaction Document.

[ Signature Pages Follow ]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered by their duly authorized officers as of the day and year first above written.