PEABODY ENERGY CORP
FORM
8-K
(Current report filing)
Filed 05/24/16 for the Period Ending 05/18/16
Address
Telephone
CIK
Symbol
SIC Code
Industry
Sector
Fiscal Year
701 MARKET ST
ST LOUIS, MO 63101-1826
3143423400
0001064728
BTUUQ
1221 - Bituminous Coal and Lignite Surface Mining
Coal
Energy
12/31
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UNITED
STATES
SECURITIES
AND
EXCHANGE
COMMISSION
WASHINGTON,
D.C.
20549
Form
8-K
CURRENT
REPORT
PURSUANT
TO
SECTION
13
OR
15(d)
OF
THE
SECURITIES
EXCHANGE
ACT
OF
1934
Date
of
Report
(Date
of
earliest
event
reported):
May
18,
2016
PEABODY
ENERGY
CORPORATION
(Exact
name
of
registrant
as
specified
in
its
charter)
Delaware
1-16463
13-4004153
(State
or
Other
Jurisdiction
of
Incorporation)
(Commission
File
Number)
(I.R.S.
Employer
Identification
No.)
701
Market
Street,
St.
Louis,
Missouri
63101-1826
(Address
of
Principal
Executive
Offices)
(ZIP
Code)
Registrant’s
telephone
number,
including
area
code:
(314)
342-3400
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following
provisions:
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item
1.01
Entry
into
a
Material
Definitive
Agreement.
On April 13, 2016 (the “Petition Date”), Peabody Energy Corporation (“Peabody” or the “Company”) and a majority of its wholly-owned domestic
subsidiaries, as well as one international subsidiary in Gibraltar (collectively, the “Debtors”), filed voluntary petitions for reorganization under chapter 11 of Title
11 of the U.S. Code in the United States Bankruptcy Court for the Eastern District of Missouri (the “Bankruptcy Court”), thereby commencing the Chapter 11 cases
captioned as In re Peabody Energy Corporation, et al., Case No. 16-42529 (Bankr. E.D. Mo.) (the “Chapter 11 Cases”).
Accounts
Receivable
Securitization
Program
As previously disclosed, the Company has an accounts receivable securitization program (the “AR Program”) through its wholly owned subsidiary, P&L
Receivables Company, LLC (“P&L Receivables”). Under the AR Program, Peabody contributes a pool of eligible trade receivables (the “Receivables”) to P&L
Receivables, which then sells, without recourse, the Receivables to various conduit and committed purchasers. The AR Program has a maximum availability of
$180 million and matures on March 25, 2018.
As disclosed in the Company’s Current Report on Form 8-K filed on April 22, 2016, the Bankruptcy Court approved the AR Program on an interim basis by
order dated April 15, 2016. On May 18, 2016, the Bankruptcy Court entered an order approving the AR Program on a final basis.
DIP
Financing
As previously disclosed, the Debtors also filed a motion (the “DIP Motion”) on April 13, 2016 seeking authorization to use cash collateral and to approve
financing (the “DIP Financing”) under that certain Superpriority Secured Debtor-In-Possession Credit Agreement (the “DIP Credit Agreement”) by and among the
Company as borrower, Global Center for Energy and Human Development, LLC (“Global Center”) and certain Debtors party thereto as guarantors (the
“Guarantors” and together with the Company, the “Loan Parties”), the lenders party thereto (the “DIP Lenders”) and Citibank, N.A., as Administrative Agent and
L/C Issuer. The DIP Credit Agreement provides for, among other facilities, a term loan not to exceed $500 million (the “DIP Term Loan Facility”) secured by
substantially all of the assets of the Debtors (other than Peabody Holdings (Gibraltar) Limited, Peabody IC Holdings, LLC and Peabody IC Funding Corp.) and
Global Center, of which $200 million was available until the entry of the final order approving the DIP Credit Agreement.
On April 15, 2016, the Bankruptcy Court approved the DIP Motion on an interim basis [Docket No. 149] and authorized the Loan Parties to, among other
things, (i) enter into the DIP Credit Agreement and initially borrow up to $200 million, (ii) obtain a cash collateralized letter of credit facility in the aggregate
amount of up to $100 million, and (iii) an accommodation facility for bonding requests in an aggregate stated amount of up to $200 million. On April 18, 2016, the
Company entered into the DIP Credit Agreement with the DIP Lenders.
The DIP Credit Agreement was amended (the “First DIP Amendment”) to extend the deadline for the Company to file a declaratory action with respect to
the extent of certain collateral and secured claims of certain pre-petition creditors (the “CNTA Dispute”) on account of that certain Amended and Restated Credit
Agreement, dated September 24, 2013, as amended. On May 20, 2016, the Debtors filed a complaint and request for a declaratory judgment in the Bankruptcy
Court regarding the CNTA Dispute. This filing is available through Peabody’s website, http://www.peabodyenergy.com, under the Chapter 11 protection tab,
which contains a link to the claims agent’s website, www.kccllc.net/Peabody.
On May 18, 2016, the Company entered into a further amendment (the “Second DIP Amendment”) to the DIP Credit Agreement, which among other items
modified one of the milestones under the DIP Credit Agreement regarding the deadlines for the Company to file an Acceptable Reorganization Plan (as defined in
the DIP Credit Agreement) and related disclosure statement in the Chapter 11 Cases. Under the Second DIP Amendment, the Company must file an Acceptable
Reorganization Plan and disclosure statement on the date that is the later of (a) 30 days after the entry of the order resolving the CNTA Dispute or (b) 210 days
following the Petition Date.
2
The Second DIP Amendment also modified the Company’s obligation to maintain a Minimum Consolidated EBITDA (as defined in the DIP Credit
Agreement) such that the first period to maintain such Minimum Consolidated EBITDA ends on July 31, 2016.
On May 18, 2016, the Bankruptcy Court entered a final order approving the DIP Credit Agreement, as amended (the “Final Order”). On May 19, 2016,
following entry of the Final Order, the Company drew down the remaining $300 million available under the DIP Term Loan Facility.
The foregoing description of the DIP Credit Agreement and the DIP Financing does not purport to be complete and is qualified in its entirety by reference to
the DIP Credit Agreement, which was filed as Exhibit 10.2 to the Current Report on Form 8-K filed by Peabody on April 18, 2016 and is incorporated herein by
reference.
Moreover, the foregoing descriptions of the First DIP Amendment and the Second DIP Amendment do not purport to be complete and are qualified in their
entirety by reference to the First DIP Amendment and the Second DIP Amendment, which are attached as Exhibit 10.1 and Exhibit 10.2, respectively, to this
Current Report on Form 8-K.
Item
2.03
Creation
of
a
Direct
Financial
Obligation
or
an
Obligation
under
an
Off-Balance
Sheet
Arrangement
of
a
Registrant.
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference into this Item 2.03.
Item
9.01
Financial
Statements
and
Exhibits.
Exhibit
No.
Description
10.1
Amendment No. 1, dated as of May 9, 2016, to that certain Superpriority Secured Debtor-In-Possession Credit Agreement dated as of April
18, 2016 among, inter alios, Peabody Energy Corporation, a Delaware corporation and a debtor and debtor-in-possession in the Cases, the
Subsidiary Guarantors party thereto from time to time, certain of which are debtors and debtors-in-possession in the Cases, the Lenders party
thereto from time to time, the Issuing Bank party thereto and Citibank, N.A., as Administrative Agent.
10.2
Amendment No. 2, dated as of May 18, 2016, to that certain Superpriority Secured Debtor-In-Possession Credit Agreement dated as of April
18, 2016 among, inter alios, Peabody Energy Corporation, a Delaware corporation and a debtor and debtor-in-possession in the Cases, the
Subsidiary Guarantors party thereto from time to time, certain of which are debtors and debtors-in-possession in the Cases, the Lenders party
thereto from time to time, the Issuing Bank party thereto and Citibank, N.A., as Administrative Agent.
3
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
PEABODY
ENERGY
CORPORATION
May
24,
2016
By: /s/ A. Verona Dorch
Name: A. Verona Dorch
Title: Chief Legal Officer
4
EXHIBIT
INDEX
Exhibit
No.
Description
10.1
Amendment No. 1, dated as of May 9, 2016, to that certain Superpriority Secured Debtor-In-Possession Credit Agreement dated as of April
18, 2016 among, inter alios, Peabody Energy Corporation, a Delaware corporation and a debtor and debtor-in-possession in the Cases, the
Subsidiary Guarantors party thereto from time to time, certain of which are debtors and debtors-in-possession in the Cases, the Lenders party
thereto from time to time, the Issuing Bank party thereto and Citibank, N.A., as Administrative Agent.
10.2
Amendment No. 2, dated as of May 18, 2016, to that certain Superpriority Secured Debtor-In-Possession Credit Agreement dated as of April
18, 2016 among, inter alios, Peabody Energy Corporation, a Delaware corporation and a debtor and debtor-in-possession in the Cases, the
Subsidiary Guarantors party thereto from time to time, certain of which are debtors and debtors-in-possession in the Cases, the Lenders party
thereto from time to time, the Issuing Bank party thereto and Citibank, N.A., as Administrative Agent.
5
Exhibit
10.1
EXECUTION VERSION
AMENDMENT
NO.
1
TO
SUPERPRIORITY
SECURED
DEBTOR-INPOSSESSION
CREDIT
AGREEMENT
AMENDMENT No. 1, dated as of May 9, 2016 (this “ Amendment
”), to that certain Superpriority Secured Debtor-In-Possession Credit Agreement dated
as of April 18, 2016 (the “ Existing
Credit
Agreement
” and, as so amended, the “ Credit
Agreement
”) among, inter
alios
, PEABODY ENERGY
CORPORATION, a Delaware corporation and a debtor and debtor-in-possession in the Cases (the “ Borrower
”), the SUBSIDIARY GUARANTORS party
thereto from time to time, certain of which are debtors and debtors-in-possession in the Cases, the LENDERS party thereto from time to time, the ISSUING BANK
party thereto and Citibank, N.A., as Administrative Agent (the “ Administrative
Agent
”).
W
I
T
N
E
S
S
E
T
H
:
WHEREAS, the parties hereto desire to amend the Existing Credit Agreement as set forth herein.
NOW, THEREFORE, the parties hereto agree as follows:
SECTION 1 .
Defined
Terms;
References.
Unless otherwise specifically defined herein, each term used herein that is defined in the Credit Agreement has the
meaning assigned to such term in the Credit Agreement (or Existing Credit Agreement, if context so requires). Each reference to “hereof”, “hereunder”, “herein”
and “hereby” and each other similar reference and each reference to “this Agreement” and each other similar reference contained in the Existing Credit Agreement
shall, after this Amendment becomes effective, refer to the Credit Agreement as amended hereby. Each reference to the “Credit Agreement” or “thereunder”,
“thereof” or “therein” in respect of the Existing Credit Agreement, and each other similar reference, contained in any other Loan Document shall, after this
Amendment becomes effective, similarly refer to the Credit Agreement as amended hereby.
SECTION 2. Amendment
to
the
Existing
Credit
Agreement.
(a) Section 2.03(c)(i) of the Existing Credit Agreement is hereby amended by deleting, from clause (y) of the proviso thereto, the words “ Section 2.04(a)(iii)
” and replacing such words with “ Section 2.04(b)(iii) ”.
(b) Section 6.19(c) of the Existing Credit Agreement is hereby amended by deleting the words “thirty (30) days following the Petition Date” and replacing
such words with “the earlier to occur of (x) the date that is three (3) Business Days following the Final Order Entry Date and (y) the date that is forty-five (45) days
following the Petition Date”.
(b) Section 11.21(b)(v) of the Existing Credit Agreement is hereby amended by deleting the words “being a Guarantor by virtue of the definition thereof or”
and replacing such words with “being a Subsidiary of the Borrower (directly or indirectly) pursuant to”.
(c) Section 11.21(c)(ii) of the Existing Credit Agreement is hereby amended by deleting the words “being a Guarantor by virtue of the definition thereof or”
and replacing such words with “being a Subsidiary of the Borrower (directly or indirectly) pursuant to”.
SECTION 3. Governing
Law.
This Amendment shall be construed in accordance with and governed by the laws of the State of New York and (to the extent
applicable) the Bankruptcy Code.
SECTION 4 .
Counterparts.
This Amendment may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the
signatures thereto and hereto were upon the same instrument.
SECTION 5 .
Loan
Document
. This Amendment shall constitute a Loan Document.
SECTION 6 .
Effectiveness.
This Amendment shall become effective on the date on which the Agent shall have received from each of the Borrower and the
Required Lenders a counterpart hereof signed by such party or facsimile or other written confirmation (in form satisfactory to the Agent) that such party has signed
a counterpart hereof.
[Remainder of this page left blank intentionally.]
2
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written.
PEABODY ENERGY CORPORATION, as the Borrower
By:
/s/ James A Tichenor
Name: James A. Tichenor
Title: Vice President and Treasurer
GUARANTORS:
AMERICAN LAND DEVELOPMENT, LLC
AMERICAN LAND HOLDINGS OF COLORADO, LLC
AMERICAN LAND HOLDINGS OF ILLINOIS, LLC
AMERICAN LAND HOLDINGS OF INDIANA, LLC
AMERICAN LAND HOLDINGS OF KENTUCKY, LLC
AMERICAN LAND HOLDINGS OF NEW MEXICO, LLC
AMERICAN LAND HOLDINGS OF WEST VIRGINIA, LLC
ARID OPERATIONS INC.
BIG RIDGE, INC.
BLACK HILLS MINING COMPANY, LLC
BTU WESTERN RESOURCES, INC.
CABALLO GRANDE, LLC
CASEYVILLE DOCK COMPANY, LLC
CENTRAL STATES COAL RESERVES OF ILLINOIS, LLC
CENTRAL STATES COAL RESERVES OF INDIANA, LLC
CENTURY MINERAL RESOURCES, INC.
COAL RESERVE HOLDING LIMITED LIABILITY COMPANY NO. 1
COALSALES II, LLC
COLORADO YAMPA COAL COMPANY, LLC
CONSERVANCY RESOURCES, LLC
COTTONWOOD LAND COMPANY
CYPRUS CREEK LAND COMPANY
CYPRUS CREEK LAND RESOURCES, LLC
DYSON CREEK COAL COMPANY, LLC
DYSON CREEK MINING COMPANY, LLC
EL SEGUNDO COAL COMPANY, LLC
EMPIRE LAND HOLDINGS, LLC
FALCON COAL COMPANY, LLC
FOUR STAR HOLDINGS, LLC
FRANCISCO EQUIPMENT COMPANY, LLC
FRANCISCO LAND HOLDINGS COMPANY, LLC
[Signature Page to Amendment No. 1]
FRANCISCO MINING, LLC
GALLO FINANCE COMPANY, LLC
GLOBAL CENTER FOR ENERGY AND HUMAN DEVELOPMENT, LLC
GOLD FIELDS CHILE, LLC
GOLD FIELDS MINING, LLC
GOLD FIELDS ORTIZ, LLC
HAYDEN GULCH TERMINAL, LLC
HIGHWALL MINING SERVICES COMPANY
HILLSIDE RECREATIONAL LANDS, LLC
HMC MINING, LLC
ILLINOIS LAND HOLDINGS, LLC
INDEPENDENCE MATERIAL HANDLING, LLC
JAMES RIVER COAL TERMINAL, LLC
JUNIPER COAL COMPANY, LLC
KAYENTA MOBILE HOME PARK, INC.
KENTUCKY SYNGAS, LLC
KENTUCKY UNITED COAL, LLC
LIVELY GROVE ENERGY, LLC
LIVELY GROVE ENERGY PARTNERS, LLC
MARIGOLD ELECTRICITY, LLC
MIDCO SUPPLY AND EQUIPMENT CORPORATION
MIDWEST COAL ACQUISITION CORP.
MIDWEST COAL RESERVES OF ILLINOIS, LLC
MIDWEST COAL RESERVES OF INDIANA, LLC
MIDWEST COAL RESERVES OF KENTUCKY, LLC
MOFFAT COUNTY MINING, LLC
MUSTANG ENERGY COMPANY, L.L.C.
NEW MEXICO COAL RESOURCES, LLC
NM EQUIPMENT COMPANY, LLC
PACIFIC EXPORT RESOURCES, LLC
PEABODY AMERICA, LLC
PEABODY ARCHVEYOR, L.L.C.
PEABODY ARCLAR MINING, LLC
PEABODY ASSET HOLDINGS, LLC
PEABODY BEAR RUN MINING, LLC
PEABODY BEAR RUN SERVICES, LLC
PEABODY CABALLO MINING, LLC
PEABODY CARDINAL GASIFICATION, LLC
PEABODY CHINA, LLC
PEABODY COALSALES, LLC
PEABODY COALTRADE, LLC
PEABODY COALTRADE INTERNATIONAL (CTI), LLC
PEABODY COLORADO OPERATIONS, LLC
PEABODY COLORADO SERVICES, LLC
[Signature Page to Amendment No. 1]
PEABODY COULTERVILLE MINING, LLC
PEABODY DEVELOPMENT COMPANY, LLC
PEABODY ELECTRICITY, LLC
PEABODY EMPLOYMENT SERVICES, LLC
PEABODY ENERGY GENERATION HOLDING COMPANY
PEABODY ENERGY INVESTMENTS, INC.
PEABODY ENERGY SOLUTIONS, INC.
PEABODY GATEWAY NORTH MINING, LLC
PEABODY GATEWAY SERVICES, LLC
PEABODY HOLDING COMPANY, LLC
PEABODY ILLINOIS SERVICES, LLC
PEABODY INDIANA SERVICES, LLC
PEABODY INTERNATIONAL INVESTMENTS, INC.
PEABODY INTERNATIONAL SERVICES, INC.
PEABODY INVESTMENTS CORP.
PEABODY MAGNOLIA GROVE HOLDINGS, LLC
PEABODY MIDWEST MANAGEMENT SERVICES, LLC
PEABODY MIDWEST MINING, LLC
PEABODY MIDWEST OPERATIONS, LLC
PEABODY MIDWEST SERVICES, LLC
PEABODY MONGOLIA, LLC
PEABODY NATURAL GAS, LLC
PEABODY NATURAL RESOURCES COMPANY
PEABODY NEW MEXICO SERVICES, LLC
PEABODY OPERATIONS HOLDING, LLC
PEABODY POWDER RIVER MINING, LLC
PEABODY POWDER RIVER OPERATIONS, LLC
PEABODY POWDER RIVER SERVICES, LLC
PEABODY POWERTREE INVESTMENTS, LLC
PEABODY RECREATIONAL LANDS, L.L.C.
PEABODY ROCKY MOUNTAIN MANAGEMENT SERVICES, LLC
PEABODY ROCKY MOUNTAIN SERVICES, LLC
PEABODY SCHOOL CREEK MINING, LLC
PEABODY SERVICES HOLDINGS, LLC
PEABODY SOUTHWEST, LLC
PEABODY SOUTHWESTERN COAL COMPANY, LLC
PEABODY TERMINAL HOLDING COMPANY, LLC
PEABODY TERMINALS, LLC
PEABODY TROUT CREEK RESERVOIR LLC
PEABODY VENEZUELA COAL CORP.
PEABODY VENTURE FUND, LLC
PEABODY WILD BOAR MINING, LLC
PEABODY WILD BOAR SERVICES, LLC
PEABODY WILLIAMS FORK MINING, LLC
PEABODY WYOMING GAS, LLC
[Signature Page to Amendment No. 1]
PEABODY WYOMING SERVICES, LLC
PEABODY-WATERSIDE DEVELOPMENT, L.L.C.
PEC EQUIPMENT COMPANY, LLC
PG INVESTMENTS SIX, L.L.C.
POINT PLEASANT DOCK COMPANY, LLC
POND RIVER LAND COMPANY
PORCUPINE PRODUCTION, LLC
PORCUPINE TRANSPORTATION, LLC
RIVERVIEW TERMINAL COMPANY
SAGE CREEK LAND & RESERVES, LLC
SCHOOL CREEK COAL RESOURCES, LLC
SENECA PROPERTY, LLC
SHOSHONE COAL CORPORATION
SOUTHWEST COAL HOLDINGS, LLC
STAR LAKE ENERGY COMPANY, L.L.C.
SUGAR CAMP PROPERTIES, LLC
THOROUGHBRED GENERATING COMPANY, LLC
THOROUGHBRED MINING COMPANY, L.L.C.
TWENTYMILE COAL, LLC
TWENTYMILE EQUIPMENT COMPANY, LLC
TWENTYMILE HOLDINGS, LLC
UNITED MINERALS COMPANY, LLC
WEST ROUNDUP RESOURCES, LLC
WILD BOAR EQUIPMENT COMPANY, LLC
WILD BOAR LAND HOLDINGS COMPANY, LLC
By:
/s/ James A Tichenor
Name: James A. Tichenor
Title: Vice President and Treasurer
[Signature Page to Amendment No. 1]
PEABODY WESTERN COAL COMPANY, as a Guarantor
By:
/s/ Douglas D. Loucks
Name: Douglas D. Loucks
Title: Treasurer
[Signature Page to Amendment No. 1]
PEABODY SAGE CREEK MINING, LLC, as a Guarantor
By:
/s/ Eric J. Baltz
Name: Eric J. Baltz
Title: Treasurer
[Signature Page to Amendment No. 1]
PEABODY TWENTYMILE MINING, LLC, as a Guarantor
By:
/s/ John R. Schwartze
Name: John R. Schwartze
Title: Treasurer
[Signature Page to Amendment No. 1]
SENECA COAL COMPANY, LLC, as a Guarantor
By:
/s/ Kurt A. Jones
Name: Kurt A. Jones
Title: Treasurer
[Signature Page to Amendment No. 1]
SAGE CREEK HOLDINGS, LLC, as a Guarantor
By:
/s/ Mark A. Scimio
Name: Mark A. Scimio
Title: President
[Signature Page to Amendment No. 1]
BIG SKY COAL COMPANY, as a Guarantor
By:
/s/ Michael J. Jasutis
Name: Michael J. Jasutis
Title: Treasurer
[Signature Page to Amendment No. 1]
CITIBANK,
N.A.,
as Administrative Agent, as Bonding
Facility L/C Issuer and as L/C Facility
L/C Issuer
By:
[Signature Page to Amendment No. 1]
/s/ Allister Chan
Name: Allister Chan
Title: Vice President
Mason
Capital
Master
Fund
LP,
as a Lender
By:
/s/ John Grizzotti
Name: John Grizzotti
Title: COO
If second signature required:
Mason
Capital
Master
Fund
LP,
as a Lender
By:
Name:
Title:
[Signature Page to Amendment No. 1]
Mason
Capital
LP,
as a Lender
By:
/s/ John Grizzotti
Name: John Grizzotti
Title: COO
If second signature required:
Mason
Capital
LP,
as a Lender
By:
Name:
Title:
[Signature Page to Amendment No. 1]
MACQUARIE
BANK
LIMITED,
By:
/s/ Julianne Wilkin
Name: Julianne Wilkin
Title: Associate Director
If second signature required:
MACQUARIE
BANK
LIMITED,
By:
[Signature Page to Amendment No. 1]
/s/ Jennifer Coyles
Name: Jennifer Coyles
Title: Division Director
GN3
SIP
Limited
By:
GoldenTree
Asset
Management,
LP,
as a Lender
By:
[Signature Page to Amendment No. 1]
/s/ Karen Weber
Name: Karen Weber
Title: Director – Bank Debt
San
Bernardino
County
Employees’
Retirement
Association
By:
GoldenTree
Asset
Management,
LP
,
as a Lender
By:
[Signature Page to Amendment No. 1]
/s/ Karen Weber
Name: Karen Weber
Title: Director – Bank Debt
GoldenTree
2004
Trust
By:
GoldenTree
Asset
Management,
LP,
as a Lender
By:
[Signature Page to Amendment No. 1]
/s/ Karen Weber
Name: Karen Weber
Title: Director – Bank Debt
GT
NM,
LP
By:
GoldenTree
Asset
Management,
LP,
as a Lender
By:
[Signature Page to Amendment No. 1]
/s/ Karen Weber
Name: Karen Weber
Title: Director – Bank Debt
GoldenTree
Credit
Opportunities
2014-I
Financing,
Limited
By:
GoldenTree
Asset
Management,
LP,
as a Lender
By:
[Signature Page to Amendment No. 1]
/s/ Karen Weber
Name: Karen Weber
Title: Director – Bank Debt
Stellar
Performer
Global
Series:
Series
G
–
Global
Credit
By:
GoldenTree
Asset
Management,
LP,
as a Lender
By:
[Signature Page to Amendment No. 1]
/s/ Karen Weber
Name: Karen Weber
Title: Director – Bank Debt
GoldenTree
Insurance
Fund
Series
Interests
of
the
SALI
Multi-Series
Fund,
LP
By:
GoldenTree
Asset
Management,
LP,
as a Lender
By:
[Signature Page to Amendment No. 1]
/s/ Karen Weber
Name: Karen Weber
Title: Director – Bank Debt
JNL/PPM
America
Floating
Rate
Income
Fund,
a
series
of
JNL
Series
Trust
By:
PPM
America,
Inc.,
as
sub-adviser
By:
/s/ Chris Kappas
Chris Kappas
Managing Director
[Signature Page to Amendment No. 1]
Eastspring
Investments
US
Bank
Loan
Special
Asset
Mother
Investment
Trust[Loan
Claim]
By: PPM America, Inc., as Delegated Manager
By: /s/ Chris Kappas
Chris Kappas
Managing Director
[Signature Page to Amendment No. 1]
C.M. LIFE INSURANCE COMPANY MASSACHUSETTS
MUTUAL LIFE
INSURANCE COMPANY,
each as a Lender
By: Babson Capital Management LLC
as Investment Adviser
By: /s/ Michael J. Fey
Name: Michael J. Fey
Title: Director
BABSON CAPITAL CREDIT I LIMITED,
as a Lender
By: Babson Capital Management LLC
as Investment Manager
By: /s/ Michael J. Fey
Name: Michael J. Fey
Title: Director
BABSON CAPITAL GLOBAL FLOATING RATE FUND, a
series of Babson Capital Funds Trust
as a Lender
By: Babson Capital Management LLC
as Investment Manager
By: /s/ Michael J. Fey
Name: Michael J. Fey
Title: Director
The foregoing is executed on behalf of Babson Global Floating
Rate Fund, a series of Babson Capital Funds Trust, organized
under an Agreement and Declaration of Trust dated May 3, 2013,
as amended from time to time. The obligations of such series
Trust are not personally binding upon, nor shall resort be had to
the property of, any of the Trustees, shareholders, officers,
employees or agents of such Trust, or any other series of the
Trust but only the property and assets of the relevant series Trust
shall be bound.
[Signature Page to Amendment No. 1]
BABSON CAPITAL GLOBAL LOANS LIMITED,
as a Lender
By: Babson Capital Management LLC
as Sub-Investment Manager
By:
[Signature Page to Amendment No. 1]
/s/ Michael J. Fey
Name: Michael J. Fey
Title: Director
Name of Lender:
NewMark Capital Funding 2013-1 CLO, Ltd.
By: NewMark Capital LLC.,
its Collateral Manager
By:
[Signature Page to Amendment No. 1]
/s/ Mark Gold
Name: Mark Gold
Title: Ceo
Name of Lender:
NewMark Capital Funding 2014-2 CLO, Ltd.
By: NewMark Capital LLC.,
its Collateral Manager
By:
[Signature Page to Amendment No. 1]
/s/ Mark Gold
Name: Mark Gold
Title: Ceo
Centerbridge Credit Partners Offshore
Intermediate II, L.P., as a Lender
By:
/s/ Aleksandra Markovic
Name: Aleksandra Markovic
Title: Authorized Signatory
Centerbridge Credit Partners TE Intermediate I, LP,
as a Lender
By:
/s/ Aleksandra Markovic
Name: Aleksandra Markovic
Title: Authorized Signatory
Centerbridge Credit L.P., as a Lender
By:
[Signature Page to Amendment No. 1]
/s/ Aleksandra Markovic
Name: Aleksandra Markovic
Title: Authorized Signatory
AMERICAN
HIGH-INCOME
TRUST,
as a Lender
By:
Capital
Research
and
Management
Company,
for
and
on
behalf
of
American
High-Income
Trust
By:
[Signature Page to Amendment No. 1]
/s/ Kenneth R. Gorvetzian
Name: Kenneth R. Gorvetzian
Title: Authorized Signatory
THE
INCOME
FUND
OF
AMERICA,
as a Lender
By:
Capital
Research
and
Management
Company,
for
and
on
behalf
of
The
Income
Fund
of
America
By:
[Signature Page to Amendment No. 1]
/s/ Kenneth R. Gorvetzian
Name: Kenneth R. Gorvetzian
Title: Authorized Signatory
Aurelius
Capital
Master,
Ltd.
By:
Aurelius
Capital
Management,
LP,
solely
as
investment
manager
and
not
in
its
individual
capacity
By:
[Signature Page to Amendment No. 1]
/s/ Dan Gropper
Name: Dan Gropper
Title: Managing Director
ACP
Master,
Ltd.
By:
Aurelius
Capital
Management,
LP,
solely
as
investment
manager
and
not
in
its
individual
capacity
By:
[Signature Page to Amendment No. 1]
/s/ Dan Gropper
Name: Dan Gropper
Title: Managing Director
MONARCH MASTER FUNDING LTD
By: Monarch Alternative Capital LP,
as investment manager
By:
[Signature Page to Amendment No. 1]
/s/ Broger Schmitz
Name: Broger Schmitz
Title: Managing Principal
WHITEBOX
ASYMMETRIC
PARTNERS,
LP
By: /s/ Mark M. Strefling
Name: MARK M. STREFLING | Partner
Title: General Counsel and Chief Operating Officer
Whitebox Advisors LLC
WHITEBOX
RELATIVE
VALUE
PARTNERS,
LP
By: /s/ Mark M. Strefling
Name: MARK M. STREFLING | Partner
Title: General Counsel and Chief Operating Officer
Whitebox Advisors LLC
WHITEBOX
CREDIT
PARTNERS,
LP
By: /s/ Mark M. Strefling
Name: MARK M. STREFLING | Partner
Title: General Counsel and Chief Operating Officer
Whitebox Advisors LLC
WHITEBOX
SPECIAL
OPPORTUNITIES
FUND
LP
SERIES
O
By /s/ Mark M. Strefling
Name: MARK M. STREFLING | Partner
Title: General Counsel and Chief Operating Officer
Whitebox Advisors LLC
WHITEBOX
KFA
ADVANTAGE,
LLC
By: /s/ Mark M. Strefling
Name: MARK M. STREFLING | Partner
Title: General Counsel and Chief Operating Officer
Whitebox Advisors LLC
[Signature Page to Amendment No. 1]
WHITEBOX
MULTI-STRATEGY
PARTNERS,
LP
By: /s/ Mark M. Strefling
Name: MARK M. STREFLING | Partner
Title: General Counsel and Chief Operating Officer
Whitebox Advisors LLC
WHITEBOX
INSTITUTIONAL
PARTNERS,
LP
By: /s/ Mark M. Strefling
Name: MARK M. STREFLING | Partner
Title: General Counsel and Chief Operating Officer
Whitebox Advisors LLC
PANDORA
SELECT
PARTNERS,
LP
By: /s/ Mark M. Strefling
Name: MARK M. STREFLING | Partner
Title: General Counsel and Chief Operating Officer
Whitebox Advisors LLC
[Signature Page to Amendment No. 1]
Exhibit
10.2
EXECUTION VERSION
AMENDMENT
NO.
2
TO
SUPERPRIORITY
SECURED
DEBTOR-INPOSSESSION
CREDIT
AGREEMENT
AMENDMENT No. 2, dated as of May 18, 2016 (this “ Amendment
”), to that certain Superpriority Secured Debtor-In-Possession Credit Agreement dated
as of April 18, 2016 and amended by Amendment No. 1 dated as of May 9, 2016 (the “ Existing
Credit
Agreement
” and, as so amended, the “ Credit
Agreement
”) among, inter
alios
, PEABODY ENERGY CORPORATION, a Delaware corporation and a debtor and debtor-in-possession in the Cases (the “
Borrower
”), the SUBSIDIARY GUARANTORS party thereto from time to time, certain of which are debtors and debtors-in-possession in the Cases, the
LENDERS party thereto from time to time, the ISSUING BANK party thereto and Citibank, N.A., as Administrative Agent (the “ Administrative
Agent
”).
W
I
T
N
E
S
S
E
T
H
:
WHEREAS, the parties hereto desire to amend the Existing Credit Agreement as set forth herein.
NOW, THEREFORE, the parties hereto agree as follows:
SECTION 1 .
Defined
Terms;
References.
Unless otherwise specifically defined herein, each term used herein that is defined in the Credit Agreement has the
meaning assigned to such term in the Credit Agreement (or Existing Credit Agreement, if context so requires). Each reference to “hereof”, “hereunder”, “herein”
and “hereby” and each other similar reference and each reference to “this Agreement” and each other similar reference contained in the Existing Credit Agreement
shall, after this Amendment becomes effective, refer to the Credit Agreement as amended hereby. Each reference to the “Credit Agreement” or “thereunder”,
“thereof” or “therein” in respect of the Existing Credit Agreement, and each other similar reference, contained in any other Loan Document shall, after this
Amendment becomes effective, similarly refer to the Credit Agreement as amended hereby.
SECTION 2. Amendment
to
the
Existing
Credit
Agreement.
(a) Section 1.01 of the Existing Credit Agreement is hereby amended by inserting the following new defined term:
“ CNTA Order Date ” means the date on which the Bankruptcy Court shall have entered an order determining the CNTA Issues.
(b) Section 6.19(d) of the Existing Credit Agreement is hereby amended by inserting the words “the later of (i) thirty (30) days following the CNTA Order
Date and (ii)” immediately before the words “two hundred ten (210) days following the Petition Date”.
(c) Section 7.11(c)(i) of the Existing Credit Agreement is hereby amended by deleting the May 31, 2016 and June 30, 2016 period rows from the Minimum
Cumulative Consolidated EBITDA table, such that the first testing period will run from April 1, 2016 through July 31, 2016.
(d) Section 8.01 of the Existing Credit Agreement is hereby amended: (i) by inserting the words “to the extent approved by the Creditors’ Committee or
authorized by the Bankruptcy Court” immediately following the words “continuing under such Real Property Lease” at the end of the penultimate sentence of
paragraph (b) thereof and (ii) by inserting the words “to the extent approved by the Creditors’ Committee or authorized by the Bankruptcy Court” immediately
following the words “continuing under such Real Property Lease” at the end of the penultimate sentence of paragraph (c) thereof.
SECTION 3. Governing
Law.
This Amendment shall be construed in accordance with and governed by the laws of the State of New York and (to the extent
applicable) the Bankruptcy Code.
SECTION 4 .
Counterparts.
This Amendment may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the
signatures thereto and hereto were upon the same instrument.
SECTION 5 .
Loan
Document
. This Amendment shall constitute a Loan Document.
SECTION 6 .
Effectiveness.
This Amendment shall become effective on the date on which the Agent shall have received from each of the Borrower and the
Required Lenders a counterpart hereof signed by such party or facsimile or other written confirmation (in form satisfactory to the Agent) that such party has signed
a counterpart hereof.
[Remainder of this page left blank intentionally.]
2
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written.
PEABODY ENERGY CORPORATION, as the Borrower
By: /s/ James A. Tichenor
Name: James A. Tichenor
Title: Vice President and Treasurer
GUARANTORS:
AMERICAN LAND DEVELOPMENT, LLC
AMERICAN LAND HOLDINGS OF COLORADO, LLC
AMERICAN LAND HOLDINGS OF ILLINOIS, LLC
AMERICAN LAND HOLDINGS OF INDIANA, LLC
AMERICAN LAND HOLDINGS OF KENTUCKY, LLC
AMERICAN LAND HOLDINGS OF NEW MEXICO, LLC
AMERICAN LAND HOLDINGS OF WEST VIRGINIA, LLC
ARID OPERATIONS INC.
BIG RIDGE, INC.
BLACK HILLS MINING COMPANY, LLC
BTU WESTERN RESOURCES, INC.
CABALLO GRANDE, LLC
CASEYVILLE DOCK COMPANY, LLC
CENTRAL STATES COAL RESERVES OF ILLINOIS, LLC
CENTRAL STATES COAL RESERVES OF INDIANA, LLC
CENTURY MINERAL RESOURCES, INC.
COAL RESERVE HOLDING LIMITED LIABILITY
COMPANY NO. 1
COALSALES II, LLC
COLORADO YAMPA COAL COMPANY, LLC
CONSERVANCY RESOURCES, LLC
COTTONWOOD LAND COMPANY
CYPRUS CREEK LAND COMPANY
CYPRUS CREEK LAND RESOURCES, LLC
DYSON CREEK COAL COMPANY, LLC
DYSON CREEK MINING COMPANY, LLC
EL SEGUNDO COAL COMPANY, LLC
[Signature Page to Amendment No. 2]
EMPIRE LAND HOLDINGS, LLC
FALCON COAL COMPANY, LLC
FOUR STAR HOLDINGS, LLC
FRANCISCO EQUIPMENT COMPANY, LLC
FRANCISCO LAND HOLDINGS COMPANY, LLC
FRANCISCO MINING, LLC
GALLO FINANCE COMPANY, LLC
GLOBAL CENTER FOR ENERGY AND HUMAN
DEVELOPMENT, LLC
GOLD FIELDS CHILE, LLC
GOLD FIELDS MINING, LLC
GOLD FIELDS ORTIZ, LLC
HAYDEN GULCH TERMINAL, LLC
HIGHWALL MINING SERVICES COMPANY
HILLSIDE RECREATIONAL LANDS, LLC
HMC MINING, LLC
ILLINOIS LAND HOLDINGS, LLC
INDEPENDENCE MATERIAL HANDLING, LLC
JAMES RIVER COAL TERMINAL, LLC
JUNIPER COAL COMPANY, LLC
KAYENTA MOBILE HOME PARK, INC.
KENTUCKY SYNGAS, LLC
KENTUCKY UNITED COAL, LLC
LIVELY GROVE ENERGY, LLC
LIVELY GROVE ENERGY PARTNERS, LLC
MARIGOLD ELECTRICITY, LLC
MIDCO SUPPLY AND EQUIPMENT CORPORATION
MIDWEST COAL ACQUISITION CORP.
MIDWEST COAL RESERVES OF ILLINOIS, LLC
MIDWEST COAL RESERVES OF INDIANA, LLC
MIDWEST COAL RESERVES OF KENTUCKY, LLC
MOFFAT COUNTY MINING, LLC
MUSTANG ENERGY COMPANY, L.L.C.
NEW MEXICO COAL RESOURCES, LLC
NM EQUIPMENT COMPANY, LLC
PACIFIC EXPORT RESOURCES, LLC
PEABODY AMERICA, LLC
PEABODY ARCHVEYOR, L.L.C.
PEABODY ARCLAR MINING, LLC
PEABODY ASSET HOLDINGS, LLC
PEABODY BEAR RUN MINING, LLC
PEABODY BEAR RUN SERVICES, LLC
PEABODY CABALLO MINING, LLC
PEABODY CARDINAL GASIFICATION, LLC
PEABODY CHINA, LLC
[Signature Page to Amendment No. 2]
PEABODY COALSALES, LLC
PEABODY COALTRADE, LLC
PEABODY COALTRADE INTERNATIONAL (CTI), LLC
PEABODY COLORADO OPERATIONS, LLC
PEABODY COLORADO SERVICES, LLC
PEABODY COULTERVILLE MINING, LLC
PEABODY DEVELOPMENT COMPANY, LLC
PEABODY ELECTRICITY, LLC
PEABODY EMPLOYMENT SERVICES, LLC
PEABODY ENERGY GENERATION HOLDING COMPANY
PEABODY ENERGY INVESTMENTS, INC.
PEABODY ENERGY SOLUTIONS, INC.
PEABODY GATEWAY NORTH MINING, LLC
PEABODY GATEWAY SERVICES, LLC
PEABODY HOLDING COMPANY, LLC
PEABODY ILLINOIS SERVICES, LLC
PEABODY INDIANA SERVICES, LLC
PEABODY INTERNATIONAL INVESTMENTS, INC.
PEABODY INTERNATIONAL SERVICES, INC.
PEABODY INVESTMENTS CORP.
PEABODY MAGNOLIA GROVE HOLDINGS, LLC
PEABODY MIDWEST MANAGEMENT SERVICES, LLC
PEABODY MIDWEST MINING, LLC
PEABODY MIDWEST OPERATIONS, LLC
PEABODY MIDWEST SERVICES, LLC
PEABODY MONGOLIA, LLC
PEABODY NATURAL GAS, LLC
PEABODY NATURAL RESOURCES COMPANY
PEABODY NEW MEXICO SERVICES, LLC
PEABODY OPERATIONS HOLDING, LLC
PEABODY POWDER RIVER MINING, LLC
PEABODY POWDER RIVER OPERATIONS, LLC
PEABODY POWDER RIVER SERVICES, LLC
PEABODY POWERTREE INVESTMENTS, LLC
PEABODY RECREATIONAL LANDS, L.L.C.
PEABODY ROCKY MOUNTAIN MANAGEMENT
SERVICES, LLC
PEABODY ROCKY MOUNTAIN SERVICES, LLC
PEABODY SCHOOL CREEK MINING, LLC
PEABODY SERVICES HOLDINGS, LLC
PEABODY SOUTHWEST, LLC
PEABODY SOUTHWESTERN COAL COMPANY, LLC
[Signature Page to Amendment No. 2]
PEABODY TERMINAL HOLDING COMPANY, LLC
PEABODY TERMINALS, LLC
PEABODY TROUT CREEK RESERVOIR LLC
PEABODY VENEZUELA COAL CORP.
PEABODY VENTURE FUND, LLC
PEABODY WILD BOAR MINING, LLC
PEABODY WILD BOAR SERVICES, LLC
PEABODY WILLIAMS FORK MINING, LLC
PEABODY WYOMING GAS, LLC
PEABODY WYOMING SERVICES, LLC
PEABODY-WATERSIDE DEVELOPMENT, L.L.C.
PEC EQUIPMENT COMPANY, LLC
PG INVESTMENTS SIX, L.L.C.
POINT PLEASANT DOCK COMPANY, LLC
POND RIVER LAND COMPANY
PORCUPINE PRODUCTION, LLC
PORCUPINE TRANSPORTATION, LLC
RIVERVIEW TERMINAL COMPANY
SAGE CREEK LAND & RESERVES, LLC
SCHOOL CREEK COAL RESOURCES, LLC
SENECA PROPERTY, LLC
SHOSHONE COAL CORPORATION
SOUTHWEST COAL HOLDINGS, LLC
STAR LAKE ENERGY COMPANY, L.L.C.
SUGAR CAMP PROPERTIES, LLC
THOROUGHBRED GENERATING COMPANY, LLC
THOROUGHBRED MINING COMPANY, L.L.C.
TWENTYMILE COAL, LLC
TWENTYMILE EQUIPMENT COMPANY, LLC
TWENTYMILE HOLDINGS, LLC
UNITED MINERALS COMPANY, LLC
WEST ROUNDUP RESOURCES, LLC
WILD BOAR EQUIPMENT COMPANY, LLC
WILD BOAR LAND HOLDINGS COMPANY, LLC
By: /s/ James A. Tichenor
Name: James A. Tichenor
Title: Vice President and Treasurer
[Signature Page to Amendment No. 2]
PEABODY WESTERN COAL COMPANY,
as a Guarantor
By:
[Signature Page to Amendment No. 2]
/s/ Douglas D. Loucks
Name: Douglas D. Loucks
Title: Treasurer
PEABODY SAGE CREEK MINING, LLC,
as a Guarantor
By:
[Signature Page to Amendment No. 2]
/s/ Eric J. Baltz
Name: Eric J. Baltz
Title: Treasurer
PEABODY TWENTYMILE MINING, LLC,
as a Guarantor
By:
[Signature Page to Amendment No. 2]
/s/ John R. Schwartze
Name: John R. Schwartze
Title: Treasurer
SENECA COAL COMPANY, LLC,
as a Guarantor
By:
[Signature Page to Amendment No. 2]
/s/ Kurt A. Jones
Name: Kurt A. Jones
Title: Treasurer
SAGE CREEK HOLDINGS, LLC,
as a Guarantor
By:
[Signature Page to Amendment No. 2]
/s/ Mark A. Scimio
Name: Mark A. Scimio
Title: President
BIG SKY COAL COMPANY,
as a Guarantor
By:
[Signature Page to Amendment No. 2]
/s/ Michael J. Jasutis
Name: Michael J. Jasutis
Title: Treasurer
CITIBANK,
N.A.,
as Administrative Agent, as Bonding Facility
L/C Issuer and as L/C Facility L/C Issuer
By: /s/ Shane Azzara
Name: Shane Azzara
Title: Vice President and Director
[Signature Page to Amendment No. 2]
Monarch
Master
Funding
Ltd,
as a Lender
By: Monarch Alternative Capital LP, as investment manager
Name:
Title:
By: /s/ Roger Schmitz
Name: Roger Schmitz
Title: Managing Principal
[Signature Page to Amendment No. 2]
GoldenTree Credit Opportunities
2014-I Financing, Limited
By: GoldenTree Asset Management, LP, as a Lender
By: /s/ Karen Weber
Name: Karen Weber
Title: Director – Bank Debt
[Signature Page to Amendment No. 2]
GoldenTree 2004 Trust
By: GoldenTree Asset Management, LP, as a Lender
By: /s/ Karen Weber
Name: Karen Weber
Title: Director – Bank Debt
[Signature Page to Amendment No. 2]
GN3 SIP Limited
By: GoldenTree Asset Management, LP, as a Lender
By: /s/ Karen Weber
Name: Karen Weber
Title: Director – Bank Debt
[Signature Page to Amendment No. 2]
San Bernadino County Employees’ Retirement Association
By: GoldenTree Asset Management, LP, as a Lender
By: /s/ Karen Weber
Name: Karen Weber
Title: Director – Bank Debt
[Signature Page to Amendment No. 2]
Stellar Performer Global Series:
Series G – Global Credit
By: GoldenTree Asset Management, LP, as a Lender
By: /s/ Karen Weber
Name: Karen Weber
Title: Director – Bank Debt
[Signature Page to Amendment No. 2]
GoldenTree Insurance Fund Series Interests of the SALI MultiSeries Fund, LP
By: GoldenTree Asset Management, LP, as a Lender
By: /s/ Karen Weber
Name: Karen Weber
Title: Director – Bank Debt
[Signature Page to Amendment No. 2]
GT NM, LP
By: GoldenTree Asset Management, LP, as a Lender
By: /s/ Karen Weber
Name: Karen Weber
Title: Director – Bank Debt
[Signature Page to Amendment No. 2]
C.M. LIFE INSURANCE COMPANY MASSACHUSETTS
MUTUAL LIFE INSURANCE COMPANY,
each as a Lender
By: Babson Capital Management LLC as Investment Adviser
By:
/s/ Michael J. Fey
Name: Michael J. Fey
Title: Director
BABSON CAPITAL CREDIT I LIMITED,
as a Lender
By: Babson Capital Management LLC as Investment Manager
By:
/s/ Michael J. Fey
Name: Michael J. Fey
Title: Director
BABSON CAPITAL GLOBAL FLOATING RATE FUND, a
series of Babson Capital Funds Trust
as a Lender
By: Babson Capital Management LLC as Investment Manager
By: /s/ Michael J. Fey
Name: Michael J. Fey
Title: Director
The foregoing is executed on behalf of Babson Global Floating
Rate Fund, a series of Babson Capital Funds Trust, organized
under an Agreement and Declaration of Trust dated May 3, 2013,
as amended from time to time. The obligations of such series
Trust are not personally binding upon, nor shall resort be had to
the property of, any of the Trustees, shareholders, officers,
employees or agents of such Trust, or any other series of the
Trust but only the property and assets of the relevant series Trust
shall be bound.
[Signature Page to Amendment No. 2]
BABSON CAPITAL GLOBAL LOANS LIMITED, as a Lender
By: Babson Capital Management LLC as Sub-Investment
Manager
By: /s/ Michael J. Fey
Name: Michael J. Fey
Title: Director
[Signature Page to Amendment No. 2]
Mason
Capital
LP,
as a Lender
By: /s/ Meredith Simmons
Name: Meredith Simmons
Title: CCO
If second signature required:
[NAME
OF
LENDER],
as a Lender
By:
Name:
Title:
[Signature Page to Amendment No. 2]
Mason
Capital
Master
Fund
LP,
as a Lender
By: /s/ Meredith Simmons
Name: Meredith Simmons
Title: CCO
If second signature required:
[NAME
OF
LENDER],
as a Lender
By:
Name:
Title:
[Signature Page to Amendment No. 2]
AMERICAN
HIGH-INCOME
TRUST
By: Capital
Research
and
Management
Company,
for
and
on
behalf
of
American
High-Income
Trust
By: /s/ Kenneth R. Gorvetzian
Name: Kenneth R. Gorvetzian
Title: Authorized Signatory
[Signature Page to Amendment No. 2]
THE
INCOME
FUND
OF
AMERICA
By: Capital
Research
and
Management
Company,
for
and
on
behalf
of
The
Income
Fund
of
America
By: /s/ Kenneth R. Gorvetzian
Name: Kenneth R. Gorvetzian
Title: Authorized Signatory
[Signature Page to Amendment No. 2]
Centerbridge Credit Partners Offshore
Intermediate II, L.P., as a Lender
By: /s/ Aleksandra Markovic
Name: Aleksandra Markovic
Title: Authorized Signatory
Centerbridge Credit Partners TE Intermediate I, LP, as a Lender
By: /s/ Aleksandra Markovic
Name: Aleksandra Markovic
Title: Authorized Signatory
Centerbridge Credit Partners L.P., as a Lender
By: /s/ Aleksandra Markovic
Name: Aleksandra Markovic
Title: Authorized Signatory
[Signature Page to Amendment No. 2]
Kingsland
VI
By: Kingsland
Capital
Management,
LLC
as
Manager
as a Lender
By: /s/ Authorized Signatory
Name: Authorized Signatory
Title: Kingsland Capital Management, LLC, as Manager
[Signature Page to Amendment No. 2]
Kingsland
VII
By: Kingsland
Capital
Management,
LLC
as
Manager
as a Lender
By: /s/ Authorized Signatory
Name: Authorized Signatory
Title: Kingsland Capital Management, LLC, as Manager
[Signature Page to Amendment No. 2]
PNC
Bank,
N.A.,
as a Lender
By: /s/ John Ataman
Name: John Ataman
Title: Senior Vice President
If second signature required:
[NAME
OF
LENDER],
as a Lender
By:
Name:
Title:
[Signature Page to Amendment No. 2]
WHITEBOX
ASYMMETRIC
PARTNERS,
LP
as a Lender
By: /s/ Mark Strefling
Name: Mark Strefling
Title: General Counsel and Chief Operating Officer
Whitebox Advisors LLC
WHITEBOX
RELATIVE
VALUE
PARTNERS,
LP
as a Lender
By: /s/ Mark Strefling
Name: Mark Strefling
Title: General Counsel and Chief Operating Officer
Whitebox Advisors LLC
WHITEBOX
CREDIT
PARTNERS,
LP
as a Lender
By: /s/ Mark Strefling
Name: Mark Strefling
Title: General Counsel and Chief Operating Officer
Whitebox Advisors LLC
WHITEBOX
SPECIAL
OPPORTUNITIES
FUND
LP
SERIES
O
as a Lender
By /s/ Mark Strefling
Name: Mark Strefling
Title: General Counsel and Chief Operating Officer
Whitebox Advisors LLC
WHITEBOX
KFA
ADVANTAGE,
LLC
as a Lender
By: /s/ Mark Strefling
Name: Mark Strefling
Title: General Counsel and Chief Operating Officer
Whitebox Advisors LLC
[Signature Page to Amendment No. 2]
WHITEBOX
MULTI-STRATEGY
PARTNERS,
LP
as a Lender
By: /s/ Mark Strefling
Name: Mark Strefling
Title: General Counsel and Chief Operating Officer
Whitebox Advisors LLC
WHITEBOX
INSTITUTIONAL
PARTNERS,
LP
as a Lender
By: /s/ Mark Strefling
Name: Mark Strefling
Title: General Counsel and Chief Operating Officer
Whitebox Advisors LLC
PANDORA
SELECT
PARTNERS,
LP
as a Lender
By: /s/ Mark Strefling
Name: Mark Strefling
Title: General Counsel and Chief Operating Officer
Whitebox Advisors LLC
[Signature Page to Amendment No. 2]
Franklin
Floating
Rate
Master
Trust
–
Franklin
Floating
Rate
Master
Series,
as a Lender
By: /s/ Madeline Lam
Name: Madeline Lam
Title: Asst. Vice President
[Signature Page to Amendment No. 2]
Franklin
Investors
Securities
Trust
–
Franklin
Floating
Rate
Daily
Access
Fund,
as a Lender
By: /s/ Madeline Lam
Name: Madeline Lam
Title: Vice President
[Signature Page to Amendment No. 2]
Franklin
Templeton
Series
II
Funds
–
Franklin
Floating
Rate
II
Fund,
as a Lender
By: /s/ Madeline Lam
Name: Madeline Lam
Title: Asst. Vice President
[Signature Page to Amendment No. 2]
Franklin
US
Floating
Rate
Master
Fund,
as a Lender
By: /s/ Alex Guang Yu
Name: Alex Guang Yu
Title: Authorized Signatory
[Signature Page to Amendment No. 2]
Franklin
Floating
Rate
Master
Trust
–
Franklin
Lower
Tier
Floating
Rate
Fund,
as a Lender
By: /s/ Alex Guang Yu
Name: Alex Guang Yu
Title: Authorized Signatory
[Signature Page to Amendment No. 2]
AESI (Holdings) II, L.P.,
as a Lender
By: AES Advisors II, L.P.,
its general partner
By: AES Advisors II GP, LLC
its general partner
By: /s/ Joseph Glatt
Name: Joseph Glatt
Title: Vice President
If second signature required:
By:
Name:
Title:
[Signature Page to Amendment No. 2]
Apollo A-N Credit Fund (Delaware), L.P.,
as a Lender
By: Apollo A-N Credit Management, LLC, its investment
manager
By: /s/ Joseph Glatt
Name: Joseph Glatt
Title: Vice President
If second signature required:
By:
Name:
Title:
[Signature Page to Amendment No. 2]
Apollo CREDIT MASTER FUND LTD.,
as a Lender
By: Apollo ST Fund Management LLC, as its Collateral
Manager
By: /s/ Joseph Glatt
Name: Joseph Glatt
Title: Vice President
If second signature required:
By:
Name:
Title:
[Signature Page to Amendment No. 2]
Apollo Credit Opportunity Trading Fund III,
as a Lender
By: Apollo Credit Opportunity Advisors III LP, its general
partner
By: Apollo Credit Opportunity Advisors III GP, LLC,
its general partner
By: /s/ Joseph Glatt
Name: Joseph Glatt
Title: Vice President
If second signature required:
By:
Name:
Title:
[Signature Page to Amendment No. 2]
Apollo Credit Strategies Master Fund Ltd.,
as a Lender
By: Apollo Fund Management LLC, as its investment manager
By: /s/ Joseph Glatt
Name: Joseph Glatt
Title: Vice President
If second signature required:
By:
Name:
Title:
[Signature Page to Amendment No. 2]
Apollo Franklin Partnership, L.P.,
as a Lender
By: Apollo Franklin Advisors (APO DC), L.P., its General
Partner
By: Apollo Franklin Advisors (APO DC-GP), LLC, its General
Partner
By: /s/ Joseph Glatt
Name: Joseph Glatt
Title: Vice President
If second signature required:
By:
Name:
Title:
[Signature Page to Amendment No. 2]
Apollo Hercules Partners, LP,
as a Lender
By: Apollo Hercules Advisors, L.P., its General Partner
By: Apollo Hercules Advisors GP, LLC, its General Partner
By: /s/ Joseph D. Glatt
Name: Joseph D. Glatt
Title: Vice President
If second signature required:
By:
Name:
Title:
[Signature Page to Amendment No. 2]
Apollo Lincoln Private Credit Fund, L.P.,
as a Lender
By: Apollo Lincoln Private Credit Management, LLC, its
investment manager
By: /s/ Joseph Glatt
Name: Joseph Glatt
Title: Vice President
If second signature required:
By:
Name:
Title:
[Signature Page to Amendment No. 2]
Apollo Moultrie Credit Fund, L.P.,
as a Lender
By: Apollo Moultrie Credit Management, LLC, its investment
manager
By: /s/ Joseph Glatt
Name: Joseph Glatt
Title: Vice President
If second signature required:
By:
Name:
Title:
[Signature Page to Amendment No. 2]
Apollo Tactical Value SPN Investments, L.P.,
as a Lender
By: Apollo Tactical Value SPN Advisors (APO DC), L.P., its
General Partner
By: Apollo Tactical Value SPN Capital Management (APO DCGP), LLC, its General Partner
By: /s/ Joseph Glatt
Name: Joseph Glatt
Title: Vice President
If second signature required:
By:
Name:
Title:
[Signature Page to Amendment No. 2]
Apollo TR Opportunistic, Ltd.,
as a Lender
By: Apollo Total Return Master Fund, L.P., its member
By: Apollo Total Return Advisors, L.P., its General Partner
By: Apollo Total Return Advisors GP, LLC, its General Partner
By: /s/ Joseph Glatt
Name: Joseph Glatt
Title: Vice President
If second signature required:
By:
Name:
Title:
[Signature Page to Amendment No. 2]
Apollo Union Street Partners, L.P.,
as a Lender
By: Apollo Union Street Advisors, L.P., its General Partner
By: Apollo Union Street Capital Management, LLC, its General
Partner
By: /s/ Joseph D. Glatt
Name: Joseph D. Glatt
Title: Vice President
If second signature required:
By:
Name:
Title:
[Signature Page to Amendment No. 2]
Apollo Zeus Strategic Investments, L.P.,
as a Lender
By: Apollo Zeus Strategic Advisors, L.P., its general partner
By: Apollo Zeus Strategic Advisors, LLC, its general partner
By: /s/ Joseph Glatt
Name: Joseph Glatt
Title: Vice President
If second signature required:
By:
Name:
Title:
[Signature Page to Amendment No. 2]
IVY Apollo Multi Asset Income Fund,
as a Lender
By: Apollo Credit Management, LLC, as its investment subadviser
By: /s/ Joseph D. Glatt
Name: Joseph D. Glatt
Title: Vice President
If second signature required:
By:
Name:
Title:
[Signature Page to Amendment No. 2]
IVY Apollo Strategic Income Fund,
as a Lender
By: Apollo Credit Management, LLC, as its investment subadviser
By: /s/ Joseph D. Glatt
Name: Joseph D. Glatt
Title: Vice President
If second signature required:
By:
Name:
Title:
[Signature Page to Amendment No. 2]