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): September 13, 2019
Cloud Peak Energy Inc.
(Exact name of registrant as specified in its charter)
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Delaware |
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001-34547 |
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26-3088162 |
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(State or other Jurisdiction of
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(Commission File Number) |
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(IRS Employer Identification No.) |
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748 T-7 Road, Gillette, Wyoming |
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82718 |
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(Address of Principal Executive Offices) |
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(Zip Code) |
Registrant’s telephone number, including area code: (307) 687-6000
Not Applicable
(Former name or former address if changed since last report.)
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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
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Title of Each Class |
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Trading Symbol(s) |
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Name of Each Exchange on Which Registered |
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Item 1.01 Entry into a Material Definitive Agreement
On September 13, 2019, Cloud Peak Energy Inc. (the “Company”) and certain of its direct and indirect subsidiaries (the “Cloud Peak Entities”) entered into the Limited Waiver and Amendment to the Cloud Peak Entities’ Superpriority Senior Secured Priming Debtor-in-Possession Credit Agreement (the “DIP Credit Agreement”, and such amendment, the “Limited Waiver and Amendment”) with the lenders party thereto and Ankura Trust Company, LLC, as Administrative Agent and Collateral Agent. The Limited Waiver and Amendment, among other things, (i) extends the milestone dates set forth in the DIP Credit Agreement by which a sale order under Section 363 of Title 11 of the U.S. Code by the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”) must be entered and (ii) waives the event of default arising, and which continues arising, under the DIP Credit Agreement as a result of non-compliance with the Approved Budget (as defined in the DIP Credit Agreement) due to an Unpermitted Variance (as defined in the DIP Credit Agreement) with respect to receipts for the week ending on September 6, 2019.
The foregoing description is only a summary of the Limited Waiver and Amendment and is qualified in its entirety by reference to the full text of the Limited Waiver and Amendment, which is filed as Exhibit 10.1 and is incorporated by reference herein.
Cautionary Note Regarding Forward-Looking Statements
This Report on Form 8-K contains “forward-looking statements” within the meaning of the safe harbor provisions of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements are not statements of historical facts and often contain words such as “may,” “will,” “expect,” “believe,” “anticipate,” “plan,” “estimate,” “seek,” “could,” “should,” “intend,” “potential,” or words of similar meaning. Forward-looking statements are based on management’s current expectations, beliefs, assumptions and estimates regarding the Company, industry, economic conditions, government regulations and energy policies and other factors. Forward-looking statements may include, for example, the closing of the transactions contemplated by the Asset Purchase Agreement, dated August 19, 2019 by and among the Cloud Peak Entities and Navajo Transitional Energy Company, LLC, the ability of the Company to sell its remaining real estate assets, the magnitude of any impairments to the Cloud Peak Entities’ assets and the impacts of such impairments on the investments of securityholders, statements regarding the Board of Directors’ strategic evaluation process, the Company’s operational and financial priorities, the Company’s responses to the structural changes in the U.S. coal industry, the anticipated occurrence of hearing dates on schedule during the Company’s Chapter 11 (“Chapter 11”) of Title 11 of the U.S. Code cases, and other statements regarding the Company’s plans, strategies, prospects and expectations concerning its business, operating results, financial condition, liquidity and other matters that do not relate strictly to historical facts. These statements are subject to significant risks, uncertainties, and assumptions that are difficult to predict and could cause actual results to differ materially and adversely from those expressed or implied in the forward-looking statements, including risks and uncertainties regarding the Company’s ability to continue as a going concern, potential appeals of the Bankruptcy Court’s order approving the DIP Credit Agreement, the Company’s ability to successfully complete a sale process under Chapter 11; potential adverse effects of the Chapter 11 cases on the Company’s liquidity and results of operations; the Company’s ability to obtain timely approval by the Bankruptcy Court with respect to the motions filed in the Chapter 11 cases; objections to the sale process or other pleadings filed that could protract the Chapter 11 cases; employee attrition and the Company’s ability to retain senior management and other key personnel due to the distractions and uncertainties, including its ability to provide adequate compensation and benefits during the Chapter 11 cases; the Company’s ability to comply with the restrictions imposed by its Accounts Receivable Securitization Program, the DIP Credit Agreement and other financing arrangements; the Company’s ability to maintain relationships with suppliers, customers, employees and other third parties and regulatory authorities as a result of the Chapter 11 filing; the effects of the bankruptcy petitions on the Company and on the interests of various constituents, including holders of the Company’s common stock; the Bankruptcy Court’s rulings in the Chapter 11 cases, and the outcome of the Chapter 11 cases generally; the length of time that the Company will operate under Chapter 11 protection and the continued availability of operating capital during the pendency of the proceedings; risks associated with third-party motions in the Chapter 11 cases, which may interfere with the Company’s ability to consummate a sale; and increased administrative and legal costs related to the Chapter 11 process and other litigation and inherent risks involved in a bankruptcy process. Forward-looking statements are also subject to the risk factors and cautionary language described from time to time in the reports and registration statements the Company files with the Securities and Exchange Commission, including those in Item 1A - Risk Factors in its most recent Form 10-K and any updates thereto in its Forms 10-Q
and current reports on Form 8-K. Additional factors, events, or uncertainties that may emerge from time to time, or those that the Company currently deems to be immaterial, could cause its actual results to differ, and it is not possible for the Company to predict all of them. The Company makes forward-looking statements based on currently available information, and it assumes no obligation to, and expressly disclaims any obligation to, update or revise publicly any forward-looking statements made in this report, 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. The following exhibit is being filed herewith.
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Exhibit Number |
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Description |
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10.1 |
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SIGNATURE
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.
Date: September 19, 2019
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CLOUD PEAK ENERGY INC. |
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By: |
/s/ Bryan J. Pechersky |
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Name: |
Bryan J. Pechersky |
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Title: |
Executive Vice President, General Counsel and Corporate Secretary |
LIMITED WAIVER AND AMENDMENT
LIMITED WAIVER AND AMENDMENT dated as of September 13, 2019 (this “Limited Waiver and Amendment”) to the Superpriority Senior Secured Priming Debtor-in-Possession Credit Agreement dated as of May 15, 2019, by and among Cloud Peak Energy Inc., a Delaware corporation and a debtor and debtor-in-possession under chapter 11 of the Bankruptcy Code (the “CPE”), the other Persons party hereto from time to time as a “Borrower”, the Persons party thereto from time to time as “Lenders”, and Ankura Trust Company, LLC, as administrative agent (in such capacity, including any sub-agent or any successor or assignee of any of the foregoing, the “Administrative Agent”) and as collateral agent (in such capacity, including any sub-agent or any successor or assignee of any of the foregoing, the “Collateral Agent”) (as amended, supplemented, restated or otherwise modified from time to time prior to the date hereof, the “Existing Credit Agreement”).
RECITALS:
WHEREAS, the parties hereto desire to amend the Existing Credit Agreement upon the terms and conditions set forth herein.
WHEREAS, an Event of Default has occurred and is continuing as a result of the non-compliance with the Approved Budget as required under Section 5.16 of the Existing Credit Agreement due to an Unpermitted Variance with respect to receipts for the week ending on September 6, 2019 (together with any failure to satisfy notice requirements with respect to such Event of Default, collectively the “Specified Default”) and the Borrowers have requested that the Required Lenders waive the Specified Default.
WHEREAS, the Lenders party hereto collectively constitute the Required Lenders and the requisite Lenders to effectuate the amendments to the Existing Credit Agreement set forth herein and the waiver of the Specified Default.
1. Defined Terms. Capitalized terms used and not otherwise defined herein, including the recitals, have the meanings assigned to them in the Existing Credit Agreement, as amended hereby (the “Amended Credit Agreement”).
2. Limited Waiver and Amendment.
(a) Subject to the satisfaction of the conditions set forth in Section 4 and in reliance on the representations, warranties, covenants and agreements set forth in this Limited Waiver and Amendment, the Lenders party hereto which collectively constitute the Required Lenders hereby waive the Specified Default. Except for the limited waiver set forth herein, nothing contained herein shall be deemed a consent to or waiver of any other Default or Event of Default or any action or inaction of any Borrower that requires consent of any Agent or Lender, constitutes a violation of any provision of the Existing Credit Agreement or any other Loan Document, or that has resulted or will result in a Default or an Event of Default under the Existing Credit Agreement or any other Loan Document. Agents and Lenders shall not be obligated to grant any future consents, waivers or amendments with respect to the Existing Credit Agreement or any other Loan Document. No failure or delay on the part of any Agent or Lenders to exercise any right or remedy under the Existing Credit Agreement, any other Loan Document or applicable law shall operate as a waiver thereof or give rise to any course of conduct defense, nor shall any single or partial exercise of any right or remedy preclude any other or further exercise of any right or remedy, all of which are cumulative and are hereby reserved.
(b) Each party hereto agrees that, effective on the Amendment Effective Date, paragraph (g) of Section 5.15 of the Existing Credit Agreement shall be amended and restated as follows:
“(g) No later than September 20, 2019, the Bankruptcy Court shall have entered a 363 Sale Order, in form and substance reasonably satisfactory to the Required Lenders, with respect to an Acceptable 363 Sale in the Cases.”
3. Representations and Warranties. Each Borrower party hereto represents and warrants to the Agents and the Lenders, on and as of the Limited Waiver and Amendment Effective Date (after giving effect to this Limited Waiver and Amendment) that:
(a) Each Borrower and each of the Subsidiaries (a) is a partnership, limited liability company or corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, formation or incorporation, (b) has all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to own its assets and to carry on its business as now conducted, (c) is duly qualified and is licensed and, as applicable, in good standing, under the laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification or license and (d) subject, in the case of each Borrower that is a Debtor, to the terms of the DIP Orders, has the power and authority to execute, deliver and perform its obligations under this Limited Waiver and Amendment and to perform the transactions contemplated thereby.
(b) Subject to the terms of the DIP Orders, the execution, delivery and performance by each Borrower and each of the Subsidiaries of this Limited Waiver and Amendment (a) have been duly authorized by all corporate, stockholder, limited liability company or partnership or other organizational action required to be obtained by such Borrower and such Subsidiaries and (b) (i) do not violate (A) any provision of law, statute, rule or regulation (including, without limitation, any Mining Law), or contravene the terms of any Organizational Document of any Borrower or any Subsidiary, (B) any applicable order of any court or any rule, regulation or order of any Governmental Authority (including, without limitation, any Mining Permit) or (C) any indenture, lease (including, without limitation, any Mining Lease), agreement or other instrument to which any such Borrower or any such Subsidiary is a party or by which any of them or any of their respective assets are or may be bound, except in respect of the Existing Indenture Documents, (ii) are not in conflict with, and do not result in a breach of or constitute (alone or with notice or lapse of time or both) a default under, give rise to a right of or result in any cancellation or acceleration of any right or obligation (including any payment) or to a loss of a material benefit under, any indenture, lease (including, without limitation, any Mining Lease), or other similar agreement or instrument, except in respect of the Existing Indenture Documents, or (iii) conflict with or result in any breach or contravention of, or the creation or imposition of any Lien (except for any Liens that arise under the Loan Documents) upon or with respect to any assets now owned or hereafter acquired by any Borrower or any such Subsidiary, or require any payment to be made under (A) any contractual obligation to which such Borrower or such Subsidiary is a party or affecting such Borrower or such Subsidiary or the properties of such Borrower, such Subsidiary or any of its or their Subsidiaries, except in respect of the Existing Indenture Documents or (B) any order, injunction, writ or decree of any governmental authority or any arbitral award to which such Borrower or such Subsidiary or its or their property is subject.
(c) Subject, in the case of each Borrower that is a Debtor, to the terms of the DIP Orders, this Limited Waiver and Amendment has been duly executed and delivered by each Borrower and constitutes a legal, valid and binding obligation of such Borrower enforceable against each such Borrower in accordance with its terms, subject to (i) except in the case of each Borrower that is not a Debtor, the effects of bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance or other similar laws affecting creditors’ rights generally, (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and (iii) implied covenants of good faith and fair dealing.
(d) Subject to the terms of the DIP Orders, no action, consent or approval of, registration or filing with or any other action by any Governmental Authority is or will be required in connection with this Limited Waiver and Amendment except for (a) such consents, authorizations, filings or other actions that (i) have been made or obtained and are in full force and effect, (ii) notices required under the Mining Permits and Environmental Permits regarding a change in control solely to the extent required for the exercise of remedies in respect of the Liens created hereunder, which will be given to the applicable Governmental Authority on or prior to the date by which such notices are due or (iii) are listed on Schedule 3.04 of the Existing Credit Agreement and (b) such actions, consents and approvals the failure to be obtained or made which would not reasonably be expected to have a Material Adverse Effect.
4. Conditions to Effectiveness. The date on which the Administrative Agent shall have received counterparts to this Limited Waiver and Amendment executed by the Administrative Agent, the Collateral Agent, each Borrower and Lenders which collectively constitute the Required Lenders as of the date of this Limited Waiver and Amendment shall be referred to as the “Limited Waiver and Amendment Effective Date”.
5. Ratification. Subject to the limited waiver of the Specified Default and the amendment set forth in Section 2, the Existing Credit Agreement and each of the other Loan Documents remain in full force and effect and are hereby ratified and affirmed as of the Limited Waiver and Amendment Effective Date. Each Borrower expressly confirms that, with effect from (and including) the Limited Waiver and Amendment Effective Date, the Security Documents shall apply and extend to the liabilities and obligations of each relevant Borrower under the Amended Credit Agreement and the other Loan Documents.
6. Miscellaneous. This Limited Waiver and Amendment shall be limited precisely as written and, except as expressly provided herein, shall not be deemed (a) to be a consent granted pursuant to, or a waiver or modification of, any term or condition of the Existing Credit Agreement, any other Loan Documents or any of the instruments or agreements referred to therein or (b) to prejudice any right or rights which the Agents or the other Secured Parties may now have or have in the future under or in connection with the Existing Credit Agreement, the other Loan Documents or any of the instruments or agreements referred to therein. Unless the context indicates otherwise, on and after the Amendment Effective Date, whenever the Existing Credit Agreement is referred to in the Amended Credit Agreement or other Loan Documents or any of the instruments, agreements or other documents or papers executed or delivered in connection therewith, such reference shall be deemed to mean the Amended Credit Agreement. The Borrowers agree that their obligations set forth in Section 9.05 of the Amended Credit Agreement shall extend to the preparation, execution and delivery of this Limited Waiver and Amendment. This Limited Waiver and Amendment is hereby deemed to be a Loan Document for purposes of each Loan Document.
7. Counterparts. This Limited Waiver and Amendment may be executed in two or more counterparts, each of which shall constitute an original but all of which, when taken together, shall constitute but one contract, and shall become effective as provided in Section 10.03 of the Existing Credit Agreement. Delivery of an executed counterpart to this Limited Waiver and Amendment by facsimile or electronic transmission shall be as effective as delivery of a manually signed original.
8. Governing Law. THIS LIMITED WAIVER AND AMENDMENT AND ALL ACTIONS ARISING UNDER THIS LIMITED WAIVER AND AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK AND (TO THE EXTENT APPLICABLE) THE BANKRUPTCY CODE.
9. Entire Agreement. This Limited Waiver and Amendment constitutes the entire contract between the parties relative to the subject matter hereof. Any previous agreement among or representations from the parties or their Affiliates with respect to the subject matter hereof is superseded by this Limited Waiver and Amendment. Nothing in this Limited Waiver and Amendment, expressed or implied, is intended to confer upon any party other than the parties hereto and thereto any rights, remedies, obligations or liabilities under or by reason of this Limited Waiver and Amendment. To the extent that any provision herein is inconsistent with any term of the DIP Orders, the DIP Orders shall control.
10. Severability. In the event any one or more of the provisions contained in this Limited Waiver and Amendment should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and therein shall not in any way be affected or impaired thereby. The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.
11. Waiver of Jury Trial; Jurisdiction. The provisions of Sections 10.11 and 10.15 of the Existing Credit Agreement shall apply to this Limited Waiver and Amendment, mutatis mutandis.
[SIGNATURE PAGES FOLLOW]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the day and year first above written.
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CLOUD PEAK ENERGY INC., |
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CLOUD PEAK ENERGY RESOURCES LLC |
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CABALLO ROJO HOLDINGS LLC, |
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CORDERO MINING HOLDINGS LLC, |
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CLOUD PEAK ENERGY SERVICES COMPANY, |
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NERCO LLC, |
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CLOUD PEAK ENERGY FINANCE CORP., |
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CABALLO ROJO LLC, |
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CORDERO MINING LLC, |
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NERCO COAL LLC, |
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CORDERO OIL AND GAS LLC, |
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CLOUD PEAK ENERGY LOGISTICS LLC, |
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BIG METAL COAL CO. LLC, |
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ANTELOPE COAL LLC, |
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KENNECOTT COAL SALES LLC, |
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PROSPECT LAND AND DEVELOPMENT LLC, |
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SPRING CREEK COAL LLC, |
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SEQUATCHIE VALLEY COAL CORPORATION, |
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CLOUD PEAK ENERGY LOGISTICS I LLC, |
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ARROWHEAD I LLC, |
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WESTERN MINERALS LLC, |
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RESOURCE DEVELOPMENT LLC, |
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NERCO COAL SALES LLC, |
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ARROWHEAD II LLC, |
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ARROWHEAD III LLC, |
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YOUNGS CREEK HOLDINGS I LLC,
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By: |
/s/ Bryan Pechersky |
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Name: |
Bryan Pechersky |
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Title: |
Executive Vice President, General Counsel and Corporate Secretary |
[Signature Page to Limited Waiver and Amendment]
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ANKURA TRUST COMPANY, LLC, as Administrative Agent and Collateral Agent |
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By: |
/s/ Michael J. Fey |
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Name: |
Michael J. Fey |
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Title: |
Managing Director |
[Signature Page to Limited Waiver]
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Arena Short Duration High Yield Fund, L.P., Series A, as Lender |
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By: ARENA CAPITAL ADVISORS, LLC
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By: |
/s/ Sanije Perrett |
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Name: |
Sanije Perrett |
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Title: |
President |
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Arena Short Duration High Yield Fund, L.P., Series B, as Lender |
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By: ARENA CAPITAL ADVISORS, LLC
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By: |
/s/ Sanije Perrett |
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Name: |
Sanije Perrett |
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Title: |
President |
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Arena Short Duration High Yield Fund, L.P., Series C, as Lender |
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By: ARENA CAPITAL ADVISORS, LLC
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By: |
/s/ Sanije Perrett |
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Name: |
Sanije Perrett |
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Title: |
President |
[Signature Page to Limited Waiver]
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Arena Short Duration High Yield Fund, L.P., Series D, as Lender |
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By: ARENA CAPITAL ADVISORS, LLC
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By: |
/s/ Sanije Perrett |
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Name: |
Sanije Perrett |
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Title: |
President |
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Arena VII, LLC, as Lender |
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By: ARENA CAPITAL ADVISORS, LLC
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By: |
/s/ Sanije Perrett |
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Name: |
Sanije Perrett |
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Title: |
President |
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INKA for the account of beTurn, |
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By: ARENA CAPITAL ADVISORS, LLC
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By: |
/s/ Sanije Perrett |
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Name: |
Sanije Perrett |
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Title: |
President |
[Signature Page to Limited Waiver]
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TDC, National Assurance Company |
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By: ARENA CAPITAL ADVISORS, LLC
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By: |
/s/ Sanije Perrett |
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Name: |
Sanije Perrett |
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Title: |
President |
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The Doctor’s Company, an Interinsurance Exchange |
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By: ARENA CAPITAL ADVISORS, LLC
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By: |
/s/ Sanije Perrett |
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Name: |
Sanije Perrett |
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Title: |
President |
[Signature Page to Limited Waiver]
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GRACE BROTHERS, LP, as Lender |
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By: BRO-GP, its General Partner |
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By: |
/s/ Bradford T. Whitmore |
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Name: |
Bradford T. Whitmore |
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Title: |
Manager |
[Signature Page to Limited Waiver]
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TIAA Global Public Investments, LLC - Series Loan, as Lender |
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By: Teachers Advisors, LLC, its investment manager |
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By: |
/s/ Ji Min Shin |
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Name: |
Ji Min Shin |
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Title: |
Senior Director |
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TIAA Global Public Investments, LLC — Series High Yield, as Lender |
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By: Teachers Advisors, LLC, its investment manager |
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By: |
/s/ Ji Min Shin |
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Name: |
Ji Min Shin |
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Title: |
Senior Director |
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TIAA-CREF High Yield Fund, as Lender |
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By: Teachers Advisors, LLC, its investment manager |
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By: |
/s/ Ji Min Shin |
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Name: |
Ji Min Shin |
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Title: |
Senior Director |
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TIAA-CREF Bond Plus Fund, as Lender |
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By: Teachers Advisors, LLC, its investment manager |
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By: |
/s/ Ji Min Shin |
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Name: |
Ji Min Shin |
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Title: |
Senior Director |
[Signature Page to Limited Waiver]
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Teachers Insurance and Annuity Association of America, as Lender |
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By: Nuveen Alternatives Advisors LLC, its investment manager |
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By: |
/s/ Ji Min Shin |
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Name: |
Ji Min Shin |
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Title: |
Senior Director |
[Signature Page to Limited Waiver]
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American Century U.S. High Yield Corporate Bond Collective Fund, as Lender |
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By: Nomura Corporate Research and Asset Management, Inc., its investment manager |
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By: |
/s/ Stephen Kotsen |
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Name: |
Stephen Kotsen |
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Title: |
Managing Director |
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Illinois State Board of Investment, as Lender |
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By: Nomura Corporate Research and Asset Management, Inc., its investment manager |
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By: |
/s/ Stephen Kotsen |
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Name: |
Stephen Kotsen |
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Title: |
Managing Director |
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American Century Investment Trust — High Income Fund, as Lender |
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By: Nomura Corporate Research and Asset Management, Inc., its investment manager |
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By: |
/s/ Stephen Kotsen |
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Name: |
Stephen Kotsen |
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Title: |
Managing Director |
[Signature Page to Limited Waiver]
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Nomura Bond & Loan Fund, as Lender |
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By: Nomura Corporate Research and Asset Management, Inc., its investment manager |
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By: |
/s/ Stephen Kotsen |
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Name: |
Stephen Kotsen |
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Title: |
Managing Director |
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Louisiana State Employees’ Retirement System, as Lender |
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By: Nomura Corporate Research and Asset Management, Inc., its investment manager |
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By: |
/s/ Stephen Kotsen |
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Name: |
Stephen Kotsen |
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Title: |
Managing Director |
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Stichting Pensioenfonds Hoogovens, as Lender |
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By: Nomura Corporate Research and Asset Management, Inc., its investment manager |
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By: |
/s/ Stephen Kotsen |
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Name: |
Stephen Kotsen |
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Title: |
Managing Director |
[Signature Page to Limited Waiver]
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Mars Associates Retirement Plan, as Lender |
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By: Nomura Corporate Research and Asset Management, Inc., its investment manager |
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By: |
/s/ Stephen Kotsen |
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Name: |
Stephen Kotsen |
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Title: |
Managing Director |
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Stichting Mars Pensioenfonds, as Lender |
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By: Nomura Corporate Research and Asset Management, Inc., its investment manager |
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By: |
/s/ Stephen Kotsen |
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Name: |
Stephen Kotsen |
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Title: |
Managing Director |
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Montgomery County Consolidated Retiree Health Benefits Trust, as Lender |
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By: Nomura Corporate Research and Asset Management, Inc., its investment manager |
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By: |
/s/ Stephen Kotsen |
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Name: |
Stephen Kotsen |
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Title: |
Managing Director |
[Signature Page to Limited Waiver]
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Montgomery County Employees’ Retirement System, as Lender |
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By: Nomura Corporate Research and Asset Management, Inc., its investment manager |
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By: |
/s/ Stephen Kotsen |
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Name: |
Stephen Kotsen |
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Title: |
Managing Director |
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Nomura US Attractive Yield Corporate Bond Fund Mother Fund, as Lender |
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By: Nomura Corporate Research and Asset Management, Inc., its investment manager |
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By: |
/s/ Stephen Kotsen |
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Name: |
Stephen Kotsen |
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Title: |
Managing Director |
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L-3 Communications Corporation Master Trust, as Lender |
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By: Nomura Corporate Research and Asset Management, Inc., its investment manager |
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By: |
/s/ Stephen Kotsen |
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Name: |
Stephen Kotsen |
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Title: |
Managing Director |
[Signature Page to Limited Waiver]
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Northern Multi-Manager High Yield Opportunity Fund, as Lender |
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By: Nomura Corporate Research and Asset Management, Inc., its investment manager |
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By: |
/s/ Stephen Kotsen |
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Name: |
Stephen Kotsen |
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Title: |
Managing Director |
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General Organization for Social Insurance, as Lender |
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By: Nomura Corporate Research and Asset Management, Inc., its investment manager |
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By: |
/s/ Stephen Kotsen |
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Name: |
Stephen Kotsen |
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Title: |
Managing Director |
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PensionDanmark
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By: Nomura Corporate Research and Asset Management, Inc., its investment manager |
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By: |
/s/ Stephen Kotsen |
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Name: |
Stephen Kotsen |
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Title: |
Managing Director |
[Signature Page to Limited Waiver]
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PACE High Yield Investments, as Lender |
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By: Nomura Corporate Research and Asset Management, Inc., its investment manager |
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By: |
/s/ Stephen Kotsen |
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Name: |
Stephen Kotsen |
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Title: |
Managing Director |
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Government of Guam Retirement Fund, as Lender |
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By: Nomura Corporate Research and Asset Management, Inc., its investment manager |
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By: |
/s/ Stephen Kotsen |
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Name: |
Stephen Kotsen |
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Title: |
Managing Director |
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Ohio Public Employees Retirement System, as Lender |
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By: Nomura Corporate Research and Asset Management, Inc., its investment manager |
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By: |
/s/ Stephen Kotsen |
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Name: |
Stephen Kotsen |
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Title: |
Managing Director |
[Signature Page to Limited Waiver]
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Pinnacol Assurance, as Lender |
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By: Nomura Corporate Research and Asset Management, Inc., its investment manager |
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By: |
/s/ Stephen Kotsen |
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Name: |
Stephen Kotsen |
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Title: |
Managing Director |
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Nomura Funds Ireland plc — Global High Yield Bond Fund, as Lender |
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By: Nomura Corporate Research and Asset Management, Inc., its investment manager |
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By: |
/s/ Stephen Kotsen |
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Name: |
Stephen Kotsen |
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Title: |
Managing Director |
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Kapitalforeningen MP Invest High yield obligationer V, as Lender |
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By: Nomura Corporate Research and Asset Management, Inc., its investment manager |
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By: |
/s/ Stephen Kotsen |
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Name: |
Stephen Kotsen |
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Title: |
Managing Director |
[Signature Page to Limited Waiver]
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The State of Connecticut Acting Through Its treasurer, as Lender |
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By: Nomura Corporate Research and Asset Management, Inc., its investment manager |
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By: |
/s/ Stephen Kotsen |
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Name: |
Stephen Kotsen |
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Title: |
Managing Director |
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Blue Cross and Blue Shield Association National Retirement Trust, as Lender |
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By: Nomura Corporate Research and Asset Management, Inc., its investment manager |
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By: |
/s/ Stephen Kotsen |
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Name: |
Stephen Kotsen |
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Title: |
Managing Director |
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American Century Investment Trust - NT High Income Fund, as Lender |
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By: Nomura Corporate Research and Asset Management, Inc., its investment manager |
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By: |
/s/ Stephen Kotsen |
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Name: |
Stephen Kotsen |
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Title: |
Managing Director |
[Signature Page to Limited Waiver]
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Stichting Pensioenfonds TNO, as Lender |
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By: Nomura Corporate Research and Asset Management, Inc., its investment manager |
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By: |
/s/ Stephen Kotsen |
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Name: |
Stephen Kotsen |
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Title: |
Managing Director |
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Delta Master Trust, as Lender |
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By: Nomura Corporate Research and Asset Management, Inc., its investment manager |
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By: |
/s/ Stephen Kotsen |
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Name: |
Stephen Kotsen |
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Title: |
Managing Director |
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Commonwealth of Massachusetts Employees Deferred Compensation Plan, as Lender |
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By: Nomura Corporate Research and Asset Management, Inc., its investment manager |
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By: |
/s/ Stephen Kotsen |
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Name: |
Stephen Kotsen |
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Title: |
Managing Director |
[Signature Page to Limited Waiver]
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National Railroad Retirement Investment Trust, as Lender |
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By: Nomura Corporate Research and Asset Management, Inc., its investment manager |
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By: |
/s/ Stephen Kotsen |
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Name: |
Stephen Kotsen |
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Title: |
Managing Director |
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Delta Pilots Disability and Survivorship Trust, as Lender |
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By: Nomura Corporate Research and Asset Management, Inc., its investment manager |
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By: |
/s/ Stephen Kotsen |
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Name: |
Stephen Kotsen |
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Title: |
Managing Director |
[Signature Page to Limited Waiver]
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WEXFORD CATALYST INVESTORS LLC |
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By: |
/s/ George C. Landrove Jr. |
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Name: |
George C. Landrove Jr. |
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Title: |
Vice President and Treasurer |
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WEXFORD SPECTRUM INVESTORS LLC |
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By: |
/s/ George C. Landrove Jr. |
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Name: |
George C. Landrove Jr. |
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Title: |
Vice President and Treasurer |
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DEBELLO INVESTORS LLC |
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By: |
/s/ George C. Landrove Jr. |
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Name: |
George C. Landrove Jr. |
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Title: |
Vice President and Treasurer |
[Signature Page to Limited Waiver]
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WOLVERINE FLAGSHIP FUND TRADING LIMITED, as Lender |
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By: Wolverine Asset Management, LLC, its investment manager |
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By: |
/s/ Niraj Patel |
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Name: |
Niraj Patel |
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Title: |
Chief Legal Officer |
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[Signature Page to Limited Waiver]