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-IN-

POSSESSION 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:  

  /s/ Allister Chan

  Name:  Allister Chan
  Title:    Vice President

 

[Signature Page to Amendment No. 1]

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:  

  /s/ Jennifer Coyles

  Name:  Jennifer Coyles
  Title:    Division Director

 

[Signature Page to Amendment No. 1]

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. 1]

San Bernardino 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. 1]

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. 1]

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. 1]

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. 1]

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. 1]

GoldenTree Insurance Fund Series

Interests of the SALI Multi-Series

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. 1]

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:  

  /s/ Michael J. Fey

  Name:  Michael J. Fey
  Title:    Director

 

[Signature Page to Amendment No. 1]

Name of Lender:

 

NewMark Capital Funding 2013-1 CLO, Ltd.

By: NewMark Capital LLC.,

        its Collateral Manager

By:  

  /s/ Mark Gold

  Name:  Mark Gold
  Title:    Ceo

 

[Signature Page to Amendment No. 1]

Name of Lender:

 

NewMark Capital Funding 2014-2 CLO, Ltd.

By: NewMark Capital LLC.,

        its Collateral Manager

By:  

  /s/ Mark Gold

  Name:  Mark Gold
  Title:    Ceo

 

[Signature Page to Amendment No. 1]

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:  

  /s/ Aleksandra Markovic

  Name:  Aleksandra Markovic
  Title:    Authorized Signatory

 

[Signature Page to Amendment No. 1]

AMERICAN HIGH-INCOME TRUST,

        as a Lender

 

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. 1]

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:  

  /s/ Kenneth R. Gorvetzian

  Name:  Kenneth R. Gorvetzian
  Title:    Authorized Signatory

 

[Signature Page to Amendment No. 1]

Aurelius Capital Master, Ltd.

 

By: Aurelius Capital Management, LP,

         solely as investment manager and not in its

         individual capacity

By:  

  /s/ Dan Gropper

  Name:  Dan Gropper
  Title:    Managing Director

 

[Signature Page to Amendment No. 1]

ACP Master, Ltd.

 

By: Aurelius Capital Management, LP,

         solely as investment manager and not in its

         individual capacity

By:  

  /s/ Dan Gropper

  Name:  Dan Gropper
  Title:    Managing Director

 

[Signature Page to Amendment No. 1]

MONARCH MASTER FUNDING LTD

 

By: Monarch Alternative Capital LP,

as investment manager

By:  

  /s/ Broger Schmitz

  Name:  Broger Schmitz
  Title:    Managing Principal

 

[Signature Page to Amendment No. 1]

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-IN-

POSSESSION 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:  

        /s/ Douglas D. Loucks

  Name: Douglas D. Loucks
  Title: Treasurer

 

[Signature Page to Amendment No. 2]

PEABODY SAGE CREEK MINING, LLC,

      as a Guarantor

By:  

        /s/ Eric J. Baltz

  Name: Eric J. Baltz
  Title: Treasurer

 

[Signature Page to Amendment No. 2]

PEABODY TWENTYMILE MINING, LLC,

      as a Guarantor

By:  

        /s/ John R. Schwartze

  Name: John R. Schwartze
  Title: Treasurer

 

[Signature Page to Amendment No. 2]

SENECA COAL COMPANY, LLC,

      as a Guarantor

By:  

        /s/ Kurt A. Jones

  Name: Kurt A. Jones
  Title: Treasurer

 

[Signature Page to Amendment No. 2]

SAGE CREEK HOLDINGS, LLC,

      as a Guarantor

By:  

        /s/ Mark A. Scimio

  Name: Mark A. Scimio
  Title: President

 

[Signature Page to Amendment No. 2]

BIG SKY COAL COMPANY,

      as a Guarantor

By:  

        /s/ Michael J. Jasutis

  Name: Michael J. Jasutis
  Title: Treasurer

 

[Signature Page to Amendment No. 2]

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 Multi-Series 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 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 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 sub-adviser

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 sub-adviser

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]