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): November 23, 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 |
As previously disclosed, on April 13, 2016 (the “Petition Date”), Peabody Energy Corporation, a Delaware corporation (the “Company”) and a majority of the Company’s wholly owned domestic subsidiaries, as well as one international subsidiary in Gibraltar (collectively with the Company, the “Debtors”), filed voluntary petitions 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”). The Debtors’ Chapter 11 cases (collectively, the “Chapter 11 Cases”) are being jointly administered under the caption In re Peabody Energy Corporation, et al., Case No. 16-42529.
On November 23, 2016, the Bankruptcy Court approved a stipulation filed by the Company (Docket No. 1662) relating to an amendment to the Company’s Superpriority Secured Debtor-In-Possession Credit Agreement (as amended from time to time, the “DIP Credit Agreement”). While the DIP Credit Agreement contains certain milestone events relating to the Chapter 11 Cases, the amendment to the DIP Credit Agreement approved by the Bankruptcy Court (the “DIP Amendment”) removes any deadline by which the Bankruptcy Court must enter an order determining the CNTA Issues (as defined in the DIP Credit Agreement prior to giving effect to the DIP Amendment).
The foregoing description of the DIP Amendment is qualified in its entirety by reference to Amendment No. 5 to Superpriority Secured Debtor-In-Possession Credit Agreement, by and among the Company, Peabody Global Funding, LLC and certain Debtors parties thereto as guarantors, the lenders party thereto and Citibank, N.A., as administrative agent, which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits |
| (d) | Exhibits. |
| Exhibit |
Description | |
| 10.1 | Amendment No. 5 to Superpriority Secured Debtor-In-Possession Credit Agreement, by and among Peabody Energy Corporation, Peabody Global Funding, LLC (f/k/a Global Center for Energy and Human Development, LLC) and certain Debtors parties thereto as guarantors, the lenders party thereto and Citibank, N.A., as administrative agent. | |
2
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 | ||||||
| November 23, 2016 | By: | /s/ A. Verona Dorch | ||||
| Name: | A. Verona Dorch | |||||
| Title: | Chief Legal Officer | |||||
3
EXHIBIT INDEX
| Exhibit |
Description | |
| 10.1 | Amendment No. 5 to Superpriority Secured Debtor-In-Possession Credit Agreement, by and among Peabody Energy Corporation, Peabody Global Funding, LLC (f/k/a Global Center for Energy and Human Development, LLC) and certain Debtors parties thereto as guarantors, the lenders party thereto and Citibank, N.A., as administrative agent. | |
Exhibit 10.1
EXECUTION VERSION
AMENDMENT NO. 5 TO SUPERPRIORITY SECURED DEBTOR-IN-POSSESSION CREDIT AGREEMENT
AMENDMENT NO. 5, dated as of November 22, 2016 (this “Amendment”), in connection with 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, by Amendment No. 2 dated as of May 18, 2016, by Amendment No. 3 dated as of July 19, 2016 and by Amendment No. 4 dated as of October 11, 2016 (the “Existing Credit Agreement” and, as amended hereby, 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 L/C ISSUER 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 the 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:
(i) by deleting in their entirety the definitions of each of the terms “CNTA Dispute”, “CNTA Order Date”, “Principal Properties” and “Principal Property Cap”; and
(ii) by amending and restating the definition of the term “Tranche Voting Matter” in its entirety to read as follows:
“Tranche Voting Matter” means any amendment, modification or waiver of any Loan Document that would (i) change any provision relating to expense reimbursement in respect of the Specified Lenders (as provided hereunder), (ii) expressly affect the Specified Lenders (in their capacity as Lenders) directly, materially, adversely and disproportionately in relation to the other Lenders that are not Specified Lenders, (iii) amend, modify or waive the last sentence of Section 2.03(a)(i), but only to the extent such amendment, modification or waiver is for the purpose of consenting to the issuance of Letters of Credit to backstop or replace Pre-Petition Letters of Credit in an amount greater than $20,000,000 (in the aggregate) or (iv) amend the definition of “Tranche Voting Matter”.
(b) Section 6.19(c) of the Existing Credit Agreement is hereby amended and restated in its entirety to read as follows:
(c) [Reserved].
(c) Section 6.19(d) of the Existing Credit Agreement is hereby amended by deleting the words “the date that is the later of (i) thirty (30) days following the CNTA Order Date and (ii)”.
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, the Required Lenders and the Agent 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/ Walter L. Hawkins Jr. | |||
| Name: Walter L. Hawking Jr. | ||||
| Title: Senior Vice President Finance | ||||
[Signature Page to Amendment No. 5]
GUARANTORS:
AMERICAN LAND HOLDINGS OF NEW MEXICO, LLC
COLORADO YAMPA COAL COMPANY, LLC
EL SEGUNDO COAL COMPANY, LLC
FOUR STAR HOLDINGS, LLC
GALLO FINANCE COMPANY, LLC
HAYDEN GULCH TERMINAL, LLC
JUNIPER COAL COMPANY, LLC
MOFFAT COUNTY MINING, LLC
NEW MEXICO COAL RESOURCES, LLC
NM EQUIPMENT COMPANY, LLC
PEABODY AMERICA, LLC
PEABODY COLORADO OPERATIONS, LLC
PEABODY COLORADO SERVICES, LLC
PEABODY NATURAL RESOURCES COMPANY
PEABODY NEW MEXICO SERVICES, LLC
PEABODY ROCKY MOUNTAIN MANAGEMENT SERVICES, LLC
PEABODY ROCKY MOUNTAIN SERVICES, LLC
PEABODY SOUTHWESTERN COAL COMPANY, LLC
PEABODY WILLIAMS FORK MINING, LLC
SENECA PROPERTY, LLC
SOUTHWEST COAL HOLDINGS, LLC
TWENTYMILE COAL, LLC
TWENTYMILE EQUIPMENT COMPANY, LLC
TWENTYMILE HOLDINGS, LLC
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 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
[Signature Page to Amendment No. 5]
CENTRAL STATES COAL RESERVES OF INDIANA, LLC
CENTURY MINERAL RESOURCES, INC.
COAL RESERVE HOLDING LIMITED LIABILITY COMPANY NO. 1
COALSALES II, 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
EMPIRE LAND HOLDINGS, LLC
FALCON COAL COMPANY, LLC
FRANCISCO EQUIPMENT COMPANY, LLC
FRANCISCO LAND HOLDINGS COMPANY, LLC
FRANCISCO MINING, LLC
GOLD FIELDS CHILE, LLC
GOLD FIELDS MINING, LLC
GOLD FIELDS ORTIZ, 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
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
MUSTANG ENERGY COMPANY, L.L.C.
PACIFIC EXPORT RESOURCES, 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
[Signature Page to Amendment No. 5]
PEABODY CARDINAL GASIFICATION, LLC
PEABODY CHINA, LLC
PEABODY COALSALES, LLC
PEABODY COALTRADE, LLC
PEABODY COALTRADE INTERNATIONAL (CTI), 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 GLOBAL FUNDING, 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 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 SCHOOL CREEK MINING, LLC
PEABODY SERVICES HOLDINGS, LLC
PEABODY SOUTHWEST, 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
[Signature Page to Amendment No. 5]
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
SHOSHONE COAL CORPORATION
STAR LAKE ENERGY COMPANY, L.L.C.
SUGAR CAMP PROPERTIES, LLC
THOROUGHBRED GENERATING COMPANY, LLC
THOROUGHBRED MINING COMPANY, L.L.C.
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. 5]
| BIG SKY COAL COMPANY, as a Guarantor | ||
| By: | /s/ Michael J. Jasutis | |
| Name: Michael J. Jasutis | ||
| Title: Treasurer | ||
[Signature Page to Amendment No. 5]
| PEABODY SAGE CREEK MINING, LLC, as a Guarantor | ||
| By: | /s/ Eric J. Baltz | |
| Name: Eric J. Baltz | ||
| Title: Treasurer | ||
[Signature Page to Amendment No. 5]
| PEABODY TWENTYMILE MINING, LLC, as a Guarantor | ||
| By: | /s/ John R. Schwartze | |
| Name: John R. Schwartze | ||
| Title: Treasurer | ||
[Signature Page to Amendment No. 5]
| PEABODY WESTERN COAL COMPANY, as a Guarantor | ||
| By: | /s/ Douglas D. Loucks | |
| Name: Douglas D. Loucks | ||
| Title: Treasurer | ||
[Signature Page to Amendment No. 5]
| SAGE CREEK HOLDINGS, LLC, as a Guarantor | ||
| By: | /s/ Mark A. Scimio | |
| Name: Mark A. Scimio | ||
| Title: President | ||
[Signature Page to Amendment No. 5]
| SENECA COAL COMPANY, LLC, as a Guarantor | ||
| By: | /s/ Kurt A. Jones | |
| Name: Kurt A. Jones | ||
| Title: Treasurer | ||
[Signature Page to Amendment No. 5]
| CITIBANK, N.A., as Administrative Agent | ||||
| By: | /s/ Allister Chan | |||
| Name: Allister Chan | ||||
| Title: Vice President | ||||
[Signature Page to Amendment No. 5]
| APOLLO TR ENHANCED LEVERED YIELD LLC, as a Lender | ||
| By: | Apollo Total Return Enhanced | |
| Management LLC, its investment manager | ||
| By: | /s/ Joseph D. Glatt | |
| Name: Joseph D. Glatt | ||
| Title: Vice President | ||
| IVY APOLLO MULTI-ASSET | ||
| INCOME FUND as a Lender | ||
| By: | Apollo Credit Management, LLC, | |
| its investment manager | ||
| By: | /s/ Joseph D. Glatt | |
| Name: Joseph D. Glatt | ||
| Title: Vice President | ||
| IVY APOLLO STRATEGIC INCOME | ||
| FUND as a Lender | ||
| By: | Apollo Credit Management, LLC, | |
| its investment manager | ||
| By: | /s/ Joseph D. Glatt | |
| Name: Joseph D. Glatt | ||
| Title: Vice President | ||
[Signature Page to Amendment No. 5]
| APOLLO FRANKLIN | ||
| PARTNERSHIP, L.P., as a Lender | ||
| By: | Apollo Franklin Management, LLC, | |
| its investment manager | ||
| By: | /s/ Joseph D. Glatt | |
| Name: Joseph D. Glatt | ||
| Title: Vice President | ||
| APOLLO UNION STREET | ||
| PARTNERS, L.P., as a Lender | ||
| By: | Apollo Union Street Management, | |
| LLC, its investment manager | ||
| By: | /s/ Joseph D. Glatt | |
| Name: Joseph D. Glatt | ||
| Title: Vice President | ||
| APOLLO LINCOLN PRIVATE CREDIT FUND, L.P., as a Lender | ||
| By: | Apollo Lincoln Private Credit | |
| Management, LLC, its investment manager | ||
| By: | /s/ Joseph D. Glatt | |
| Name: Joseph D. Glatt | ||
| Title: Vice President | ||
[Signature Page to Amendment No. 5]
| APOLLO THUNDER PARTNERS, | ||
| L.P., as a Lender | ||
| By: | Apollo Thunder Management, LLC, | |
| its investment manager | ||
| By: | /s/ Joseph D. Glatt | |
| Name: Joseph D. Glatt | ||
| Title: Vice President | ||
| APOLLO A-N CREDIT FUND | ||
| (DELAWARE), L.P., | ||
| as a Lender | ||
| By: | Apollo A-N Credit Management, | |
| LLC, its investment manager | ||
| By: | /s/ Joseph D. Glatt | |
| Name: Joseph D. Glatt | ||
| Title: Vice President | ||
| AESI (HOLDINGS) II, L.P., as a Lender | ||
| By: | Apollo European Strategic | |
| Management, L.P. its investment manager | ||
| By: | Apollo European Strategic | |
| Management GP, LLC, its general partner | ||
| By: | /s/ Joseph D. Glatt | |
| Name: Joseph D. Glatt | ||
| Title: Vice President | ||
[Signature Page to Amendment No. 5]
| APOLLO HERCULES PARTNERS, | ||
| L.P., as a Lender | ||
| By: | Apollo Hercules Management, LLC, | |
| its investment manager | ||
| By: | /s/ Joseph D. Glatt | |
| Name: Joseph D. Glatt | ||
| Title: Vice President | ||
| APOLLO MOULTRIE CREDIT | ||
| FUND, L.P., as a Lender | ||
| By: | Apollo Moultrie Credit Fund | |
| Management, LLC, its investment manager | ||
| By: | /s/ Joseph D. Glatt | |
| Name: Joseph D. Glatt | ||
| Title: Vice President | ||
| APOLLO ZEUS STRATEGIC | ||
| INVESTMENTS, L.P., as a Lender | ||
| By: | Apollo Zeus Strategic Management, | |
| LLC, its investment manager | ||
| By: | /s/ Joseph D. Glatt | |
| Name: Joseph D. Glatt | ||
| Title: Vice President | ||
[Signature Page to Amendment No. 5]
| APOLLO CREDIT STRATEGIES | ||
| MASTER FUND LTD., as a Lender | ||
| By: | Apollo ST Fund Management LLC, | |
| its investment manager | ||
| By: | /s/ Joseph D. Glatt | |
| Name: Joseph D. Glatt | ||
| Title: Vice President | ||
| APOLLO TACTICAL VALUE SPN | ||
| INVESTMENTS, L.P., as a Lender | ||
| By: | Apollo Tactical Value SPN | |
| Management, LLC, its investment manager | ||
| By: | /s/ Joseph D. Glatt | |
| Name: Joseph D. Glatt | ||
| Title: Vice President | ||
| APOLLO CREDIT MASTER FUND | ||
| LTD. as a Lender | ||
| By: | Apollo ST Fund Management, LLC, | |
| its investment manager | ||
| By: | /s/ Joseph D. Glatt | |
| Name: Joseph D. Glatt | ||
| Title: Vice President | ||
[Signature Page to Amendment No. 5]
| APOLLO TR OPPORTUNISTIC LTD, | ||
| as a Lender | ||
| By: | Apollo Total Return Enhanced | |
| Management LLC, its investment manager | ||
| By: | /s/ Joseph D. Glatt | |
| Name: Joseph D. Glatt | ||
| Title: Vice President | ||
| By: | Apollo Total Return Management LLC, | |
| Management LLC, its investment manager | ||
| By: | /s/ Joseph D. Glatt | |
| Name: Joseph D. Glatt | ||
| Title: Vice President | ||
[Signature Page to Amendment No. 5]
| APOLLO CREDIT OPPORTUNITY | ||
| TRADING FUND III, as a Lender | ||
| By: | Apollo Credit Opportunity Fund | |
| (Offshore) III LP, its general partner | ||
| By: | Apollo Credit Opportunity | |
| Management III LLC, its investment manager | ||
| By: | /s/ Joseph D. Glatt | |
| Name: Joseph D. Glatt | ||
| Title: Vice President | ||
| By: | Apollo Credit Opportunity Fund III | |
| LP, its general partner | ||
| By: | Apollo Credit Opportunity | |
| Management III LLC, its investment manager | ||
| By: | /s/ Joseph D. Glatt | |
| Name: Joseph D. Glatt | ||
| Title: Vice President | ||
[Signature Page to Amendment No. 5]
| 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. 5]
| 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. 5]
| CFPI LOANHALL LOAN | ||
| as a Lender | ||
| By: | /s/ Brian S. Broyles | |
| Name: | ||
| Title: Brian S. Broyles – Authorized Signatory | ||
[Signature Page to Amendment No. 5]
| ELLIOTT ASSOCIATES, L.P. | ||
| as a Lender | ||
| Elliott Associates, L.P. | ||
| By: | Elliott Capital Advisors, L.P., as general partner | |
| By: | Braxton Associates, Inc., as general partner | |
| By: | /s/ Elliot Greenberg | |
| By: | Elliot Greenberg, Vice President | |
| Name: | ||
| Title: | ||
If second signature required:
| [NAME OF LENDER], as a Lender | ||
| By: | ||
| Name: | ||
| Title: | ||
[Signature Page to Amendment No. 5]
| ELLIOTT INTERNATIONAL, L.P. | ||
| as a Lender | ||
| ELLIOTT INTERNATIONAL, L.P. | ||
| By: | Elliott International Capital Advisors Inc. | |
| as attorney-in-fact | ||
| By: | /s/ Elliot Greenberg | |
| By: | Elliot Greenberg, Vice President | |
| Name: | ||
| Title: | ||
If second signature required:
| [NAME OF LENDER], as a Lender | ||
| By: |
| |
| Name: | ||
| Title: | ||
[Signature Page to Amendment No. 5]
| ELLIOTT MANAGEMENT CORPORATION | ||
| as a Lender | ||
| By: | /s/ Elliot Greenberg | |
| By: | Elliot Greenberg, Vice President | |
| Name: | ||
| Title: | ||
If second signature required:
| [NAME OF LENDER], as a Lender | ||
| By: |
| |
| Name: | ||
| Title: | ||
[Signature Page to Amendment No. 5]
| ZIFF INVESTMENTS LIMITED | ||
| as a Lender | ||
| By: | /s/ Elliot Greenberg | |
| Name: Elliot Greenberg | ||
| Title: Vice President | ||
If second signature required:
| [NAME OF LENDER], as a Lender | ||
| By: |
| |
| Name: | ||
| Title: | ||
[Signature Page to Amendment No. 5]
| 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. 5]
| 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. 5]
| 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. 5]
| 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. 5]
| 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. 5]
| 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. 5]
| 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. 5]
| [NAME OF LENDER] Macquarie Bank, | ||||||
| as a Lender | ||||||
| By: | /s/ Donald Carrillo | |||||
| Name: Donald Carrillo | ||||||
| Title: Division Director | ||||||
| If second signature required: | ||||||
| [NAME OF LENDER] Macquarie Bank, as a Lender | ||||||
| By: | /s/ Jennifer Coyle | |||||
| Name: Jennifer Coyle | ||||||
| Title: Division Director | ||||||
[Signature Page to Amendment No. 5]
| Mason Capital LP | ||||||
| as a Lender | ||||||
| By: | /s/ John C. Grizzetti | |||||
| Name: John C. Grizzetti | ||||||
| Title: Chief Operating Officer | ||||||
| If second signature required: | ||||||
| [NAME OF LENDER], as a Lender | ||||||
| By: |
| |||||
| Name: | ||||||
| Title: | ||||||
[Signature Page to Amendment No. 5]
| Mason Capital Master Fund LP | ||||||
| as a Lender | ||||||
| By: | /s/ John C. Grizzetti | |||||
| Name: John C. Grizzetti | ||||||
| Title: Chief Operating Officer | ||||||
| If second signature required: | ||||||
| [NAME OF LENDER], as a Lender | ||||||
| By: |
| |||||
| Name: | ||||||
| Title: | ||||||
[Signature Page to Amendment No. 5]
| MIDTOWN ACQUISITIONS L.P. | ||
| By: | Midtown Acquisitions GP LLC | |
| as a Lender | ||
| By: | /s/ Morgan Blackwell | |
| Name: Morgan Blackwell | ||
| Title: Authorized Signatory | ||
[Signature Page to Amendment No. 5]
| Monarch Master Funding Ltd | ||
| By: Monarch Alternative Capital LP | ||
| Its: Advisor
as a Lender | ||
| By: | /s/ Patrick Bartels | |
| Name: Patrick Bartels | ||
| Title: Managing Principal | ||
[Signature Page to Amendment No. 5]
| Whitebox Asymmetric Partners, LP | ||
| as a Lender | ||
| By: | /s/ Mark Strefling | |
| Name: Mark Strefling | ||
| Title: Chief Operating Officer & General Counsel | ||
| Whitebox Relative Value Partners, LP as a Lender | ||
| By: | /s/ Mark Strefling | |
| Name: Mark Strefling | ||
| Title: Chief Operating Officer & General Counsel | ||
| Whitebox Credit Partners, LP as a Lender | ||
| By: | /s/ Mark Strefling | |
| Name: Mark Strefling | ||
| Title: Chief Operating Officer & General Counsel | ||
| Whitebox Special Opportunities Fund, | ||
| LP Series O as a Lender | ||
| By: | /s/ Mark Strefling | |
| Name: Mark Strefling | ||
| Title: Chief Operating Officer & General Counsel | ||
[Signature Page to Amendment No. 5]
| Whitebox KFA Advantage LLC | ||
| as a Lender | ||
| By: | /s/ Mark Strefling | |
| Name: Mark Strefling | ||
| Title: Chief Operating Officer & General Counsel | ||
| Whitebox Multi-Strategy Partners, LP as a Lender | ||
| By: | /s/ Mark Strefling | |
| Name: Mark Strefling | ||
| Title: Chief Operating Officer & General Counsel | ||
| Whitebox Institutional Partners, LP as a Lender | ||
| By: | /s/ Mark Strefling | |
| Name: Mark Strefling | ||
| Title: Chief Operating Officer & General Counsel | ||
| Pandora Select Partners, LP as a Lender | ||
| By: | /s/ Mark Strefling | |
| Name: Mark Strefling | ||
| Title: Chief Operating Officer & General Counsel | ||
[Signature Page to Amendment No. 5]