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): December 14, 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) |
Registrants 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 |
Background
As previously disclosed, on April 13, 2016 (the Petition Date), Peabody Energy Corporation, a Delaware corporation (the Company) and a majority of the Companys 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.
In addition, as previously disclosed, on May 18, 2016, the Bankruptcy Court entered an order (the DIP Final Order) approving that certain Superpriority Secured Debtor-in-Possession Credit Agreement (as amended from time to time, the DIP Credit Agreement), dated April 18, 2016, between the Company, as borrower, Citibank, N.A., as administrative agent and the lender parties thereto on a final basis.
Amendment to DIP Credit Agreement and DIP Final Order
On December 14, 2016, the Bankruptcy Court approved a stipulation (the Stipulation) filed by the Company relating to (i) an amendment to the DIP Credit Agreement (the DIP Amendment) and (ii) an amendment to the DIP Final Order. The DIP Amendment removes any deadline in the DIP Credit Agreement by which the Debtors must file with the Bankruptcy Court a plan of reorganization or disclosure statement with respect thereto. The Stipulation amends the Final DIP Order to extend the Adequate Protection Milestones (as defined in the DIP Final Order) related to the Debtors continued use of Cash Collateral (as defined in the DIP Final Order), including an extension of the date on which the Debtors must file a plan of reorganization and related disclosure statement to December 21, 2016. As a result, the Company is required to file with the Bankruptcy Court a plan of reorganization and disclosure statement with respect thereto by December 21, 2016.
The foregoing description of the DIP Amendment is qualified in its entirety by reference to Amendment No. 6 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 Number |
Description | |
10.1 | Amendment No. 6 to Superpriority Secured Debtor-In-Possession Credit Agreement, by and among Peabody Energy Corporation, Peabody Global Funding, LLC and certain Debtors parties thereto as guarantors, the lenders party thereto and Citibank, N.A., as administrative agent. |
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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 | ||||||
December 14, 2016 | By: | /s/ A. Verona Dorch | ||||
Name: A. Verona Dorch Title: Chief Legal Officer |
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EXHIBIT INDEX
Exhibit Number |
Description | |
10.1 | Amendment No. 6 to Superpriority Secured Debtor-In-Possession Credit Agreement, by and among Peabody Energy Corporation, Peabody Global Funding, 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. 6 AND CONSENT UNDER SUPERPRIORITY SECURED
DEBTOR-IN-POSSESSION CREDIT AGREEMENT
AMENDMENT NO. 6 AND CONSENT, dated as of December 13, 2016 (this Amendment and Consent), 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, by Amendment No. 4 and Consent dated as of October 11, 2016 and by Amendment No. 5 dated as of November 22, 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; and
WHEREAS, the Borrower and the Debtors (such term, along with each other capitalized term used in this paragraph, having the meaning assigned thereto in the Existing Credit Agreement) have filed with the Bankruptcy Court in connection with the Cases a motion dated December 2, 2016, with Docket No. 1685 (the DIP Repayment Motion), requesting among other things the entry of an order authorizing the early repayment in full of all Obligations (including the cash collateralization of Letters of Credit);
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 and Consent 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 and Consent becomes effective, similarly refer to the Credit Agreement as amended hereby.
SECTION 2. Amendment to the Existing Credit Agreement. Section 6.19(d) of the Existing Credit Agreement is hereby amended and restated in its entirety to read as follows:
(d) [Reserved].
SECTION 3. Consent under the Credit Agreement. Each Lender party hereto hereby consents and agrees that, notwithstanding anything in the Credit Agreement or any other Loan Document to the contrary, solely in connection with the repayment in full of all Obligations as described in the DIP Repayment Motion (and not in connection with any other repayment or prepayment), the deadline for receipt by the Administrative Agent of the prepayment notice described in Section 2.05(a)(i) of the Credit Agreement shall be 11:00 a.m., New York City time, on the date of such repayment.
SECTION 4. Governing Law. This Amendment and Consent 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 5. Counterparts. This Amendment and Consent 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 6. Loan Document. This Amendment and Consent shall constitute a Loan Document.
SECTION 7. Effectiveness. This Amendment and Consent shall become effective on the date (the Effective Date) on which the following conditions shall have been satisfied:
(a) The Administrative Agent shall have received from each of the Borrower, the Required Lenders and the Administrative Agent a counterpart hereof signed by such party or facsimile or other written confirmation (in form satisfactory to the Administrative Agent) that such party has signed a counterpart hereof; and
(b) the Borrower shall have paid, or caused to be paid, to the Administrative Agent, for the account of each Lender that shall have returned a signed counterpart hereof to the Administrative Agent by not later than 12:00 noon, New York City time, December 13, 2016, a fee in the amount of 0.10% of the principal amount of the Loans held by such Lender on the Effective Date, which fee shall be due and payable on, and subject to the occurrence of, the Effective Date.
[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. 6]
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.
[Signature Page to Amendment No. 6]
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
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.
[Signature Page to Amendment No. 6]
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
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
[Signature Page to Amendment No. 6]
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 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. 6]
BIG SKY COAL COMPANY, as a Guarantor | ||
By: | /s/ Michael J. Jasutis | |
Name: Michael J. Jasutis | ||
Title: Treasurer |
[Signature Page to Amendment No. 6]
PEABODY SAGE CREEK MINING, LLC, as a Guarantor | ||
By: | /s/ Eric J. Baltz | |
Name: Eric J. Baltz | ||
Title: Treasurer |
[Signature Page to Amendment No. 6]
PEABODY TWENTYMILE MINING, LLC, as a Guarantor | ||
By: | /s/ John R. Schwartze | |
Name: John R. Schwartze | ||
Title: Treasurer |
[Signature Page to Amendment No. 6]
PEABODY WESTERN COAL COMPANY, as a Guarantor | ||
By: | /s/ Douglas D. Loucks | |
Name: Douglas D. Loucks | ||
Title: Treasurer |
[Signature Page to Amendment No. 6]
SAGE CREEK HOLDINGS, LLC, as a Guarantor | ||
By: | /s/ Mark A. Scimio | |
Name: Mark A. Scimio | ||
Title: President |
[Signature Page to Amendment No. 6]
SENECA COAL COMPANY, LLC, as a Guarantor | ||
By: | /s/ Kurt A. Jones | |
Name: Kurt A. Jones | ||
Title: Treasurer |
[Signature Page to Amendment No. 6]
CITIBANK, N.A., as Administrative Agent | ||
By: | /s/ Allister Chan | |
Name: Allister Chan | ||
Title: Vice President |
[Signature Page to Amendment No. 6]
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 D. Glatt | |
Name: Joseph D. Glatt | ||
Title: Vice President |
[Signature Page to Amendment No. 6]
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 |
[Signature Page to Amendment No. 6]
APOLLO CREDIT MASTER FUND | ||
LTD. as a Lender | ||
By: | Apollo ST Fund Management, LLC, | |
as its Collateral Manager | ||
By: | /s/ Joseph D. Glatt | |
Name: Joseph D. Glatt | ||
Title: Vice President |
[Signature Page to Amendment No. 6]
Apollo Credit Opportunity Fund III, LP, 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 D. Glatt | |
Name: Joseph D. Glatt | ||
Title: Vice President |
[Signature Page to Amendment No. 6]
APOLLO CREDIT STRATEGIES | ||
MASTER FUND LTD., as a Lender | ||
By: | Apollo Fund Management LLC, | |
as its investment manager | ||
By: | /s/ Joseph D. Glatt | |
Name: Joseph D. Glatt | ||
Title: Vice President |
[Signature Page to Amendment No. 6]
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 D. Glatt | |
Name: Joseph D. Glatt | ||
Title: Vice President |
[Signature Page to Amendment No. 6]
APOLLO HERCULES PARTNERS, | ||
L.P., 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 |
[Signature Page to Amendment No. 6]
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. 6]
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 |
[Signature Page to Amendment No. 6]
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 D. Glatt | |
Name: Joseph D. Glatt | ||
Title: Vice President |
[Signature Page to Amendment No. 6]
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 |
[Signature Page to Amendment No. 6]
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 |
[Signature Page to Amendment No. 6]
APOLLO TR OPPORTUNISTIC LTD, as a Lender | ||
By: | Apollo Total Return Master Fund, L.P., | |
its member | ||
Apollo Total Return Advisors, L.P., | ||
its General Partner | ||
Apollo Total Return Advisors GP, LLC, | ||
its General Partner | ||
By: | /s/ Joseph D. Glatt | |
Name: Joseph D. Glatt | ||
Title: Vice President |
[Signature Page to Amendment No. 6]
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 |
[Signature Page to Amendment No. 6]
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 D. Glatt | |
Name: Joseph D. Glatt | ||
Title: Vice President |
[Signature Page to Amendment No. 6]
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 |
[Signature Page to Amendment No. 6]
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 |
[Signature Page to Amendment No. 6]
as a Lender | ||||||||
ARES XXIII CLO LTD.
BY: ARES CLO MANAGEMENT XXIII, L.P., ITS ASSET MANAGER
BY: ARES CLO GP XXIII, LLC, ITS GENERAL PARTNER |
ARES XXIV CLO LTD.
BY: ARES CLO MANAGEMENT XXIV, L.P., ITS ASSET MANAGER
BY: ARES CLO GP XXIV, LLC, ITS GENERAL PARTNER | |||||||
By: | /s/ Daniel Hayward |
By: | /s/ Daniel Hayward | |||||
Name: Daniel Hayward Title: Authorized Signatory |
Name: Daniel Hayward Title: Authorized Signatory | |||||||
ARES XXV CLO LTD.
BY: ARES CLO MANAGEMENT XXV, L.P., ITS ASSET MANAGER
BY: ARES CLO GP XXV, LLC, ITS GENERAL PARTNER |
ARES XXVI CLO LTD.
BY: ARES CLO MANAGEMENT XXVI, L.P., ITS COLLATERAL MANAGER
BY: ARES CLO GP XXVI, LLC, ITS GENERAL PARTNER | |||||||
By: | /s/ Daniel Hayward |
By: | /s/ Daniel Hayward | |||||
Name: Daniel Hayward Title: Authorized Signatory |
Name: Daniel Hayward Title: Authorized Signatory | |||||||
ARES XXVII CLO LTD.
BY: ARES CLO MANAGEMENT XXVII, L.P., ITS ASSET MANAGER
BY: ARES CLO GP XXVII, LLC, ITS GENERAL PARTNER |
ARES XXIX CLO LTD.
BY: ARES CLO MANAGEMENT XXIX, L.P., ITS ASSET MANAGER
BY: ARES CLO GP XXIX, LLC, ITS GENERAL PARTNER | |||||||
By: | /s/ Daniel Hayward |
By: | /s/ Daniel Hayward | |||||
Name: Daniel Hayward Title: Authorized Signatory |
Name: Daniel Hayward Title: Authorized Signatory |
[Signature Page to Amendment No. 6]
[Signature Page to Amendment No. 6]
ARES INSTITUTIONAL LOAN FUND B.V.
BY: ARES MANAGEMENT UK LIMITED, AS MANAGER |
SEI INSTITUTIONAL INVESTMENTS TRUST OPPORTUNISTIC INCOME FUND
BY: ARES MANAGEMENT LLC, AS SUB-ADVISOR | |||||||
By: | /s/ Daniel Hayward |
By: | /s/ Daniel Hayward | |||||
Name: Daniel Hayward Title: Authorized Signatory |
Name: Daniel Hayward Title: Authorized Signatory | |||||||
SEI INSTITUTIONAL MANAGED TRUST ENHANCED INCOME FUND
BY: ARES MANAGEMENT LLC, AS SUB-ADVISER |
||||||||
By: | /s/ Daniel Hayward |
|||||||
Name: Daniel Hayward Title: Authorized Signatory |
[Signature Page to Amendment No. 6]
AURELIUS CAPITAL MASTER, LTD., as a Lender
By: Aurelius Capital Management, LP, solely as investment manager and not in its individual capacity | ||||||||
By: | /s/ Dan Grouper | |||||||
Name: Dan Grouper Title: Managing Director | ||||||||
[Signature Page to Amendment No. 6]
ACP MASTER, LTD., as a Lender
By: Aurelius Capital Management, LP, solely as investment manager and not in its individual capacity | ||||||||
By: | /s/ Dan Grouper | |||||||
Name: Dan Grouper Title: Managing Director | ||||||||
[Signature Page to Amendment No. 6]
C.M. LIFE INSURANCE COMPANY MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY each as a Lender | ||
By: Barings LLC as Investment Adviser | ||
By: | /s/ Michael J. Fey | |
Name: | Michael J. Fey | |
Title: | Director | |
BARINGS GLOBAL HIGH YIELD CREDIT STRATEGIES LIMITED as a Lender | ||
By: Barings LLC as Investment Adviser | ||
By: | /s/ Michael J. Fey | |
Name: | Michael J. Fey | |
Title: | Director | |
BARINGS GLOBAL FLOATING RATE FUND, a series of Barings Funds Trust, as a Lender | ||
By: Barings LLC as Investment Adviser | ||
By: | /s/ Michael J. Fey | |
Name: | Michael J. Fey | |
Title: | Director |
The foregoing is executed on behalf of Barings Global Floating Rate Fund, a Series of Barings 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. 6]
BARINGS GLOBAL LOAN LIMITED, as a Lender | ||
By: Barings LLC as Sub-Investment Manage | ||
By: | /s/ Michael J. Fey | |
Name: | Michael J. Fey | |
Title: | Director |
[Signature Page to Amendment No. 6]
The Income Fund of America | ||
as a Lender | ||
By: Capital Research and Management Company and its investment adviser | ||
By: | /s/ Kristine M. Nishiyama | |
Name: | Kristine M. Nishiyama | |
Title: | Authorized Signer |
[Signature Page to Amendment No. 6]
American High-Income Trust | ||
as a Lender | ||
By: Capital Research and Management Company and its investment adviser | ||
By: | /s/ Kristine M. Nishiyama | |
Name: | Kristine M. Nishiyama | |
Title: | Authorized Signer |
[Signature Page to Amendment No. 6]
CITI LOAN FUNDING ADGM LLC, | ||
as a Lender | ||
By: Citibank N.A. | ||
By: | /s/ Paul Plank | |
Name: | Paul Plank | |
Title: | Director |
[Signature Page to Amendment No. 6]
ELLIOTT ASSOCIATES, L.P., | ||
as a Lender | ||
By: Elliott Capital Advisors, L.P., as general partner By: Braxton Associates, Inc., as general partner | ||
By: | /s/ Elliot Greenberg | |
Name: | Elliot Greenberg | |
Title: | Vice President |
[Signature Page to Amendment No. 6]
ELLIOTT INTERNATIONAL, L.P., | ||
as a Lender | ||
By: Elliott International Capital Advisors Inc., as attorney-in-fact | ||
By: | /s/ Elliot Greenberg | |
Name: | Elliot Greenberg | |
Title: | Vice President |
[Signature Page to Amendment No. 6]
ELLIOTT MANAGEMENT CORP., | ||
as a Lender | ||
By: | /s/ Elliot Greenberg | |
Name: | Elliot Greenberg | |
Title: | Vice President |
[Signature Page to Amendment No. 6]
ZIFF INVESTMENTS LIMTED, | ||
as a Lender | ||
By: | /s/ Elliot Greenberg | |
Name: | Elliot Greenberg | |
Title: | Vice President |
[Signature Page to Amendment No. 6]
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. 6]
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. 6]
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. 6]
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. 6]
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. 6]
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. 6]
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. 6]
MACQUARIE BANK LIMITED, as a Lender | ||||
By: | /s/ Donald Carrillo | |||
Name: Donald Carrillo | ||||
Title: Division Director | ||||
If second signature required: | ||||
MACQUARIE BANK LIMITED, | ||||
as a Lender | ||||
By: | /s/ Robert Downey | |||
Name: Robert Downey | ||||
Title: General Counsel |
[Signature Page to Amendment No. 6]
MASON CAPITAL LP | ||
MASON CAPITAL MASTER FUND LP as a Lender | ||
By: | /s/ Derek Satzinger | |
Name: Derek Satzinger | ||
Title: | CFO |
[Signature Page to Amendment No. 6]
MIDTOWN ACQUISITIONS L.P., as a Lender | ||
By: Midtown Acquisitions GP, LLC | ||
By: | /s/ Morgan Blackwell | |
Name: Morgan Blackwell | ||
Title: Authorized Signatory |
[Signature Page to Amendment No. 6]
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. 6]
SSD LOAN FUNDING LLC, | ||
as a Lender | ||
By: Citibank, N.A. | ||
By: | /s/ Paul Plank | |
Name: | Paul Plank | |
Title: | Director |
[Signature Page to Amendment No. 6]
Whitebox Relative Value Partners, LP as a Lender | ||
By: | /s/ Mark Strefling | |
Name: Mark Strefling | ||
Title: General Counsel & Chief Operating Officer Whitebox Advisors LLC | ||
Whitebox Credit Partners, LP as a Lender | ||
By: | /s/ Mark Strefling | |
Name: Mark Strefling | ||
Title: General Counsel & Chief Operating Officer Whitebox Advisors LLC | ||
Whitebox Multi-Strategy Partners, LP as a Lender | ||
By: | /s/ Mark Strefling | |
Name: Mark Strefling | ||
Title: General Counsel & Chief Operating Officer Whitebox Advisors LLC | ||
Whitebox Asymmetric Partners, LP as a Lender | ||
By: | /s/ Mark Strefling | |
Name: Mark Strefling | ||
Title: General Counsel & Chief Operating Officer Whitebox Advisors LLC |
[Signature Page to Amendment No. 6]
Whitebox Institutional Partners, LP as a Lender | ||
By: | /s/ Mark Strefling | |
Name: Mark Strefling | ||
Title: General Counsel & Chief Operating Officer Whitebox Advisors LLC | ||
Pandora Select Partners, LP as a Lender | ||
By: | /s/ Mark Strefling | |
Name: Mark Strefling | ||
Title: General Counsel & Chief Operating Officer Whitebox Advisors LLC | ||
Whitebox KFA Advantage LLC as a Lender | ||
By: | /s/ Mark Strefling | |
Name: Mark Strefling | ||
Title: General Counsel & Chief Operating Officer Whitebox Advisors LLC | ||
Whitebox GT Fund, LP as a Lender | ||
By: | /s/ Mark Strefling | |
Name: Mark Strefling | ||
Title: General Counsel & Chief Operating Officer Whitebox Advisors LLC |
[Signature Page to Amendment No. 6]