AMENDMENTNO. 6 AND CONSENT UNDER SUPERPRIORITY SECURED DEBTOR-IN-POSSESSION CREDIT AGREEMENT

EX-10.1 2 d259616dex101.htm EX-10.1 EX-10.1

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.

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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.

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written.

 

 

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    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.

 

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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.

 

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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

 

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						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

 

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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

 

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						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

 

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						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

 

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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.

 

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