AMENDMENTNO. 2 TO SUPERPRIORITY SECURED DEBTOR-IN- POSSESSION CREDIT AGREEMENT
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 | ||||
| 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 as a Lender | ||||
| By: | /s/ Mark Strefling | |||
| Name: | Mark Strefling | |||
| Title: | General Counsel and Chief Operating Officer Whitebox Advisors LLC | |||
| WHITEBOX RELATIVE VALUE 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 as a Lender | ||||
| By: | /s/ Mark Strefling | |||
| Name: | Mark Strefling | |||
| Title: | General Counsel and Chief Operating Officer Whitebox Advisors LLC | |||
| WHITEBOX INSTITUTIONAL 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: |
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| 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: |
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| 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]
