Credit Agreement

Amendment No. 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
Intermediate II, L.P., as a Lender

By:  

/s/ Aleksandra Markovic

  Name:   Aleksandra Markovic
  Title:   Authorized Signatory

 

Centerbridge Credit Partners TE Intermediate I, LP, as a Lender

By:  

/s/ Aleksandra Markovic

  Name:   Aleksandra Markovic
  Title:   Authorized Signatory

 

Centerbridge Credit Partners L.P., as a Lender

By:  

/s/ Aleksandra Markovic

  Name:   Aleksandra Markovic
  Title:   Authorized Signatory

 

[Signature Page to Amendment No. 2]


Kingsland VI
By:  

Kingsland Capital Management,

LLC as Manager

as a Lender

By:  

/s/ Authorized Signatory

  Name:   Authorized Signatory
  Title:   Kingsland Capital Management, LLC, as Manager

 

[Signature Page to Amendment No. 2]


Kingsland VII
By:  

Kingsland Capital Management,

LLC as Manager

as a Lender

By:  

/s/ Authorized Signatory

  Name:   Authorized Signatory
  Title:   Kingsland Capital Management, LLC, as Manager

 

[Signature Page to Amendment No. 2]


PNC Bank, N.A.,

as a Lender

By:  

/s/ John Ataman

  Name:   John Ataman
  Title:   Senior Vice President

If second signature required:

 

[NAME OF LENDER],

as a Lender

By:  

 

  Name:
  Title:

 

[Signature Page to Amendment No. 2]


WHITEBOX ASYMMETRIC
PARTNERS, LP

    as a Lender

By:  

/s/ Mark Strefling

  Name:   Mark Strefling
  Title:  

General Counsel and Chief Operating Officer

Whitebox Advisors LLC

 

WHITEBOX RELATIVE VALUE
PARTNERS, LP

    as a Lender

By:  

/s/ Mark Strefling

  Name:   Mark Strefling
  Title:  

General Counsel and Chief Operating Officer

Whitebox Advisors LLC

 

WHITEBOX CREDIT PARTNERS, LP

    as a Lender

By:  

/s/ Mark Strefling

  Name:   Mark Strefling
  Title:  

General Counsel and Chief Operating Officer

Whitebox Advisors LLC

 

WHITEBOX SPECIAL OPPORTUNITIES FUND LP SERIES O

    as a Lender

By  

/s/ Mark Strefling

  Name:   Mark Strefling
  Title:  

General Counsel and Chief Operating Officer

Whitebox Advisors LLC

WHITEBOX KFA ADVANTAGE, LLC

    as a Lender

By:  

/s/ Mark Strefling

  Name:   Mark Strefling
  Title:   General Counsel and Chief Operating Officer Whitebox Advisors LLC

 

[Signature Page to Amendment No. 2]


WHITEBOX MULTI-STRATEGY
PARTNERS, LP

    as a Lender

By:  

/s/ Mark Strefling

  Name:   Mark Strefling
  Title:  

General Counsel and Chief Operating Officer

Whitebox Advisors LLC

 

WHITEBOX INSTITUTIONAL
PARTNERS, LP

    as a Lender

By:  

/s/ Mark Strefling

  Name:   Mark Strefling
  Title:  

General Counsel and Chief Operating Officer

Whitebox Advisors LLC

 

PANDORA SELECT PARTNERS, LP

     as a Lender

By:  

/s/ Mark Strefling

  Name:   Mark Strefling
  Title:  

General Counsel and Chief Operating Officer

Whitebox Advisors LLC

 

[Signature Page to Amendment No. 2]


Franklin Floating Rate Master Trust – Franklin Floating Rate Master Series,

    as a Lender

By:  

/s/ Madeline Lam

  Name:   Madeline Lam
  Title:   Asst. Vice President

 

[Signature Page to Amendment No. 2]


Franklin Investors Securities Trust – Franklin Floating Rate Daily Access Fund,

    as a Lender

By:  

/s/ Madeline Lam

  Name:   Madeline Lam
  Title:   Vice President

 

[Signature Page to Amendment No. 2]


Franklin Templeton Series II Funds – Franklin Floating Rate II Fund,

    as a Lender

By:  

/s/ Madeline Lam

  Name:   Madeline Lam
  Title:   Asst. Vice President

 

[Signature Page to Amendment No. 2]


Franklin US Floating Rate Master Fund,

    as a Lender

By:  

/s/ Alex Guang Yu

  Name:   Alex Guang Yu
  Title:   Authorized Signatory

 

[Signature Page to Amendment No. 2]


Franklin Floating Rate Master Trust – Franklin Lower Tier Floating Rate Fund,

    as a Lender

By:  

/s/ Alex Guang Yu

  Name:   Alex Guang Yu
  Title:   Authorized Signatory

 

[Signature Page to Amendment No. 2]


AESI (Holdings) II, L.P.,

    as a Lender

 

By: AES Advisors II, L.P.,

its general partner

 

By: AES Advisors II GP, LLC

its general partner

By:  

/s/ Joseph Glatt

  Name:   Joseph Glatt
  Title:   Vice President

If second signature required:

 

By:  

 

  Name:
  Title:

 

[Signature Page to Amendment No. 2]


Apollo A-N Credit Fund (Delaware), L.P.,

    as a Lender

 

By: Apollo A-N Credit Management, LLC, its investment manager

By:  

/s/ Joseph Glatt

  Name:   Joseph Glatt
  Title:   Vice President

If second signature required:

 

By:  

 

  Name:
  Title:

 

[Signature Page to Amendment No. 2]


Apollo CREDIT MASTER FUND LTD.,

    as a Lender

 

By: Apollo ST Fund Management LLC, as its Collateral Manager

By:  

/s/ Joseph Glatt

  Name:   Joseph Glatt
  Title:   Vice President

If second signature required:

 

By:  

 

  Name:
  Title:

 

[Signature Page to Amendment No. 2]


Apollo Credit Opportunity Trading Fund III,

    as a Lender

 

By: Apollo Credit Opportunity Advisors III LP, its general partner

By: Apollo Credit Opportunity Advisors III GP, LLC,

its general partner

By:  

/s/ Joseph Glatt

  Name:   Joseph Glatt
  Title:   Vice President

If second signature required:

 

By:  

 

  Name:
  Title:

 

[Signature Page to Amendment No. 2]


Apollo Credit Strategies Master Fund Ltd.,

    as a Lender

 

By: Apollo Fund Management LLC, as its investment manager

By:  

/s/ Joseph Glatt

  Name:   Joseph Glatt
  Title:   Vice President

If second signature required:

 

By:  

 

  Name:
  Title:

 

[Signature Page to Amendment No. 2]


Apollo Franklin Partnership, L.P.,

    as a Lender

 

By: Apollo Franklin Advisors (APO DC), L.P., its General Partner

By: Apollo Franklin Advisors (APO DC-GP), LLC, its General Partner

By:  

/s/ Joseph Glatt

  Name:   Joseph Glatt
  Title:   Vice President

If second signature required:

 

By:  

 

  Name:
  Title:

 

[Signature Page to Amendment No. 2]


Apollo Hercules Partners, LP,

    as a Lender

 

By: Apollo Hercules Advisors, L.P., its General Partner

By: Apollo Hercules Advisors GP, LLC, its General Partner

By:  

/s/ Joseph D. Glatt

  Name:   Joseph D. Glatt
  Title:   Vice President

If second signature required:

 

By:  

 

  Name:
  Title:

 

[Signature Page to Amendment No. 2]


Apollo Lincoln Private Credit Fund, L.P.,

    as a Lender

 

By: Apollo Lincoln Private Credit Management, LLC, its investment manager

By:  

/s/ Joseph Glatt

  Name:   Joseph Glatt
  Title:   Vice President

If second signature required:

 

By:  

 

  Name:
  Title:

 

[Signature Page to Amendment No. 2]


Apollo Moultrie Credit Fund, L.P.,

    as a Lender

 

By: Apollo Moultrie Credit Management, LLC, its investment manager

By:  

/s/ Joseph Glatt

  Name:   Joseph Glatt
  Title:   Vice President

If second signature required:

 

By:  

 

  Name:
  Title:

 

[Signature Page to Amendment No. 2]


Apollo Tactical Value SPN Investments, L.P.,

    as a Lender

 

By: Apollo Tactical Value SPN Advisors (APO DC), L.P., its General Partner

By: Apollo Tactical Value SPN Capital Management (APO DC-GP), LLC, its General Partner

By:  

/s/ Joseph Glatt

  Name:   Joseph Glatt
  Title:   Vice President

If second signature required:

 

By:  

 

  Name:
  Title:

 

[Signature Page to Amendment No. 2]


Apollo TR Opportunistic, Ltd.,

      as a Lender

 

By: Apollo Total Return Master Fund, L.P., its member

By: Apollo Total Return Advisors, L.P., its General Partner

By: Apollo Total Return Advisors GP, LLC, its General Partner

By:  

/s/ Joseph Glatt

  Name:   Joseph Glatt
  Title:   Vice President

If second signature required:

 

By:  

 

  Name:
  Title:

 

[Signature Page to Amendment No. 2]


Apollo Union Street Partners, L.P.,

      as a Lender

 

By: Apollo Union Street Advisors, L.P., its General Partner

By: Apollo Union Street Capital Management, LLC, its General Partner

By:  

/s/ Joseph D. Glatt

  Name:   Joseph D. Glatt
  Title:   Vice President

If second signature required:

 

By:  

 

  Name:
  Title:

 

[Signature Page to Amendment No. 2]


Apollo Zeus Strategic Investments, L.P.,

      as a Lender

 

By: Apollo Zeus Strategic Advisors, L.P., its general partner

By: Apollo Zeus Strategic Advisors, LLC, its general partner

By:  

/s/ Joseph Glatt

  Name:   Joseph Glatt
  Title:   Vice President

If second signature required:

 

By:  

 

  Name:
  Title:

 

[Signature Page to Amendment No. 2]


IVY Apollo Multi Asset Income Fund,

      as a Lender

 

By: Apollo Credit Management, LLC, as its investment sub-adviser

By:  

/s/ Joseph D. Glatt

  Name:   Joseph D. Glatt
  Title:   Vice President

If second signature required:

 

By:  

 

  Name:
  Title:

 

[Signature Page to Amendment No. 2]


IVY Apollo Strategic Income Fund,

      as a Lender

 

By: Apollo Credit Management, LLC, as its investment sub-adviser

By:  

/s/ Joseph D. Glatt

  Name:   Joseph D. Glatt
  Title:   Vice President

If second signature required:

 

By:  

 

  Name:
  Title:

 

[Signature Page to Amendment No. 2]