Credit Agreement

Amendment No. 1 to Superpriority Secured Debtor-In- Possession Credit Agreement

Exhibit 10.1

EXECUTION VERSION

AMENDMENT NO. 1 TO SUPERPRIORITY SECURED DEBTOR-IN-

POSSESSION CREDIT AGREEMENT

AMENDMENT No. 1, dated as of May 9, 2016 (this “Amendment”), to that certain Superpriority Secured Debtor-In-Possession Credit Agreement dated as of April 18, 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 2.03(c)(i) of the Existing Credit Agreement is hereby amended by deleting, from clause (y) of the proviso thereto, the words “Section 2.04(a)(iii)” and replacing such words with “Section 2.04(b)(iii)”.

(b) Section 6.19(c) of the Existing Credit Agreement is hereby amended by deleting the words “thirty (30) days following the Petition Date” and replacing such words with “the earlier to occur of (x) the date that is three (3) Business Days following the Final Order Entry Date and (y) the date that is forty-five (45) days following the Petition Date”.


(b) Section 11.21(b)(v) of the Existing Credit Agreement is hereby amended by deleting the words “being a Guarantor by virtue of the definition thereof or” and replacing such words with “being a Subsidiary of the Borrower (directly or indirectly) pursuant to”.

(c) Section 11.21(c)(ii) of the Existing Credit Agreement is hereby amended by deleting the words “being a Guarantor by virtue of the definition thereof or” and replacing such words with “being a Subsidiary of the Borrower (directly or indirectly) pursuant to”.

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
EMPIRE LAND HOLDINGS, LLC
FALCON COAL COMPANY, LLC
FOUR STAR HOLDINGS, LLC
FRANCISCO EQUIPMENT COMPANY, LLC
FRANCISCO LAND HOLDINGS COMPANY, LLC

 

[Signature Page to Amendment No. 1]


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

PEABODY COALSALES, LLC

PEABODY COALTRADE, LLC

PEABODY COALTRADE INTERNATIONAL (CTI), LLC

PEABODY COLORADO OPERATIONS, LLC

PEABODY COLORADO SERVICES, LLC

 

[Signature Page to Amendment No. 1]


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

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

 

[Signature Page to Amendment No. 1]


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. 1]


PEABODY WESTERN COAL COMPANY, as a Guarantor
By:  

      /s/ Douglas D. Loucks

      Name: Douglas D. Loucks
      Title: Treasurer

 

[Signature Page to Amendment No. 1]


PEABODY SAGE CREEK MINING, LLC, as a Guarantor
By:  

      /s/ Eric J. Baltz

      Name: Eric J. Baltz
      Title: Treasurer

 

[Signature Page to Amendment No. 1]


PEABODY TWENTYMILE MINING, LLC, as a Guarantor
By:  

      /s/ John R. Schwartze

      Name: John R. Schwartze
      Title: Treasurer

 

[Signature Page to Amendment No. 1]


SENECA COAL COMPANY, LLC, as a Guarantor
By:  

      /s/ Kurt A. Jones

      Name: Kurt A. Jones
      Title: Treasurer

 

[Signature Page to Amendment No. 1]


SAGE CREEK HOLDINGS, LLC, as a Guarantor
By:  

      /s/ Mark A. Scimio

      Name: Mark A. Scimio
      Title: President

 

[Signature Page to Amendment No. 1]


BIG SKY COAL COMPANY, as a Guarantor
By:  

      /s/ Michael J. Jasutis

      Name: Michael J. Jasutis
      Title: Treasurer

 

[Signature Page to Amendment No. 1]


CITIBANK, N.A.,

as Administrative Agent, as Bonding

Facility L/C Issuer and as L/C Facility

L/C Issuer

By:  

  /s/ Allister Chan

  Name:  Allister Chan
  Title:    Vice President

 

[Signature Page to Amendment No. 1]


Mason Capital Master Fund LP,

    as a Lender

By:  

  /s/ John Grizzotti

  Name:  John Grizzotti
  Title:    COO

If second signature required:

 

Mason Capital Master Fund LP,

    as a Lender

By:  

 

  Name:
  Title:

 

[Signature Page to Amendment No. 1]


Mason Capital LP,

    as a Lender

By:  

  /s/ John Grizzotti

  Name:  John Grizzotti
  Title:    COO

If second signature required:

 

Mason Capital LP,

    as a Lender

By:  

 

  Name:
  Title:

 

[Signature Page to Amendment No. 1]


MACQUARIE BANK LIMITED,
By:  

  /s/ Julianne Wilkin

  Name:  Julianne Wilkin
  Title:    Associate Director

If second signature required:

 

MACQUARIE BANK LIMITED,
By:  

  /s/ Jennifer Coyles

  Name:  Jennifer Coyles
  Title:    Division Director

 

[Signature Page to Amendment No. 1]


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. 1]


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. 1]


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. 1]


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. 1]


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. 1]


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. 1]


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. 1]


JNL/PPM America Floating Rate Income Fund,

a series of JNL Series Trust

By: PPM America, Inc., as sub-adviser

By:  

  /s/ Chris Kappas

Chris Kappas
Managing Director

 

[Signature Page to Amendment No. 1]


Eastspring Investments US Bank Loan Special Asset Mother Investment Trust[Loan Claim]

By: PPM America, Inc., as Delegated Manager

By:  

  /s/ Chris Kappas

Chris Kappas
Managing Director

 

[Signature Page to Amendment No. 1]


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. 1]


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. 1]


Name of Lender:

 

NewMark Capital Funding 2013-1 CLO, Ltd.

By: NewMark Capital LLC.,

        its Collateral Manager

By:  

  /s/ Mark Gold

  Name:  Mark Gold
  Title:    Ceo

 

[Signature Page to Amendment No. 1]


Name of Lender:

 

NewMark Capital Funding 2014-2 CLO, Ltd.

By: NewMark Capital LLC.,

        its Collateral Manager

By:  

  /s/ Mark Gold

  Name:  Mark Gold
  Title:    Ceo

 

[Signature Page to Amendment No. 1]


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 L.P., as a Lender
By:  

  /s/ Aleksandra Markovic

  Name:  Aleksandra Markovic
  Title:    Authorized Signatory

 

[Signature Page to Amendment No. 1]


AMERICAN HIGH-INCOME TRUST,

        as a Lender

 

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. 1]


THE INCOME FUND OF AMERICA,

        as a Lender

 

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. 1]


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. 1]


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. 1]


MONARCH MASTER FUNDING LTD

 

By: Monarch Alternative Capital LP,

as investment manager

By:  

  /s/ Broger Schmitz

  Name:  Broger Schmitz
  Title:    Managing Principal

 

[Signature Page to Amendment No. 1]


WHITEBOX ASYMMETRIC

        PARTNERS, LP

By:  

  /s/ Mark M. Strefling

  Name:   MARK M. STREFLING | Partner
  Title:  

General Counsel and Chief Operating Officer

Whitebox Advisors LLC

WHITEBOX RELATIVE VALUE

        PARTNERS, LP

By:  

  /s/ Mark M. Strefling

  Name:   MARK M. STREFLING | Partner
  Title:  

General Counsel and Chief Operating Officer

Whitebox Advisors LLC

WHITEBOX CREDIT PARTNERS, LP
By:  

  /s/ Mark M. Strefling

  Name:   MARK M. STREFLING | Partner
  Title:  

General Counsel and Chief Operating Officer

Whitebox Advisors LLC

WHITEBOX SPECIAL

        OPPORTUNITIES FUND LP

        SERIES O

By  

/s/ Mark M. Strefling

  Name:   MARK M. STREFLING | Partner
  Title:  

General Counsel and Chief Operating Officer

Whitebox Advisors LLC

WHITEBOX KFA ADVANTAGE, LLC
By:  

  /s/ Mark M. Strefling

  Name:   MARK M. STREFLING | Partner
  Title:  

General Counsel and Chief Operating Officer

Whitebox Advisors LLC

 

[Signature Page to Amendment No. 1]


WHITEBOX MULTI-STRATEGY

        PARTNERS, LP

By:  

  /s/ Mark M. Strefling

  Name:   MARK M. STREFLING | Partner
  Title:  

General Counsel and Chief Operating Officer

Whitebox Advisors LLC

WHITEBOX INSTITUTIONAL

        PARTNERS, LP

By:  

  /s/ Mark M. Strefling

  Name:   MARK M. STREFLING | Partner
  Title:  

General Counsel and Chief Operating Officer

Whitebox Advisors LLC

PANDORA SELECT PARTNERS, LP
By:  

  /s/ Mark M. Strefling

  Name:   MARK M. STREFLING | Partner
  Title:  

General Counsel and Chief Operating Officer

Whitebox Advisors LLC

 

[Signature Page to Amendment No. 1]