NOMURA CORPORATE RESEARCH AND ASSET MANAGEMENT INC. New York, NY 10019
NOMURA CORPORATE RESEARCH
AND ASSET MANAGEMENT INC.
000 Xxxx 00xx Xxxxxx
Xxx Xxxx, XX 00000
May 7, 2019
Cloud Peak Energy Resources LLC
000 Xxxxxxxxxxx Xxxxxxxx, Xxxxx 000
Xxxxxxxxxx, XX 00000
Attention: Xxxxx X. Xxxx, Executive V.P. and Chief Financial Officer
Ladies and Gentlemen:
This letter agreement refers to the Forbearance Agreement, dated April 30, 2019 (as amended by that certain letter agreement dated as of April 30, 2019, the “Forbearance Agreement”), between Nomura Corporate Research and Asset Management Inc. (“us” and “we”), Cloud Peak Energy Resources (the “Issuer”), Cloud Peak Energy Finance Corp. (the “Co-Issuer”) and Cloud Peak Energy Inc. (the “Parent Guarantor”; collectively, with the Issuer and the Co-Issuer, “you”). Capitalized terms used but not defined herein have the meanings assigned to such terms in the Forbearance Agreement (including by reference to the 2024 Indenture (as defined therein)).
1. Amendments. Upon execution of this letter agreement by you and us, the last sentence of Section 1(a) of the Forbearance Agreement shall be amended and restated as follows:
As used herein, “Forbearance Termination Date” means the earlier to occur of (a) 11:59 p.m. (New York City time) on May 10, 2019 and (b) two (2) Business Days following written notice from the Holder of any breach by any Note Party of any of the conditions or agreements provided in this Agreement (which breach remains uncured during such period).
2. Conditions Precedent. The effectiveness of this letter agreement is subject to the satisfaction, or waiver by the Holder, of the following conditions:
(a) Counterparts. The execution of this letter agreement by each Note Party and the Holder.
(b) No Default. No Default or Event of Default under the 2024 Indenture other than the Interest Payment Default shall have occurred and be continuing as of the date the condition set forth in Section 2(a) is satisfied.
3. Miscellaneous. Other than as expressly amended by this letter agreement, the terms of the Forbearance Agreement shall remain in full force and effect. This letter agreement shall be governed by, and construed in accordance with, the laws of the State of New York. This letter agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument. Delivery of an executed signature page of this letter agreement by facsimile transmission or other electronic transmission (i.e., a “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart thereof.
[Signature Pages Follow]
Very truly yours,
NOMURA CORPORATE RESEARCH AND ASSET MANAGEMENT INC.,
as Investment Advisor on behalf of certain funds and accounts
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By: |
/s/ Xxxxx Xxxxx |
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Name: |
Xxxxx Xxxxx |
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Title: |
CIO |
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NOTE PARTIES | |
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CLOUD PEAK ENERGY RESOURCES LLC, as Issuer | |
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By: |
/s/ Xxxxx X. Xxxx |
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Name: |
Xxxxx X. Xxxx |
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Title: |
Executive V.P. and Chief Financial Officer |
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CLOUD PEAK ENERGY FINANCE CORP., as Issuer | |
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By: |
/s/ Xxxxx X. Xxxx |
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Name: |
Xxxxx X. Xxxx |
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Title: |
Executive V.P. and Chief Financial Officer |
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CLOUD PEAK ENERGY INC., as Parent Guarantor | |
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By: |
/s/ Xxxxx X. Xxxx |
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Name: |
Xxxxx X. Xxxx |
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Title: |
Executive V.P. and Chief Financial Officer |
