AMENDMENT NO. 3 TO CREDIT AGREEMENT
Exhibit 10.1
AMENDMENT NO. 3 TO CREDIT AGREEMENT
AMENDMENT NO. 3 TO CREDIT AGREEMENT (this “Amendment No. 3”), dated as of December 18, 2017, by and among PEABODY ENERGY CORPORATION, a Delaware corporation (the “Borrower”), the other Reaffirming Parties (as defined below) party hereto, the 2017 Incremental Revolving Lenders (as defined below) party hereto, the 2017 L/C Issuers (as defined below) party hereto and XXXXXXX XXXXX BANK USA, as administrative agent (in such capacity, including any permitted successor thereto, the “Administrative Agent”).
PRELIMINARY STATEMENTS
WHEREAS, the Borrower has entered into that certain Credit Agreement, dated as of April 3, 2017, among the Borrower, the lenders party thereto from time to time (collectively, the “Lenders” and each individually, a “Lender”) and Xxxxxxx Sachs Bank USA, as Administrative Agent (as amended by that certain Amendment No. 1 to Credit Agreement, dated as of September 18, 2017, and that certain Amendment No. 2 to Credit Agreement, dated as of November 17, 2017 (the “Second Amendment”) and as further amended, restated, amended and restated, supplemented or otherwise modified from time to time prior to, but not including, the date hereof, the “Credit Agreement”, and as amended by this Amendment No. 3, the “Amended Credit Agreement”);
WHEREAS, pursuant to the Second Amendment, the Borrower requested to add the 2017 Incremental Revolving Facility to the Credit Agreement, and the Incremental Revolving Lenders party to the Second Amendment agreed to provide the Incremental Revolving Commitments thereunder, subject to the terms and conditions set forth in the Second Amendment;
WHEREAS, pursuant to Section 2.15(a) of the Credit Agreement, the Borrower has requested to increase the principal amount of the 2017 Incremental Revolving Facility by an aggregate principal amount of $80,000,000 (the commitments provided hereunder, the “2017 Incremental Revolving Commitments” and the loans made pursuant thereto, the “2017 Incremental Revolving Loans”) pursuant to clause (b)(i) of the definition of Incremental Debt Cap, to be provided by the 2017 Incremental Revolving Lenders party hereto and effective on the Amendment No. 3 Effective Date (as defined below) pursuant to the terms hereof and in the Amended Credit Agreement;
WHEREAS, as contemplated by Section 2.15 of the Credit Agreement, (x) subject to the satisfaction of the conditions precedent set forth in Section 6 hereof, each of the Administrative Agent, the 2017 Incremental Revolving Lenders party hereto and the Borrower have agreed to amend certain terms of the Credit Agreement as provided herein in order to give effect to the 2017 Incremental Revolving Commitments provided hereunder and (y) this Amendment No. 3 constitutes an “Incremental Amendment” under the Credit Agreement;
WHEREAS, each 2017 Incremental Revolving Lender party hereto is prepared to provide the 2017 Incremental Revolving Commitments in an amount equal to its 2017 Incremental Revolving Commitment set forth on Schedule 1 hereto, subject to the terms and conditions set forth herein and in the Amended Credit Agreement; and
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WHEREAS, each Loan Party party hereto and Gibraltar Holdings (collectively, the “Reaffirming Parties”, and each, a “Reaffirming Party”) expects to realize substantial direct and indirect benefits as a result of this Amendment No. 3 becoming effective and the consummation of the transactions contemplated hereby and agrees to reaffirm its obligations under the Credit Agreement, the Security Documents, and the other Loan Documents to which it is a party.
NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which is acknowledged by each party hereto, it is agreed:
SECTION 1. CERTAIN DEFINITIONS. Capitalized terms used (including in the preamble and recitals hereto) but not defined herein shall have the meanings assigned to such terms in the Amended Credit Agreement. As used in this Amendment No. 3:
“2017 Incremental Revolving Commitments” is defined in the third recital hereto.
“2017 Incremental Revolving Lenders” is defined in Section 2 hereof.
“2017 Incremental Revolving Loans” is defined in the third recital hereto.
“Administrative Agent” is defined in the preamble hereto.
“Amended Credit Agreement” is defined in the first recital hereto.
“Amendment No. 3” is defined in the preamble hereto.
“Amendment No. 3 Effective Date” means the date on which the conditions set forth in Section 6 of this Amendment No. 3 are satisfied or waived.
“Borrower” is defined in the preamble hereto.
“Borrower Notice” is defined in Section 6(k) hereof.
“Credit Agreement” is defined in the first recital hereto.
“Lenders” is defined in the first recital hereto.
“NFIP” is defined in Section 6(k) hereof.
“Reaffirming Parties” is defined in the sixth recital hereto.
“Second Amendment” is defined in the first recital hereto.
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SECTION 2. 2017 INCREMENTAL REVOLVING COMMITMENTS. Pursuant to Section 2.15 of the Credit Agreement, and subject solely to the satisfaction of the conditions precedent set forth in Section 6 hereof, on and as of the Amendment No. 3 Effective Date:
| (a) | Each lender set forth on Schedule 1 to this Amendment No. 3 (each, a “2017 Incremental Revolving Lender”) hereby (i) severally and not jointly agrees to commit to provide its respective 2017 Incremental Revolving Commitment set forth on Schedule 1 and (ii) agrees to become a Lender under the Amended Credit Agreement. The 2017 Incremental Revolving Commitments shall be an increase to the 2017 Incremental Revolving Facility. |
| (b) | Each 2017 Incremental Revolving Lender set forth on Schedule 2 to this Amendment No. 3 (each, a “2017 L/C Issuer”) hereby (i) agrees to act as an L/C Issuer under the Amended Credit Agreement and (ii) shall become vested with all of the rights, powers, privileges and duties of an L/C Issuer under the Credit Agreement. The L/C Issuance Limit of each 2017 L/C Issuer is set forth on Schedule 2 hereto. For the avoidance of doubt, the respective L/C Issuance Limits of the existing L/C Issuers as set forth in the Second Amendment remain in effect as of the Amendment No. 3 Effective Date. |
| (c) | Each 2017 Incremental Revolving Lender (including in its capacity as a 2017 L/C Issuer, if applicable) hereby (i) represents and warrants that (A) it has full power and authority, and has taken all action necessary, to execute and deliver this Amendment No. 3 and to consummate the transactions contemplated hereby and in the Amended Credit Agreement, and to become a Lender under the Amended Credit Agreement, (B) it is not a Disqualified Institution and it meets all the requirements of an Eligible Assignee under the Amended Credit Agreement (subject to such consents, if any, as may be required under the Amended Credit Agreement), (C) from and after the Amendment No. 3 Effective Date, it shall be bound by the provisions of the Amended Credit Agreement and, to the extent of its 2017 Incremental Revolving Commitment, shall have the obligations of a Lender thereunder, (D) it is sophisticated with respect to decisions to acquire assets of the type represented by the 2017 Incremental Revolving Commitments and the 2017 Incremental Revolving Loans and either it, or the Person exercising discretion in making its decision to commit to provide its 2017 Incremental Revolving Commitment, is experienced in committing to commitments and loans of such type, (E) it has received a copy of the Credit Agreement, this Amendment No. 3 and the other Loan Documents, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 6.01 of the Amended Credit Agreement, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Amendment No. 3 and to commit to provide its respective 2017 Incremental Revolving Commitment, (F) it has, independently and without reliance upon Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Amendment No. 3 and to commit to provide its respective 2017 Incremental Revolving Commitment, and (G) it has provided the Administrative Agent any documentation required to be delivered by it pursuant to the terms of the Amended Credit Agreement (including Section 3.01(e) of the Amended Credit Agreement), duly completed and executed by such 2017 Incremental Revolving Lender; (ii) agrees that (A) it will, independently and without reliance on the Administrative Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit |
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| decisions in taking or not taking action under the Loan Documents, and (B) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender; and (iii) appoints and authorizes the Administrative Agent and the Collateral Trustee to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Loan Documents as are delegated to Administrative Agent and Collateral Trustee, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto. |
| (d) | The terms and provisions of the 2017 Incremental Revolving Commitments and the 2017 Incremental Revolving Loans shall be identical to the terms and provisions of the Incremental Revolving Commitments and the Incremental Revolving Loans existing under the Credit Agreement. |
| (e) | On the Amendment No. 3 Effective Date, each of the existing Incremental Revolving Lenders under the Credit Agreement is hereby deemed to assign to each of the 2017 Incremental Revolving Lenders, and each of the 2017 Incremental Revolving Lenders is hereby deemed to purchase from each of the existing Incremental Revolving Lenders, at the principal amount thereof (together with accrued interest), such interests in the Incremental Revolving Loans and participations in Letters of Credit outstanding on the Amendment No. 3 Effective Date as shall be necessary in order that, after giving effect to all such assignments and purchases, the Incremental Revolving Loans and participations in Letters of Credit will be held by existing Incremental Revolving Lenders and 2017 Incremental Revolving Lenders ratably in accordance with their Incremental Revolving Commitments after giving effect to the addition of the 2017 Incremental Revolving Commitments to the existing Incremental Revolving Commitments. |
| (f) | Each 2017 Incremental Revolving Lender, the Administrative Agent and the Reaffirming Parties party hereto agree that this Amendment No. 3 shall constitute an “Incremental Facility Request” and an “Incremental Amendment” pursuant to and in accordance with Section 2.15 of the Credit Agreement and a “Loan Document” for all purposes of the Credit Agreement and the other Loan Documents. The Incremental Facility Effective Date shall be the Amendment No. 3 Effective Date. |
SECTION 3. AMENDMENTS TO LOAN DOCUMENTS.
| (a) | The fourth paragraph appearing under “Preliminary Statements” of the Credit Agreement is hereby amended and restated to read in its entirety as follows: |
“The Borrower has requested that, on the Second Amendment Effective Date and the Third Amendment Effective Date, the Incremental Revolving Lenders party to the Second Amendment and the Third Amendment, as applicable, make Incremental Revolving Commitments to the Borrower for general working capital purposes (including the issuance of Letters of Credit and Bank Guarantees), and such Incremental Revolving Lenders have agreed to provide such Incremental Revolving Commitments on the terms and subject to the conditions set forth herein and in the Second Amendment or the Third Amendment, as applicable.”
| (b) | Section 1.01 of the Credit Agreement is hereby amended by amending and restating the following defined terms to read in their entirety as follows: |
“2017 Incremental Revolving Facility” has the meaning specified in the Second Amendment, as increased pursuant to the Third Amendment.
“Applicable Percentage” means (a) in respect of the Term Loan Facility, with respect to any Term Lender at any time, the percentage (carried out to the tenth decimal place) of the Term Loan Facility represented by (i) until the Closing Date, such Term Lender’s respective Term Loan Commitments and (ii) thereafter, the aggregate principal amount of such Term Lender’s Term Loans then outstanding, and (b) in respect of the Incremental Revolving Facilities, with respect to any Incremental Revolving Lender at any time, the
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percentage (carried out to the ninth decimal place) of the then available Incremental Revolving Facilities represented by such Incremental Revolving Lender’s Incremental Revolving Commitment at such time. If the commitment of each Incremental Revolving Lender to make Incremental Revolving Loans and the obligation of the L/C Issuers to make L/C Credit Extensions have been terminated pursuant to Section 8.02, or if the Incremental Revolving Commitments have expired, then the Applicable Percentage of each Incremental Revolving Lender in respect of the Incremental Revolving Facilities shall be determined based on the Applicable Percentage of such Incremental Revolving Lender in respect of the Incremental Revolving Facilities most recently in effect, giving effect to any subsequent assignments. The initial Applicable Percentage of each Term Lender in respect of the Term Loan Facility as of the Closing Date is set forth opposite the name of such Term Lender on Schedule 2.01 or in the Assignment and Assumption pursuant to which such Term Lender becomes a party hereto, as applicable. The Applicable Percentage of each Incremental Revolving Lender in respect of the Incremental Revolving Facility as of the Third Amendment Effective Date is set forth opposite the name of such Incremental Revolving Lender on Schedule 3 to the Third Amendment or in the Assignment and Assumption pursuant to which such Incremental Revolving Lender becomes a party hereto, as applicable.
“Incremental Revolving Commitment” means, as to each Incremental Revolving Lender, its obligation to (a) make Incremental Revolving Loans to the Borrower pursuant to Section 2.01(b) and (b) purchase participations in L/C Obligations, in an aggregate principal amount at any one time outstanding under such clauses (a) and (b) not to exceed the amount set forth (x) in the case of the 2017 Incremental Revolving Facility, opposite such Lender’s name on Schedule 1 to the Second Amendment under the caption “2017 Incremental Revolving Commitment” or on Schedule 1 to the Third Amendment under the caption “2017 Incremental Revolving Commitment”, as applicable, (y) in the case of any other Incremental Revolving Facility, in the applicable Incremental Amendment or (z) if applicable, in any case, in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement. The aggregate amount of the Incremental Revolving Commitments as of the Third Amendment Effective Date is $350,000,000.
“L/C Issuance Limit” means, at the time of the issuance of a Letter of Credit by the applicable L/C Issuer, with respect to (a) each 2017 L/C Issuer (as defined in the Second Amendment), in its capacity as an L/C Issuer, the amount set forth opposite its name on Schedule 2 to the Second Amendment (or such other amount as may be agreed to in writing by such 2017 L/C Issuer and the Borrower from time to time with prompt notice to the Administrative Agent), (b) each 2017 L/C Issuer (as defined in the Third Amendment), in its capacity as an L/C Issuer, the amount set forth opposite its name on Schedule 2 to the Third Amendment (or such other amount as may be agreed to in writing by such 2017 L/C Issuer and the Borrower from time to time with prompt notice to the Administrative Agent), or (c) any other L/C Issuer, such amount as may be agreed to by such L/C Issuer and the Borrower in writing from time to time with prompt notice to the Administrative Agent.
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“L/C Issuer” means each 2017 L/C Issuer (as defined in the Second Amendment) and each 2017 L/C Issuer (as defined in the Third Amendment), each in its capacity as issuer of Letters of Credit hereunder, and such other Incremental Revolving Lender or Incremental Revolving Lenders that agree to act as L/C Issuer at the request of the Borrower, and any successor issuer of Letters of Credit hereunder or any of their respective Affiliates, in each case in its capacity as issuer of any Letter of Credit. Each L/C Issuer may, in its discretion, arrange for one or more Letters of Credit to be issued by Affiliates of such L/C Issuer , in which case the term “L/C Issuer” shall include any such Affiliate with respect to Letters of Credit issued by such Affiliate (it being agreed that such L/C Issuer shall, or shall cause such Affiliate to, comply with the requirements of Section 2.03 with respect to such Letters of Credit).
“Loan Documents” means this Agreement, the First Amendment, the Second Amendment, the Third Amendment, the Collateral Trust Agreement, each Note, the Issuer Documents, the Fee Letters, the Guaranty, each Security Document and any ABL Intercreditor Agreement
| (c) | Section 1.01 of the Credit Agreement is hereby amended by adding the following defined terms in appropriate alphabetical order: |
“Third Amendment” means that certain Amendment No. 3 to Credit Agreement, dated as of December 18, 2017, by and among the Borrower, the other Reaffirming Parties (as defined therein), the Incremental Revolving Lenders party thereto and the Administrative Agent.
“Third Amendment Effective Date” means the Amendment No. 3 Effective Date (as defined in the Third Amendment).
| (d) | Clause (iii) of Section 10.02(a) of the Credit Agreement is hereby amended and restated to read in its entirety as follows: |
“(iii) if to any L/C Issuer, to the address, telecopier number, electronic mail address or telephone number specified on Schedule 1 to the Second Amendment or Schedule 1 to the Third Amendment, as applicable.”
SECTION 4. REFERENCE TO AND EFFECT ON THE CREDIT AGREEMENT. On and after the Amendment No. 3 Effective Date, (i) each reference in the Credit Agreement to “this Agreement,” “hereunder,” “hereof” or text of like import referring to the Credit Agreement shall mean and be a reference to the Amended Credit Agreement, (ii) the 2017 Incremental Revolving Commitments shall constitute “Incremental Revolving Commitments” under the 2017 Incremental Revolving Facility and “Commitments”, in each case, under and as defined in the Amended Credit Agreement, (iii) the 2017 Incremental Revolving Loans shall constitute “Incremental Revolving Loans” under the 2017 Incremental Revolving Facility and “Loans”, in each case, under and as defined in the Amended Credit Agreement, (iv) the 2017 Incremental Revolving Lenders shall each constitute an “Incremental Revolving Lender” and a “Lender”, in each case, under and as defined in the Amended Credit Agreement, and (v) each 2017 L/C Issuer shall constitute an “L/C Issuer” under and as defined in the Amended Credit Agreement. This Amendment No. 3 shall for all purposes constitute a “Loan Document” under and as defined in the Amended Credit Agreement and the other Loan Documents.
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SECTION 5. REPRESENTATIONS & WARRANTIES. In order to induce the 2017 Incremental Revolving Lenders and the Administrative Agent to enter into this Amendment No. 3 and to induce the 2017 Incremental Revolving Lenders to provide the 2017 Incremental Revolving Commitments hereunder, each Loan Party hereby represents and warrants to the 2017 Incremental Revolving Lenders and the Administrative Agent on and as of the Amendment No. 3 Effective Date that:
| (a) | each of the representations and warranties made by the Borrower contained in Article V of the Credit Agreement and by each Loan Party contained in each other Loan Document shall be true and correct in all material respects on and as of the Amendment No. 3 Effective Date with the same effect as though made on and as of such date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date, and except that for purposes of this Section 5, the representations and warranties contained in subsection (b) of Section 5.05 of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to clause (b) of Section 6.01 of the Credit Agreement; provided that, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality or by a reference to a Material Adverse Effect in the text thereof; provided further that all references in the representations set forth in Sections 5.01, 5.02, 5.03, 5.04, 5.06, 5.07 and 5.15 of the Credit Agreement to “Loan Documents” shall be deemed to be references to this Amendment No. 3 and the other Loan Documents (including the Credit Agreement) as amended by this Amendment No. 3; and |
| (b) | the schedule delivered to the Administrative Agent pursuant to Section 6(e) of this Amendment No. 3 is, to the Loan Parties’ knowledge, true and correct in all material respects on and as of the Amendment No. 3 Effective Date. |
SECTION 6. CONDITIONS PRECEDENT. The effectiveness of this Amendment No. 3 and the obligation of the 2017 Incremental Revolving Lenders to provide the 2017 Incremental Revolving Commitments shall be subject to the satisfaction or waiver of the following conditions precedent (the date on which such conditions precedent are so satisfied or waived, the “Amendment No. 3 Effective Date”):
| (a) | The Administrative Agent shall have received a duly authorized, executed and delivered counterpart of the signature page to this Amendment No. 3 from each Loan Party named on the signature pages hereto, the Administrative Agent and the 2017 Incremental Revolving Lenders. |
| (b) | Any fees required to be paid on or before the Amendment No. 3 Effective Date to the Administrative Agent or the 2017 Incremental Revolving Lenders under this Amendment No. 3 or otherwise in connection with the 2017 Incremental Revolving Commitments provided hereunder shall have been paid and, unless waived by the |
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| Administrative Agent or the 2017 Incremental Revolving Lenders, as applicable, to the extent invoiced at least three Business Days prior to the Amendment No. 3 Effective Date, the Borrower shall have paid all expenses of the Agents to the extent required to be paid pursuant to Section 10.04 of the Credit Agreement or otherwise. |
| (c) | No Default or Event of Default shall exist, or would result immediately, from the incurrence of the 2017 Incremental Revolving Commitments or the making of any 2017 Incremental Revolving Loans on the Amendment No. 3 Effective Date. |
| (d) | The representations and warranties of (i) the Borrower contained in Article V of the Credit Agreement and (ii) each Loan Party contained in each other Loan Document shall be true and correct in all material respects on and as of the Amendment No. 3 Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and except that the representations and warranties contained in subsection (b) of Section 5.05 of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to clause (b) of Section 6.01 of the Credit Agreement; provided that, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality or by a reference to a Material Adverse Effect in the text thereof. |
| (e) | The Administrative Agent shall have received a schedule in form and substance reasonably acceptable to the Administrative Agent with respect to all real property that is fee owned or leased by the Loan Parties as of the Amendment No. 3 Effective Date, which schedule shall include such information necessary to identify any Building located on Material Real Property and constituting Collateral for the purpose of obtaining a corresponding completed “Life-of-Loan” Federal Emergency Management Agency Standard Flood Hazard Determination. Such schedule is attached hereto as Schedule 6(e). |
| (f) | The Administrative Agent shall have received a certificate signed by a Responsible Officer of the Borrower certifying that the conditions specified in clauses (c) and (d) of this Section 6 have been satisfied. |
| (g) | On the Amendment No. 3 Effective Date, the Administrative Agent shall have received a customary opinion of Xxxxx Day, counsel to the Borrower and special New York counsel to the other Loan Parties addressed to the Administrative Agent, the Collateral Trustee and the Lenders and dated the Amendment No. 3 Effective Date. |
| (h) | The Administrative Agent shall have received (i) such certificates of resolutions or other action, incumbency certificates and/or other certificates of duly authorized officers of each Loan Party and Gibraltar Holdings, in each case, as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each officer of each Loan Party or Gibraltar Holdings and (ii) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party and Gibraltar Holdings is duly organized or formed, and that each |
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| Loan Party and Gibraltar Holdings is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; provided that certified copies of the certificate or articles of incorporation and by-laws (or other equivalent organizational documents) or incumbency certificates shall not be required to be delivered with respect to Gibraltar Holdings or any Person that was a Loan Party immediately prior to the Amendment No. 3 Effective Date if such certificate includes a certification by such Responsible Officer that the applicable organizational documents delivered to the Administrative Agent in connection with the closing of the Second Amendment on the Second Amendment Effective Date remain in full force and effect and have not been amended, modified, revoked or rescinded and/or the signatories set forth on incumbency certificates delivered to the Administrative Agent in connection with the closing of the Second Amendment on the Second Amendment Effective Date have not changed, in each case, since the Second Amendment Effective Date. |
| (i) | The Administrative Agent shall have received a solvency certificate from the chief financial officer of the Borrower in the form of Exhibit K of the Credit Agreement, which demonstrates that the Borrower and its Restricted Subsidiaries, on a consolidated basis, are, and after giving effect to the transactions contemplated hereby, will be, Solvent. |
| (j) | The 2017 Incremental Revolving Lenders and the Administrative Agent shall have received at least three Business Days prior to the Amendment No. 3 Effective Date all documentation and other information required by regulatory authorities with respect to the Borrower and the other Loan Parties under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the PATRIOT Act, that has been requested by the 2017 Incremental Revolving Lenders and the Administrative Agent at least ten Business Days prior to the Amendment No. 3 Effective Date. |
| (k) | The Collateral Trustee shall have received a completed standard “life of loan” flood hazard determination form for each property that contains structures and is encumbered by a Mortgage, and if the property is located in an area designated by the U.S. Federal Emergency Management Agency (or any successor agency) as having special flood or mud slide hazards, (i) a notification from the Borrower to the Collateral Trustee (“Borrower Notice”) that flood insurance coverage under the National Flood Insurance Program (“NFIP”) created by the U.S. Congress pursuant to the National Flood Insurance Act of 1968, the Flood Disaster Protection Act of 1973, the National Flood Insurance Reform Act of 1994 and the Flood Insurance Reform Act of 2004 is not available because the applicable community does not participate in the NFIP, (ii) documentation evidencing the Collateral Trustee’s receipt of the Borrower Notice (e.g., countersigned Borrower Notice, return receipt of certified U.S. Mail, or overnight delivery), and (iii) if a Borrower Notice is required to be given and flood insurance is available in the community in which the property is located, a copy of one of the following: the flood insurance policy, the Borrower’s application for a flood insurance policy plus proof of premium payment, a declaration page confirming that flood insurance has been issued, or such other evidence of flood insurance reasonably satisfactory to the Controlling Representative (as defined in the Collateral Trust Agreement). |
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SECTION 7. REAFFIRMATION.
| (a) | To induce the 2017 Incremental Revolving Lenders and the Administrative Agent to enter into this Amendment No. 3, each of the Loan Parties and Gibraltar Holdings hereby acknowledges and reaffirms its obligations under each Loan Document to which it is a party, including, without limitation, any grant, pledge or collateral assignment of a lien or security interest, as applicable, contained therein, in each case as amended, restated, amended and restated, supplemented or otherwise modified prior to or as of the date hereof (including as amended pursuant to the First Amendment, the Second Amendment and this Amendment No. 3 and the incurrence of the 2017 Incremental Revolving Commitments hereunder) (collectively, the “Reaffirmed Documents”). The Borrower acknowledges and agrees that each of the Loan Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall not be impaired or limited by the execution or effectiveness of this Amendment No. 3. |
| (b) | In furtherance of the foregoing Section 7(a), each Loan Party, in its capacity as a Guarantor under the Guaranty to which it is a party (in such capacity, each a “Reaffirming Loan Guarantor”), reaffirms its guarantee of the Secured Obligations under the terms and conditions of such Guaranty and agrees that such Guaranty remains in full force and effect to the extent set forth in such Guaranty and after giving effect to this Amendment No. 3 and the incurrence of the 2017 Incremental Revolving Commitments hereunder, and is hereby ratified, reaffirmed and confirmed. Each Reaffirming Loan Guarantor hereby confirms that it consents to the terms of this Amendment No. 3 and the Amended Credit Agreement and that the principal of, the interest and premium (if any) on, and fees related to, the 2017 Incremental Revolving Commitments constitute “Secured Obligations” under the Loan Documents. Each Reaffirming Loan Guarantor hereby (i) acknowledges and agrees that the Guaranty and each of the Loan Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall not be impaired or limited by the execution or effectiveness of this Amendment No. 3, (ii) acknowledges and agrees that it will continue to guarantee to the fullest extent possible in accordance with the Loan Documents the payment and performance of all Secured Obligations under each of the Loan Documents to which it is a party (including all such Secured Obligations as amended, reaffirmed and/or increased pursuant to this Amendment No. 3 and the incurrence of the 2017 Incremental Revolving Commitments hereunder) and (iii) acknowledges, agrees and warrants for the benefit of the Administrative Agent, the Collateral Trustee and each other Secured Party that there are no rights of set-off or counterclaim, nor any defenses of any kind, whether legal, equitable or otherwise, that would enable such Reaffirming Loan Guarantor to avoid or delay timely performance of its obligations under the Loan Documents. |
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| (c) | In furtherance of the foregoing Section 7(a), Gibraltar Holdings and each of the Loan Parties that is party to any Security Document, in its capacity as a “grantor”, “pledgor” or other similar capacity under such Security Document (in such capacity, each a “Reaffirming Grantor”), hereby acknowledges that it has reviewed and consents to the terms and conditions of this Amendment No. 3 and the transactions contemplated hereby, including the extension of credit in the form of the 2017 Incremental Revolving Commitments hereunder. In addition, each Reaffirming Grantor reaffirms the security interests granted by such Reaffirming Grantor under the terms and conditions of the Security Documents (in each case, to the extent a party thereto) to secure the Secured Obligations (including all such Secured Obligations as amended, reaffirmed and/or increased pursuant to this Amendment No. 3 and the incurrence of the 2017 Incremental Revolving Commitments hereunder) and agrees that such security interests remain in full force and effect and are hereby ratified, reaffirmed and confirmed. Each Reaffirming Grantor hereby (i) confirms that each Security Document to which it is a party or is otherwise bound and all Collateral encumbered thereby will continue to secure, to the fullest extent possible in accordance with the Security Documents, the payment and performance of the Secured Obligations (including all such Secured Obligations as amended, reaffirmed and/or increased pursuant to this Amendment No. 3 and the incurrence of the 2017 Incremental Revolving Commitments hereunder), including without limitation the payment and performance of all such applicable Secured Obligations that are joint and several obligations of each Guarantor and each Reaffirming Grantor now or hereafter existing, in each case pursuant to the terms of the Security Documents such Reaffirming Grantor is a party to, (ii) confirms its respective grant to the Collateral Trustee for the benefit of the Secured Parties of the security interest in and continuing Lien on all of such Reaffirming Grantor’s right, title and interest in, to and under all Collateral to which such Reaffirming Grantor granted a security interest in and a continuing Lien on pursuant to the terms of the Security Documents to which such Reaffirming Grantor is party to, in each case whether now owned or existing or hereafter acquired or arising and wherever located, as collateral security for the prompt and complete payment and performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise, of all applicable Secured Obligations (including all such Secured Obligations as amended, reaffirmed and/or increased pursuant to this Amendment No. 3 and the incurrence of the 2017 Incremental Revolving Commitments hereunder), subject to the terms contained in the applicable Loan Documents and (iii) confirms its respective pledges, grants of security interests and other obligations, as applicable, under and subject to the terms of each of the Security Documents to which it is a party. |
| (d) | Gibraltar Holdings and each Guarantor (other than the Borrower) acknowledges and agrees that (i) it is not required by the terms of the Credit Agreement or any other Loan Document to consent to this Amendment No. 3 and (ii) nothing in the Credit Agreement, this Amendment No. 3 or any other Loan Document shall be deemed to require the consent of Gibraltar Holdings or such Guarantor to any future amendment, consent or waiver of the terms of the Credit Agreement. |
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| (e) | As promptly as practical but in no event later than January 15, 2018, subject to extension by the Administrative Agent in its sole discretion, the Borrower and applicable Guarantors shall take the actions specified in Sections 3.8(d)(1)-(3) of the Collateral Trust Agreement. |
| (f) | As promptly as practical but in no event later than December 18, 2017, subject to extension by the Administrative Agent in its sole discretion, Gibraltar Holdings shall execute and deliver a deed of confirmation, in form and substance reasonably satisfactory to the Administrative Agent. |
SECTION 8. MISCELLANEOUS PROVISIONS.
| (a) | Ratification. This Amendment No. 3 is limited to the matters specified herein and shall not constitute acceptance or waiver, or, to the extent not expressly set forth herein, an amendment or modification, of any other provision of the Credit Agreement or any other Loan Document. Nothing herein contained shall be construed as a substitution or novation of the obligations outstanding under the Credit Agreement or any other Loan Document or instruments securing the same, which shall remain in full force and effect as modified hereby or by instruments executed concurrently herewith, and each of the parties hereto acknowledges and agrees that the terms of this Amendment No. 3 constitute an amendment of the terms of pre-existing Indebtedness and the related agreement, as evidenced by the Amended Credit Agreement. |
| (b) | Governing Law; Submission to Jurisdiction, Consent to Service of Process, Waiver of Jury Trial, Etc. Sections 10.14 and 10.15 of the Credit Agreement are incorporated by reference herein as if such Sections appeared herein, mutatis mutandis. |
| (c) | Severability. Section 10.12 of the Credit Agreement is incorporated by reference herein as if such Section appeared herein, mutatis mutandis. |
| (d) | Counterparts; Headings. This Amendment No. 3 may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page of this Amendment No. 3 by telecopy or other electronic imaging means (i.e., “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart of this Amendment No. 3. Article and Section headings used herein are included for convenience of reference only, shall not constitute a part hereof, shall not be given any substantive effect and shall not affect the interpretation of this Amendment No. 3. |
| (e) | Notice. For purposes of the Credit Agreement, the initial notice address of each 2017 Incremental Revolving Lender shall be as set forth on Schedule 1 hereto. |
| (f) | Recordation of 2017 Incremental Revolving Commitments. On the Amendment No. 3 Effective Date, the Administrative Agent will record in the Register the 2017 Incremental Revolving Commitments made hereunder by the 2017 Incremental Revolving Lenders as “Incremental Revolving Commitments” under the 2017 Incremental Revolving Facility. |
12
| (g) | Amendment, Modification and Waiver. This Amendment No. 3 may not be amended nor may any provision hereof be waived except pursuant to a writing signed by each of the parties hereto. |
[Remainder of page intentionally blank; signatures begin next page]
13
IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 3 to be duly executed by their respective authorized officers as of the date first above written.
| PEABODY ENERGY CORPORATION, as Borrower | ||
| By: | /s/ Xxxxxx X. Xxxxxxx, Xx. | |
| Name: | Xxxxxx X. Xxxxxxx, Xx. | |
| Title: | Senior Vice President, Finance | |
[Signature Page to Amendment No. 3 to Credit Agreement]
| 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 |
| BIG RIDGE, INC. |
| BTU WESTERN RESOURCES, INC. |
| COALSALES II, LLC |
| CONSERVANCY RESOURCES, LLC |
| EL SEGUNDO COAL COMPANY, LLC |
| HAYDEN GULCH TERMINAL, LLC |
| HILLSIDE RECREATIONAL LANDS, LLC |
| XXXXX RIVER COAL TERMINAL, LLC |
| KAYENTA MOBILE HOME PARK, INC. |
| KENTUCKY UNITED COAL, LLC |
| MOFFAT COUNTY MINING, LLC |
| NEW MEXICO COAL RESOURCES, LLC |
| PEABODY AMERICA, LLC |
| 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 COLORADO OPERATIONS, LLC |
| PEABODY COLORADO SERVICES, LLC |
| PEABODY COULTERVILLE MINING, LLC |
| PEABODY DEVELOPMENT COMPANY, LLC |
| PEABODY ELECTRICITY, LLC |
| PEABODY EMPLOYMENT SERVICES, LLC |
| PEABODY GATEWAY NORTH MINING, LLC |
| By: | /s/ Xxxxxx X. Xxxxxxx, Xx. | |
| Name: Xxxxxx X. Xxxxxxx, Xx. | ||
| Title: Senior Vice President, Finance |
[Signature Page to Amendment No. 3 to Credit Agreement]
| 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 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 |
| XXXXXXX XXXXX MOUNTAIN MANAGEMENT SERVICES, LLC |
| XXXXXXX XXXXX MOUNTAIN SERVICES, LLC |
| PEABODY SCHOOL CREEK MINING, LLC |
| PEABODY SERVICES HOLDINGS, LLC |
| PEABODY TERMINALS, LLC |
| PEABODY VENEZUELA COAL CORP. |
| PEABODY VENTURE FUND, LLC |
| PEABODY WILD BOAR MINING, LLC |
| PEABODY WILD BOAR SERVICES, LLC |
| PEABODY XXXXXXXX FORK MINING, LLC |
| PEABODY WYOMING SERVICES, LLC |
| PEABODY-WATERSIDE DEVELOPMENT, L.L.C. |
| PEC EQUIPMENT COMPANY, LLC |
| SAGE CREEK LAND & RESERVES, LLC |
| SHOSHONE COAL CORPORATION |
| TWENTYMILE COAL, LLC |
| By: | /s/ Xxxxxx X. Xxxxxxx, Xx. | |
| Name: Xxxxxx X. Xxxxxxx, Xx. | ||
| Title: Senior Vice President, Finance |
[Signature Page to Amendment No. 3 to Credit Agreement]
| PEABODY INTERNATIONAL HOLDINGS, LLC | ||
| By: Peabody Investments Corp., as its sole member | ||
| By: | /s/ Xxxxxx X. Xxxxxxx, Xx. | |
| Name: Xxxxxx X. Xxxxxxx, Xx. | ||
| Title: Senior Vice President, Finance | ||
| PEABODY IC FUNDING CORP. | ||
| By: | /s/ Xxxxxx X. Xxxxxxx, Xx. | |
| Name: Xxxxxx X. Xxxxxxx, Xx. | ||
| Title: President | ||
| BIG SKY COAL COMPANY | ||
| By: | /s/ Xxxxx X. Xxxx | |
| Name: Xxxxx X. Xxxx | ||
| Title: President | ||
| PEABODY SAGE CREEK MINING, LLC | ||
| SAGE CREEK HOLDINGS, LLC | ||
| By: | /s/ Xxxx X. Xxxxxx | |
| Name: Xxxx X. Xxxxxx | ||
| Title: President | ||
| PEABODY TWENTYMILE MINING, LLC | ||
| By: | /s/ Xxxxxxx X. Xxxxxxx | |
| Name: Xxxxxxx X. Xxxxxxx | ||
| Title: President | ||
[Signature Page to Amendment No. 3 to Credit Agreement]
| PEABODY WESTERN COAL COMPANY SENECA PROPERTY, LLC UNITED MINERALS COMPANY, LLC | ||
| By: | /s/ Xxxxxx X. Xxxxx | |
| Name: Xxxxxx X. Xxxxx | ||
| Title: Vice President | ||
| SENECA COAL COMPANY, LLC | ||
| By: | /s/ Xxxxxxx X. Xxxx | |
| Name: Xxxxxxx X. Xxxx | ||
| Title: President | ||
[Signature Page to Amendment No. 3 to Credit Agreement]
| Executed as a Deed by |
| Peabody Holdings (Gibraltar) Limited acting by: |
| /s/ Xxxxxx X. Xxxxxxxxx |
| Director |
| For and on behalf of Abacus (Gibraltar) Limited |
| /s/ Xxxxx Xxxxxxx |
|
Director/Secretary |
| For and on behalf of Abacus Secretaries (Gibraltar) Limited |
[Signature Page to Amendment No. 3 to Credit Agreement]
| DEUTSCHE BANK AG NEW YORK BRANCH, as a 2017 Incremental Revolving Lender | ||
| By | /s/ Xxxxxx Xxxxxxxxxx | |
| Name: Xxxxxx Xxxxxxxxxx | ||
| Title: Director | ||
| By |
/s/ Xxxxx Xxxxxxx | |
| Name: Xxxxx Xxxxxxx | ||
| Title: Director | ||
[Signature Page to Amendment No. 3 to Credit Agreement]
| BANK OF AMERICA, N.A., as a 2017 Incremental Revolving Lender | ||
| By | /s/ Xxxxxxxxxxx XxXxxxx | |
| Name: Xxxxxxxxxxx XxXxxxx | ||
| Title: Director | ||
[Signature Page to Amendment No. 3 to Credit Agreement]
| BANK OF AMERICA, N.A., as a 2017 L/C Issuer | ||
| By | /s/ Xxxxxxxxxxx XxXxxxx | |
| Name: Xxxxxxxxxxx XxXxxxx | ||
| Title: Director | ||
[Signature Page to Amendment No. 3 to Credit Agreement]
| XXXXXXX XXXXX BANK USA, as Administrative Agent | ||
| By | /s/ Xxxxxxx Xxxxxx | |
| Name: Xxxxxxx Xxxxxx | ||
| Title: Authorized Signatory | ||
[Signature Page to Amendment No. 3 to Credit Agreement]
SCHEDULE 1
| 2017 Incremental Revolving Lenders |
2017 Incremental Revolving Commitments |
Notice address | ||||
| Deutsche Bank AG New York Branch |
$ | 50,000,000 | 0000 Xxxx Xxxxxxx Xxxxxxxxxxxx, XX 00000 Attention: Xxxxxxxx X Xxxxxxxxx Email: xxxxxxxx-xxxxxxxxxx.xxxxxxxxx@xx.xxx; Xxxx.xxxxx-Xx@xx.xxx Ph: x00 000 0000000 Fax: (000) 000 0000 | |||
| Bank of America, N.A. |
$ | 30,000,000 | Xxx Xxxxxx Xxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Attention: Xxxxx XxXxxxx Email: xxxxxxxxxxx.xxxxxxx@xxxxxxxxxxxxx.xxx Ph: 000-000-0000 Fax: 000-000-0000 | |||
|
|
|
|||||
| TOTAL |
$ | 80,000,000 | ||||
|
|
|
|||||
SCHEDULE 2
| 2017 L/C Issuers |
L/C Issuance Limit | |||
| Bank of America, N.A. |
$ | 30,000,000 | ||
|
|
|
|||
| TOTAL |
$ | 30,000,000 | ||
|
|
|
|||
SCHEDULE 3
| Incremental Revolving Lenders |
Incremental Revolving Commitments |
Applicable Percentage |
||||||
| Xxxxxxx Xxxxx Bank USA |
$ | 55,000,000 | 15.714285714 | % | ||||
| JPMorgan Chase Bank, N.A. |
$ | 50,000,000 | 14.285714286 | % | ||||
| Credit Suisse AG, Cayman Islands Branch |
$ | 50,000,000 | 14.000000000 | % | ||||
| Bank of Montreal, Chicago Branch |
$ | 50,000,000 | 14.000000000 | % | ||||
| Deutsche Bank AG New York Branch |
$ | 50,000,000 | 14.285714286 | % | ||||
| Bank of America, N.A. |
$ | 30,000,000 | 8.571428571 | % | ||||
| Macquarie Bank Limited |
$ | 25,000,000 | 7.142857143 | % | ||||
| Regions Bank |
$ | 25,000,000 | 7.142857143 | % | ||||
| Commerce Bank |
$ | 15,000,000 | 4.285714286 | % | ||||
|
|
|
|
|
|||||
| TOTAL |
$ | 350,000,000 | 100 | % | ||||
|
|
|
|
|
|||||
SCHEDULE 6(e)
| NO. |
OWNER NAME |
STREET ADDRESS |
CITY |
COUNTY |
STATE |
ZIP CODE |
COMMENTS | |||||||
| 1 | AMERICAN LAND HLDGS OF INDIANA, LLC | 0000 X XXXXXX XXXX 000 X | XXXXXXXX | XXXXXXXX | XX | 00000-0000 | CERTIFIED BY LEGALS CEN PT NW SW 8-6-8 20.25 ACRES | |||||||
| 2 | AMERICAN LAND HLDGS OF INDIANA, LLC | 0000 X XXXXXX XXXX 000 X | XXXXXXXX | XXXXXXXX | XX | 00000-0000 | CERTIFIED BY LEGALS PT W1/2 NW .81AC 32-7-8 | |||||||
| 3 | AMERICAN LAND HLDGS OF INDIANA, LLC | 0000 X XXXXXX XXXX 000 X | XXXXXXXX | XXXXXXXX | XX | 00000-0000 | CERTIFIED BY LEGALS SW NE 19-6-8 48.88AC | |||||||
| 4 | AMERICAN LAND HLDGS OF INDIANA, LLC | 0000 X XXXXXX XXXX 000 X | XXXXXXXX | XXXXXXXX | XX | 00000-0000 | CERTIFIED BY LEGALS PT SW COR SE NW 1.38 ac, CEN PT SE NW .62 ac | |||||||
| 5 | AMERICAN LAND HLDGS OF INDIANA, LLC | 0000 X XXXXXX XXXX 000 X | XXXXXXXX | XXXXXXXX | XX | 00000 | CERTIFIED BY LEGALS PT N1/2 SW FRL 7.8AC, N SIDE W END S1/2 S1/2 54AC, FRL N1/2 | |||||||
| 6 | AMERICAN LAND HLDGS OF INDIANA, LLC | 0000 X XXXXXX XXXX 000 X | XXXXXXXX | XXXXXXXX | XX | 00000-0000 | CERTIFIED BY LEGALS 18-7-8 21.72 ACRES PT NW NW | |||||||
| 7 | AMERICAN LAND HLDGS OF INDIANA, LLC | 0000 X XXXXXX XXXX 000 X | XXXXXXXX | XXXXXXXX | XX | 00000-0000 | CERTIFIED BY LEGALS 00-0-0 0XX XX XXX XX XX | |||||||
| 8 | AMERICAN LAND HLDGS OF INDIANA, LLC | 0000 X XXXXXX XXXX 000 X | XXXXXXXX | XXXXXXXX | XX | 00000-0000 | CERTIFIED BY LEGALS IN N PT E 1/2 NW 8.25 ACRES, N CEN PT E 1/2 NW 6.00 ACRES, | |||||||
| 9 | AMERICAN LAND HLDGS OF INDIANA, LLC | 0000 X XXXXXX XXXX 000 X | XXXXXXXX | XXXXXXXX | XX | 00000-0000 | CERTIFIED BY LEGALS, PT SE SW 29-7-8 5.01 ACRES | |||||||
| 00 | XXXXXXXX XXXX XXXXX XX XXXXXXX, LLC | 0000 X XXXXXX XXXX 000 X | XXXXXXXX | XXXXXXXX | XX | 00000-0000 | CERTIFIED BY LEGALS PT E 1/2 NW 61.00 ACRES, N CEN PT E 1/2 NW 2.25 ACRES, PT SW | |||||||
| 11 | AMERICAN LAND HLDGS OF INDIANA, LLC | 0000 X XXXXXX XXXX 000 X | XXXXXXXX | XXXXXXXX | XX | 00000-0000 | CERTIFIED BY LEGALS PT N END W1/2 SE 1.26AC 19-7-8 | |||||||
| 12 | AMERICAN LAND HLDGS OF INDIANA, LLC | 0000 X XXXXXX XXXX 000 X | XXXXXXXX | XXXXXXXX | XX | 00000-0000 | CERTIFIED BY LEGALS 00-0-0 0XX XX XX XX | |||||||
| 13 | AMERICAN LAND HLDGS OF INDIANA, LLC | 0000 X XXXXXX XXXX 000 X | XXXXXXXX | XXXXXXXX | XX | 00000-0000 | CERTIFIED BY LEGALS 00-0-0 0.00XX XX XX XX | |||||||
| 14 | AMERICAN LAND HLDGS OF INDIANA, LLC | 0000 X XXXXXX XXXX 000 X | XXXXXXXX | XXXXXXXX | XX | 00000-0000 | CERTIFIED BY PARCEL 00-0-0 0XX XX XX XX | |||||||
| 15 | AMERICAN LAND HLDGS OF INDIANA, LLC | 0000 X XXXXX XXXX 000 |
XXXXXX | XXXXXXXX | XX | 00000-0000 | CERTIFIED BY LAT & LONG PROVIDED BY THE CUSTOMER ( N39°02’56” W87°15’39” ) | |||||||
| 00 | XXXXXXXX XXXX XXXXX XX XXXXXXX, LLC | 0000 X XXXXX XXXX 000 |
XXXXXX | XXXXXXXX | XX | 00000-0000 | CERTIFIED BY LEGAL 14-7-8 PT NE NE 3.25 ACRES | |||||||
| 00 | XXXXXXXX XXXX XXXXX XX XXXXXXX, LLC | 0000 X XXXXXX XXXX 000 X | XXXXXXXX | XXXXXXXX | XX | 00000-0000 | CERTIFIED BY XXXXX XXX XX X XX XX 00xx 04-06-08 24.000 | |||||||
| 00 | XXXXXXXX XXXX XXXXX XX XXXXXXX, LLC | 0000 X XXXXXX XXXX 000 X | XXXXXXXX | XXXXXXXX | XX | 00000-0000 | CERTIFIED BY LAT & LONG PROVIDED BY THE CUSTOMER ( N39°02’49” W87°20’38” ) | |||||||
| 19 | AMERICAN LAND HLDGS OF INDIANA, LLC | 0000 X XXXXXX XXXX 000 X | XXXXXXXX | XXXXXXXX | XX | 00000-0000 | CERTIFIED BY LEGALS | |||||||
| 00 | XXXXXXXX XXXX XXXXX XX XXXXXXX, LLC | 0000 X XXXXXX XXXX 000 X | XXXXXXXX | XXXXXXXX | XX | 00000-0000 | CERTIFIED BY LEGALS | |||||||
| 00 | XXXXXXXX XXXX XXXXX XX XXXXXXX, LLC | 0000 X XXXXXX XXXX 000 X | XXXXXXXX | XXXXXXXX | XX | 00000-0000 | CERTIFIED BY LEGALS | |||||||
| 00 | XXXXXXXX XXXX XXXXX XX XXXXXXX, LLC | 0000 X XXXXXX XXXX 000 X | XXXXXXXX | XXXXXXXX | XX | 00000-0000 | CERTIFIED BY LEGALS | |||||||
2
| 23 | AMERICAN LAND HLDGS OF INDIANA, LLC | 0000 X XXXXXX XXXX 000 X | XXXXXXXX | XXXXXXXX | XX | 00000-0000 | CERTIFIED BY LEGALS 13-7-9 .78AC PT N SIDE SE N | |||||||
| 24 | AMERICAN LAND HLDGS OF INDIANA, LLC | 0000 X XXXXXX XXXX 000 X | XXXXXXXX | XXXXXXXX | XX | 00000-0000 | CERTIFIED BY LEGALS 00-0-0 0.000XX XX X XXXX XX XX | |||||||
| 25 | AMERICAN LAND HLDGS OF INDIANA, LLC | 0000 X XXXXXX XXXX 000 X | XXXXXXXX | XXXXXXXX | XX | 00000-0000 | CERTIFIED BY LEGAL 13-7-9 30AC PT SW NE | |||||||
| 26 | AMERICAN LAND HLDGS OF INDIANA, LLC | 0000 X XXXXXX XXXX 000 X | XXXXXXXX | XXXXXXXX | XX | 00000-0000 | CERTIFIED BY LEAGLS PT NW SE 13-7-9 2.15AC | |||||||
| 27 | AMERICAN LAND HLDGS OF INDIANA, LLC | 0000 X XXXXXX XXXX 000 X | XXXXXXXX | XXXXXXXX | XX | 00000-0000 | CERTIFIED BY LEGAL 13-7-9 37.85AC NW SE | |||||||
| 28 | AMERICAN LAND HLDGS OF INDIANA, LLC | 0000 X XXXXXX XXXX 000 X | XXXXXXXX | XXXXXXXX | XX | 00000-0000 | CERTIFIED BY LEGALS PT N1/2 NW 1.75AC 30-7-8 | |||||||
| 29 | AMERICAN LAND HLDGS OF INDIANA, LLC | 0000 X XXXXXX XXXX 000 X | XXXXXXXX | XXXXXXXX | XX | 00000 | CERTIFIED BY LEGALS, 13-7-9 5.256AC N SIDE SE NE | |||||||
| 30 | AMERICAN LAND HLDGS OF INDIANA, LLC | 0000 X XXXXXX XXXX 000 X | XXXXXXXX | XXXXXXXX | XX | 00000-0000 | CERTIFIED BY LEGAL 00-0-0 XX XX 40 ACRES | |||||||
| 31 | AMERICAN LAND HLDGS OF INDIANA, LLC | 0000 X XXXXXX XXXX 000 X | XXXXXXXX | XXXXXXXX | XX | 00000-0000 | CERTIFIED BY LEGALS , 18-7-8 2.00 ACRES SE COR SE NW | |||||||
| 32 | AMERICAN LAND HLDGS OF INDIANA, LLC | 0000 X XXXXXX XXXX 000 X | XXXXXXXX | XXXXXXXX | XX | 00000-0000 | CERTIFIED BY LEGALS , 13-7-9 5AC PT SW NE | |||||||
| 33 | AMERICAN LAND HLDGS OF INDIANA, LLC | 0000 X XXXXXX XXXX 000 X | XXXXXXXX | XXXXXXXX | XX | 00000-0000 | CETIFIED BY LEGALS, 00-0-0 XX X0/0 XX XX 0XX | |||||||
| 34 | AMERICAN LAND HLDGS OF INDIANA, LLC | 0000 X XXXXXX XXXX 000 X | XXXXXXXX | XXXXXXXX | XX | 00000-0000 | CERTIFIED BY LEGALS, 00-0-0 00.00XX XX X0/0 XX XX | |||||||
3
| 35 | AMERICAN LAND HLDGS OF INDIANA, LLC | 0000 X XXXXXX XXXX 000 X | XXXXXXXX | XXXXXXXX | XX | 00000-0000 | CERTIFIED BY LEGALS, SE SE 8-6-8 35.00 ACRES | |||||||
| 36 | AMERICAN LAND HLDGS OF INDIANA, LLC | 0000 X XXXXXX XXXX 000 X | XXXXXXXX | XXXXXXXX | XX | 00000-0000 | CERTIFIED BY LEGALS PT NW NE 3.284AC 19-6-8 | |||||||
| 37 | AMERICAN LAND HLDGS OF INDIANA, LLC | 0000 X XXXXXX XXXX 000 X | XXXXXXXX | XXXXXXXX | XX | 00000-0000 | CERTIFIED BY LEGAL 18-7-8 5.00 ACRES PT SW NW | |||||||
| 38 | AMERICAN LAND HLDGS OF INDIANA, LLC | 0000 X XXXXXX XXXX 000 X | XXXXXXXX | XXXXXXXX | XX | 00000 | CERTIFIED BY LEGAL NW NW + 5-6-8 40.00 ACRES | |||||||
| 39 | AMERICAN LAND HLDGS OF INDIANA, LLC | 0000 X XXXXXX XXXX 000 X | XXXXXXXX | XXXXXXXX | XX | 00000-0000 | CERTIFIED BY LEGAL PT S END E1/2 SW 19-7-8 1AC | |||||||
| 40 | AMERICAN LAND HLDGS OF INDIANA, LLC | 0000 X XXXXXX XXXX 000 X | XXXXXXXX | XXXXXXXX | XX | 00000-0000 | CERTIFIED BY LEGALS X0/0 XX XX | |||||||
| 00 | XXXXXXXX XXXX XXXXX XX XXXXXXX, LLC | 0000 X XXXXXX XXXX 000 X | XXXXXXXX | XXXXXXXX | XX | 00000-0000 | CERTIFIED BY LEGALS 10-6-8 15AC IN NE COR SW | |||||||
| 42 | AMERICAN LAND HLDGS OF INDIANA, LLC | 0000 X XXXXXX XXXX 000 X | XXXXXXXX | XXXXXXXX | XX | 00000-0000 | CERTIFIED BY LEGALS PT E 1/2 NE NW 17-6-8 1.50 ACRES | |||||||
| 00 | XXXXXXXX XXXX XXXXX XX XXXXXXX, LLC | 0000 X XXXXXX XXXX 000 X | XXXXXXXX | XXXXXXXX | XX | 00000-0000 | CERTIFIED BY LEGALS W 1/2 NE SW 29-7-8 20.00 ACRES | |||||||
| 00 | XXXXXXXX XXXX XXXXX XX XXXXXXX, LLC | 0000 X XXXXXX XXXX 000 X | XXXXXXXX | XXXXXXXX | XX | 00000-0000 | CERTIFIED BY LEGALS PT NE NE 35.00 ACRES, PT NW NE NW 2.00ACNE NW 38.00 ACRES, W | |||||||
| 45 | AMERICAN LAND HLDGS OF INDIANA, LLC | 0000 X XXXXXX XXXX 000 X | XXXXXXXX | XXXXXXXX | XX | 00000-0000 | CERTIFIED BY LEGALS 19-7-8 4.23 ACRES PT SW NE | |||||||
4
| 46 | AMERICAN LAND HLDGS OF INDIANA, LLC | 0000 X 00 X | XXXXXXXXX | XXXXXX | XX | 00000-0000 | CERTIFIED BY LEGALS PT SW SE 12-2-10 2 AC C-1 | |||||||
| 47 | AMERICAN LAND HLDGS OF INDIANA, LLC | 0000 X 000 X | XXXXXXXXX | XXXXXX | XX | 00000-0000 | CERTIFIED BY LEGALS PT NE SE 13-2-10 3.34 AC C-1 D-7 | |||||||
| 48 | AMERICAN LAND HLDGS OF INDIANA, LLC | 000 X 000 X | XXXXXXXXX | XXXXXX | XX | 00000-0000 | CERTIFIED BY XXXXX XX XX XX 00-0-00 0 XX X-0 X-0 | |||||||
| 49 | AMERICAN LAND HLDGS OF INDIANA, LLC | 00000 X 000 X | XXXXXXX XXXX | XXXXXX | XX | 00000-0000 | CERTIFIED BY LEGAL PT N 32-3-8 1.25 AC D-19 | |||||||
| 50 | AMERICAN LAND HLDGS OF INDIANA, LLC | 11915 E 0000 X | XXXXXXX XXXX | XXXXXX | XX | 00000-0000 | CERTIFIED BY PARCEL PT E SW 31 3 8 5.00 AC D-19 | |||||||
| 51 | AMERICAN LAND HLDGS OF INDIANA, LLC | 12047 E 0000 X | XXXXXXX XXXX | XXXXXX | XX | 00000-0000 | CERTIFIED BY PARCEL PT E SW 31 3 8 6.5083 AC D-19 | |||||||
| 52 | AMERICAN LAND HLDGS OF INDIANA, LLC | 0000 X XXXXXX XXXX 0000X | XXXXXXX XXXX | XXXXXX | IN | 47660 | CERTIFIED BY LEGAL PT E 31-3-8 1.45 AC D-19 | |||||||
| 53 | AMERICAN LAND HLDGS OF INDIANA, LLC | 0000 X 000 X | XXXXXXXXX | XXXXXX | XX | 00000-0000 | CERTIFIED BY LEGAL PT W SE 17-2-9 .60 AC X-0 X-0 | |||||||
| 00 | XXXXXXX XXXXXXX COAL COMPANY | XXX XXXXXXX 000 XXXXXX XXXXX 00 | XXXXXXX | XXXXXX | XX | 00000 | CERTIFIED BY COORDINATES 36.5155555, -110.409027777 | |||||||
| 55 | PEABODY WESTERN COAL COMPANY | 000 XXXXXXXXX XX | XXXXX XXXXXX | XXXXXXXX | XX | 00000 | CERTIFIED BY COORDINATES 35.9523333, -112.147 | |||||||
| 56 | TWENTYMILE COAL, LLC | 00000 XXXXX XXXXXX XX #00 | XXX XXXXX | XXXXX | XX | 00000 | CERTIFIED BY COORDINATES 40.351666, -107.055833 | |||||||
| 57 | SAGE CREEK HOLDINGS, LLC | 00000 XXX 00 | XXX XXXXX | XXXXX | XX | 00000 | CERTIFIED BY STR AND COORDINATES 40.426, -107.126 XX/0 XX/0 XXXXXXX 0, X0X, X00X XXXXX XXXXXX, XX | |||||||
0
| 00 | XXXXXXX XXXXXX MINING, LLC | 000 XXXX XXXX XX | XXXXXXXX | XXXXXX | XX | 00000-0000 | CERTIFIED BY COORDINATES 37.763611, -88.3888 | |||||||
| 00 | XXXXXXX XXXXXX MINING, LLC | 000 XXXX XXXX XX | XXXXXXXX | XXXXXX | XX | 00000-0000 | COORDINATES 37.762729, -88.389245 | |||||||
| 00 | XXXXXXX XXXXXX MINING, LLC | 000 XXXXXXX XX | XXXXXXXX | XXXXXX | XX | 00000-0000 | CERTIFIED BY COORDINATES 37.775, -88.391944 | |||||||
| 00 | XXXXXXXX XXXX XXXXXXXX XX XXXXXXXX, LLC | 00000 XXXXX XX | XXXXXXXXXXXX | XXXXXXXX | XX | 00000-0000 | CERTIFIED BY CORDINATES - 38.165985, -89.639818, | |||||||
| 00 | XXXXXXXX XXXX XXXXXXXX XX XXXXXXXX, LLC | 00000 XXXXX XXXXX 00 | XXXXXXXXXXXX | XXXXXXXX | XX | 00000-0000 | CERTIFIED BY COORDINATES 38.18805555, -89.62055555 | |||||||
| 00 | XXXXXXXX XXXX XXXXXXXX XX XXXXXXX, LLC | 0000 X XXXXXX XXXX 000 X | XXXXXXXX | XXXXXXXX | XX | 00000-0000 | CERTIFIED BY COORDINATES 38.995, -87.27777 | |||||||
| 00 | XXXXXXXX XXXX XXXXXXXX XX XXXXXXX, LLC | 0000 X 000 X | XXXXXXXXX | XXXXXX | XX | 00000 | 38.339166, -87.416388 | |||||||
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| 00 | PEABODY CABALLO MINING, LLC | 0000 XXXXXX XX | XXXXXXXX | XXXXXXXX | XX | 00000-0000 | CERTIFIED BY COORDINATES PROVIDED BY CUSTOMER: 44.120833, -105.345 | |||||||
| 73 | PEABODY CABALLO MINING, LLC | 00000 XXXXX XXXXXXX 00 X | XXXXXXXX | XXXXXXXX | XX | 00000-0000 | CERTIFIED BY LEGAL 44.40555, -105.458333 | |||||||
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0
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11
