FIRST AMENDED AND RESTATED RECEIVABLES FINANCING AGREEMENT Dated as of August 30, 2016 by and among FORESIGHT RECEIVABLES LLC, as Borrower, THE PERSONS FROM TIME TO TIME PARTY HERETO, as Lenders, as Group Agents and LC Participants, PNC BANK, NATIONAL...Receivables Financing Agreement • September 6th, 2016 • Foresight Energy LP • Bituminous coal & lignite mining • New York
THIS FIRST AMENDED AND RESTATED RECEIVABLES FINANCING AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) is entered into as of August 30, 2016 by and among the following parties:
THIRD AMENDED AND RESTATED CREDIT AGREEMENT dated as of August 12, 2010 last amended and restated as of August 30, 2016 among FORESIGHT ENERGY LLC, as Borrower, CITIBANK, N.A., as Administrative Agent, Collateral Agent and Swing Line Lender, each L/C...Credit Agreement • September 6th, 2016 • Foresight Energy LP • Bituminous coal & lignite mining • New York
This THIRD AMENDED AND RESTATED CREDIT AGREEMENT (“Agreement”) is entered into as of August 30, 2016, among FORESIGHT ENERGY LLC, a Delaware limited liability company (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), CITIBANK, N.A., as Administrative Agent, Collateral Agent and Swing Line Lender, and each L/C Issuer from time to time party hereto.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 6th, 2016 • Foresight Energy LP • Bituminous coal & lignite mining • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of August 30, 2016, by and between Foresight Energy LP, a Delaware limited partnership (the “Partnership”) and Murray Energy Corporation, an Ohio corporation (“MEC”).
SEVENTH AMENDMENT TO CREDIT AGREEMENT, THIRD AMENDMENT TO GUARANTY, AND WAIVER (SUGAR CAMP ENERGY, LLC)Credit Agreement • September 6th, 2016 • Foresight Energy LP • Bituminous coal & lignite mining • New York
This CREDIT AGREEMENT, dated as of January 5, 2010 (this “Agreement”), among SUGAR CAMP ENERGY, LLC, a Delaware limited liability company (“Borrower”), the LENDERS FROM TIME TO TIME PARTIES HERETO, CALYON NEW YORK BRANCH, as the administrative agent for the Lenders (in such capacity, together with its successors appointed pursuant to Section 11.7, “Administrative Agent”), and CALYON DEUTSCHLAND NIEDERLASSUNG EINER FRANZÖSISCHEN SOCIETÉ ANONYME, in its capacity as the agent for Hermes (in such capacity, together with its successors appointed pursuant to Section 11.7, “Hermes Agent”).
AMENDMENT AGREEMENTCredit Agreement • September 6th, 2016 • Foresight Energy LP • Bituminous coal & lignite mining • New York
This AMENDMENT AGREEMENT, dated as of August 30, 2016 (this “Amendment”), to the Original Credit Agreement (as defined below), is entered into by and among FORESIGHT ENERGY LLC, a Delaware limited liability company (the “Borrower”), certain subsidiaries of the Borrower signatory hereto as Subsidiary Guarantors, FORESIGHT ENERGY LP, a Delaware limited partnership and the owner of 100% of the Equity Interests of the Borrower (the “MLP”, and together with the Borrower and the Subsidiary Guarantors, collectively the “Credit Parties”), each of the Lenders (as defined below) party hereto and CITIBANK, N.A., as Administrative Agent and Collateral Agent (the “Agent”). Capitalized terms not otherwise defined in this Amendment have the same meanings as specified in the Third Amended and Restated Credit Agreement as defined below.
FORESIGHT ENERGY LLC, FORESIGHT ENERGY FINANCE CORPORATION, THE GUARANTORS PARTY HERETO AND WILMINGTON SAVINGS FUND SOCIETY, FSB, AS TRUSTEE Indenture Dated as of August 30, 2016 Senior Secured Second Lien PIK Notes due 2021Indenture • September 6th, 2016 • Foresight Energy LP • Bituminous coal & lignite mining • New York
Reference is hereby made to the Indenture dated as of August 30, 2016, (the “Indenture”), among Foresight Energy LLC, a Delaware corporation (the “Company”), Foresight Energy Finance Corporation, a Delaware corporation (“Co-Issuer,” and, together with the Company, the “Issuers “), the guarantors party thereto (collectively, the “Guarantors”), and Wilmington Savings Fund Society, FSB, as trustee (the “Trustee”). Capitalized terms used but not defined herein shall have the meanings given them in the Indenture.
FIRST AMENDMENT TO FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF FORESIGHT ENERGY LPFirst Amended and Restated Agreement of Limited Partnership • September 6th, 2016 • Foresight Energy LP • Bituminous coal & lignite mining • Delaware
THIS FIRST AMENDMENT TO FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF FORESIGHT ENERGY LP, dated as of August 30, 2016 (this “Amendment”), is entered into by Foresight Energy GP LLC, a Delaware limited liability company and the General Partner of the Partnership, pursuant to the authority granted to the General Partner in Section 13.1 of the First Amended and Restated Agreement of Limited Partnership of the Partnership, dated as of June 23, 2014 (the “Partnership Agreement”). Capitalized terms used but not defined herein are used as defined in the Partnership Agreement.
INDEFEASIBLE ASSIGNMENT OF MINIMUM ROYALTIES UNDER COAL LEASESIndefeasible Assignment of Minimum Royalties • September 6th, 2016 • Foresight Energy LP • Bituminous coal & lignite mining
THIS INDEFEASIBLE ASSIGNMENT OF MINIMUM ROYALTIES UNDER COAL LEASES (“Assignment”) is made and entered into as of the 30th day of August, 2016 (“Effective Date”) by and between Colt LLC (“Assignor”) and Murray American Coal, Inc. (“Assignee”). Each of Assignor and Assignee are sometimes referred to individually herein as a “Party” and together as the “Parties”.
COLLATERAL TRUST AND INTERCREDITOR AGREEMENT dated as of August 30, 2016 among FORESIGHT ENERGY LLC, THE OTHER GRANTORS FROM TIME TO TIME PARTY HERETO, WILMINGTON SAVINGS FUND SOCIETY, FSB, as Second Lien Notes Trustee, WILMINGTON TRUST, NATIONAL...Collateral Trust and Intercreditor Agreement • September 6th, 2016 • Foresight Energy LP • Bituminous coal & lignite mining • New York
This COLLATERAL TRUST AND INTERCREDITOR AGREEMENT (this “Agreement”), dated as of August 30, 2016, is by and among FORESIGHT ENERGY LLC, a Delaware limited liability company (the “Company”), FORESIGHT ENERGY FINANCE CORPORATION, a Delaware corporation (together with the Company, the “Issuers”), the other Grantors from time to time party hereto, WILMINGTON SAVINGS FUND SOCIETY, FSB, as trustee under the Second Lien Notes Indenture (as defined below) (in such capacity and together with it successors in such capacity, the “Second Lien Notes Trustee”), WILMINGTON TRUST, NATIONAL ASSOCIATION, as trustee under the Exchangeable PIK Notes Indenture (as defined below) (in such capacity and together with its successors in such capacity, the “Exchangeable PIK Notes Trustee”), each additional Secured Representative (as defined below) that executes and delivers a Joinder Agreement (as defined below), and WILMINGTON SAVINGS FUND SOCIETY, FSB, as collateral agent (in such capacity and together with i
SECOND LIEN PLEDGE AND SECURITY AGREEMENT dated as of August 30, 2016, by FORESIGHT ENERGY LLC, as a Grantor, and EACH OF THE OTHER GRANTORS PARTY HERETO, in favor of WILMINGTON SAVINGS FUND SOCIETY, FSB, as Collateral AgentSecond Lien Pledge and Security Agreement • September 6th, 2016 • Foresight Energy LP • Bituminous coal & lignite mining • New York
This SECOND LIEN PLEDGE AND SECURITY AGREEMENT, dated as of August 30, 2016 (this “Agreement”), by Foresight Energy LLC (the “Company”), Foresight Energy Finance Corporation (the “Co-Issuer” and, together with the Company, the “Issuers”), each of the subsidiaries of the Company (other than the Co-Issuer) party hereto from time to time, whether as an original signatory hereto or as an Additional Grantor (as herein defined) (together with the Issuers, the “Grantors”), in favor of Wilmington Savings Fund Society, FSB, as collateral agent for the Secured Parties (as herein defined) (in such capacity, together with its successors and permitted assigns, the “Collateral Agent”. Capitalized terms used herein have the meanings set forth for such term in Section 1.
PARENT GUARANTY Dated as of August 30, 2016 From FORESIGHT ENERGY LP as Guarantor in favor of THE SECURED PARTIES REFERRED TO IN THE CREDIT AGREEMENT REFERRED TO HEREINParent Guaranty • September 6th, 2016 • Foresight Energy LP • Bituminous coal & lignite mining • New York
PARENT GUARANTY dated as of August 30, 2016, made by FORESIGHT ENERGY LP, a Delaware limited partnership, (the “Guarantor”), in favor of the Secured Parties (as defined in the Credit Agreement referred to below) (the “Guaranty”).
INTERCREDITOR AGREEMENT (SECURITIZATION)Intercreditor Agreement • September 6th, 2016 • Foresight Energy LP • Bituminous coal & lignite mining • New York
THIS INTERCREDITOR AGREEMENT (SECURITIZATION), dated as of August 30, 2016 (this “Agreement”), is executed and delivered by Citibank, N.A., a national banking association, as administrative agent and as collateral agent under the Credit Agreement referred to below (in such capacity together with its successors and assigns, the “First Lien Agent”), Wilmington Savings Fund Society, FSB, as collateral agent under the Notes Security Agreement referred to below (in such capacity together with its successors and assigns, the “Second Lien Collateral Agent”), the Third Lien Collateral Agent to the extent a party hereto (as defined below and, together with the First Lien Agent and the Second Lien Collateral Agent, the “Debt Agents”), Foresight Energy LLC, a Delaware limited liability company, as borrower under the Credit Agreement referred to below and as a grantor under the Notes Security Agreement referred to below (“Foresight”), each of the entities from time to time listed on Schedule I her
WARRANT AGREEMENTWarrant Agreement • September 6th, 2016 • Foresight Energy LP • Bituminous coal & lignite mining • New York
WARRANT AGREEMENT (this “Agreement”), dated as of August 30, 2016, between Foresight Energy LP, a Delaware limited partnership (the “Partnership”), American Stock Transfer & Trust Company, LLC, a New York limited liability trust company (the “Warrant Agent”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 6th, 2016 • Foresight Energy LP • Bituminous coal & lignite mining • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of August 30, 2016, by and among Foresight Energy LP, a Delaware limited partnership (the “Partnership”), Foresight Reserves, LP, a Nevada limited partnership (“Sponsor”), Michael J. Beyer (“Beyer”) and the other parties signatory hereto.
FORESIGHT ENERGY LLC, FORESIGHT ENERGY FINANCE CORPORATION, THE GUARANTORS PARTY HERETO AND WILMINGTON TRUST, NATIONAL ASSOCIATION, AS TRUSTEE, AND AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, AS NOTES ADMINISTRATOR AND EXCHANGE AGENT, Indenture...Indenture • September 6th, 2016 • Foresight Energy LP • Bituminous coal & lignite mining • New York
INTERCREDITOR AGREEMENT (NOTES) among FORESIGHT ENERGY LLC, FORESIGHT ENERGY FINANCE CORPORATION, each of the Guarantors party hereto from time to time, CITIBANK, N.A., as Administrative Agent, CITIBANK, N.A., as First Lien Collateral Agent for the...Intercreditor Agreement • September 6th, 2016 • Foresight Energy LP • Bituminous coal & lignite mining • New York
INTERCREDITOR AGREEMENT (NOTES), dated as of August 30, 2016 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), among FORESIGHT ENERGY LLC, a Delaware limited liability company (“Foresight”), FORESIGHT ENERGY FINANCE CORPORATION, a Delaware corporation (“Foresight Finance”), each of the Guarantors (as defined below) party hereto from time to time, CITIBANK, N.A., as administrative agent under the First Lien Credit Agreement (as defined below) (in such capacity and together with its successors in such capacity, the “Administrative Agent”), CITIBANK, N.A., as collateral agent for the First Lien Secured Parties (as defined below) (in such capacity and together with its successors in such capacity, the “First Lien Collateral Agent”), WILMINGTON SAVINGS FUND SOCIETY, FSB, as collateral agent for the Second Lien Secured Parties (as defined below) (in such capacity and together with its successors in such capacity, the “Second Lien Collateral Agent”), WILMIN
